Form 8.3 Horizon Therapeutics Plc
LONDON, January 18, 2023–(BUSINESS WIRE)–
FORM 8.3
IRISH TAKEOVER PERSONEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 IRISH TAKEOVER ACT, 1997, TAKEOVER
RULES 2022 BY PERSONS INTERESTED IN RELEVANT SECURITIES REPRESENTING 1.1% OR MORE
1. KEY INFORMATION
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(a) Full name of the discloser |
Balyasny Asset Management LP |
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(b) Owner/controller of interests and short Positions disclosed, if any are different from 1(a). Names of nominees or vehicle companies are insufficient. Settlor, trustee and settlor are responsible for trust administration. Names of beneficiaries are required |
|
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(c) Name of the offeror/offeree with respect to whom This form refers to relevant securities Each offeror/offeree should have its own form |
Horizon Therapeutics plc |
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(d) An exempt fund manager who is connected to an Offeror/offeree: Please state the identity and provide details Offeror/offeree (Note 1) |
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(e) Date position held/dealing undertaken Declare the following for an opening position disclosure Prior to disclosure, the most recent practicable date |
17/01/2023 |
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(f) Additional to the company described in 1(c), the following is also applicable: Disclosures made by the discloser in respect of any other party to this offer? State whether it’s a cash offer or a possible cash offer. “N/A” |
N/A |
2. SHORT POSITIONS & INTERESTS
If there are interest or short positions that you wish to disclose in more than one type of relevant securities offered by the offeror/offeree listed in 1(c), please copy table 2.
Short positions and interests in the securities of the offeror/offee to whom the disclosure refers following the deal (if applicable)
(Note 2)
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Security classification |
$0.0001 Ordinary Shares ISIN: IE00BQPVQZ61 |
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Interests |
Positions for the short term |
|||
|
Number |
% |
Number |
% |
|
|
(1) Relevant securities that are owned or controlled |
1,549,443 |
0.68 |
8,243 |
0.00 |
|
(2) Cash-settled derivatives |
||||
|
(3) Stock-settled derivatives (includes options) Agreements to purchase/ Sell |
2,974,700 |
1.31 |
2,241,800 |
0.99 |
|
Total |
4,524,143 |
1.99 |
2,250,043 |
0.99 |
All short positions and any interests must be disclosed.
On a Supplemental Form 8, you should include details of all options, including the rights to subscribe to new securities and any open stock settled derivative positions (including traded option), as well as agreements to buy or sell relevant securities.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
Where dealings have taken place in more than one relevant class of securities of the offeror/offeree mentioned in 1(c), copy tableau 3(a), [b], (c), or (d), as appropriate, for each additional class.
It is necessary to indicate the currency used for all prices and other amounts.
(a) Sales and purchases
|
Type of relevant |
Purchase/sale |
Number of |
Price per unit |
|
$0.0001 Ordinary Shares |
Sale |
1 |
USD 113.12 |
|
$0.0001 Ordinary Shares |
Purchase |
5,859 |
USD 113.14 |
|
$0.0001 Ordinary Shares |
Sale |
78 |
USD 113.12 |
|
$0.0001 Ordinary Shares |
Purchase |
11,673 |
USD 113.10 |
|
$0.0001 Ordinary Shares |
Purchase |
25,000 |
USD 113.12 |
(b) Cash-settled derivative transactions
|
Type of |
Product |
Nature of dealing |
Number of |
Prices |
(c) Stock-settled derivatives transactions (including options).
(i) Writing, selling, buying, or varying.
|
Type of |
Product |
Writing, purchasing, selling, Variable |
Number |
Exercise |
Type |
Expiry |
Option |
(ii) Exercise
|
Type of |
Product |
Exercising/ |
Number of |
Exercise |
(d) Other transactions (including transactions in relation to new securities). (Note 3)
|
Type of |
Nature of dealing |
Details |
Price per unit (if |
4. Other Information
(a) Other dealing arrangements and indemnity
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Details about any indemnity arrangement or option arrangement or any other agreement Understanding and communication, formal and informal, regarding relevant securities This could be used to incentivize or discourage you from doing business Signed by the person disclosing and any party to Offer or any person acting in concert to a party to it. You should not include irrevocable commitments, letters of intent, or other forms of intension. If These agreements, arrangements and understandings are not available to the state “none” |
(b) Agreements, arrangements and understandings regarding options or derivatives
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Details of any agreement, arrangement, or understanding Between the disclosing person and any other person to the voting rights of any relevant security under any option Referred to on this form or relating the future voting rights Any relevant securities that are acquired or sold Referred to in this form as derivative If none, It is important to mention. |
(c) Attachments
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Is there a Supplemental 8? |
Yes |
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Date of disclosure |
18/01/2023 |
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Contact name |
Dina Guirguis |
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Phone number |
+44 207 149 0000 |
Public disclosures pursuant to Rule 8.3 of these Rules must be made through a Regulatory Information Service.
NOTES ON THE FORM 8.3
1. Refer to Rule 2.2 of Part B of the Rules for the definition of “connected funds manager”.
2. Refer to Rule 2.5 of Part A for the definition of “interest of a relevant security” and Rule 8.6(a), (b) of Section B of the Rules.
3. See Rule 2.1 of Part B of the Rules for the definitions of “relevant securities”.
4. You can find the definition of dealing in Rule 2.1 of Part B of the Rules.
5. Please provide all details if your economic exposure to price changes of securities is reduced, for instance, through a stop loss agreement relating to a spread wager.
6. Refer to Rule 2.5(d), in Part A, of the Rules.
7. Incorrect details should be corrected in any subsequent disclosure. The disclosure should clearly state that it corrects information disclosed previously, identify any disclosures being corrected and give sufficient detail for the reader’s understanding of the nature of the corrections. The Panel should be consulted in case of doubt.
The Rules contain detailed information on disclosure requirements. See Rule 8 for details. Consult the Panel if you are unsure.
These notes refer to “the Rules”, which are the Irish Takeover Panel Act 1997, Takeover Rules 2022.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PRESENTATION PANEL
DISCLOSE UNDER RULE 8(1), RULE 8.3, and RULE 38.5(b).
RULE 38.6 IRISH TAKEOVER PANEL ACT 1997
TAKEOVER REGULATIONS, 2022
DETAILS ABOUT OPEN STOCK-SETTLED DIIVATIVE (INCLUDING
OPTION) POSITIONS AND AGREEMENTS TO PURCHASE / SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
|
Full name of person who made the announcement |
Balyasny Asset Management LP |
|
Name of offeror/offeree |
Horizon Therapeutics plc |
2. STOCK-SETTLED DEIVATIVES (INCLUDING OPTIONS)
|
Type of |
Product |
Written or |
Number of |
Exercise |
Type |
Expiry |
|
$0.0001 Ordinary Shares |
Call Option |
Purchased |
2,056,600 |
USD 115 |
American |
20/01/23 |
|
$0.0001 Ordinary Shares |
Place Option |
Purchased |
300,000 |
USD 110 |
American |
20/01/23 |
|
$0.0001 Ordinary Shares |
Place Option |
Purchased |
291,800 |
USD 70 |
American |
20/01/23 |
|
$0.0001 Ordinary Shares |
Place Option |
Purchased |
130,000 |
USD 75 |
American |
20/01/23 |
|
$0.0001 Ordinary Shares |
Call Option |
Written |
770,000 |
USD 115 |
American |
17/02/23 |
|
$0.0001 Ordinary Shares |
Call Option |
Purchased |
2,400 |
USD 115 |
American |
17/02/23 |
|
$0.0001 Ordinary Shares |
Call Option |
Purchased |
165,700 |
USD 120 |
American |
17/02/23 |
|
$0.0001 Ordinary Shares |
Place Option |
Written |
750,000 |
USD 80 |
American |
19/05/23 |
|
$0.0001 Ordinary Shares |
Place Option |
Purchased |
750,000 |
USD 90 |
American |
19/05/23 |
3. AGREEMENTS FOR PURCHASE AND SELL
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Please give all details so that we can understand the nature of your interest. It is possible to fully understand your position: |
4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
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In which security category is it relevant? Refer to which subscription right exists: |
|
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Details, including the nature and origin of the Rights concerned and pertinent percentages: |
You don’t need to fill out a Supplemental form with details about cash-settled derivatives.
It is necessary to indicate the currency used for all prices and other amounts.
The Rules contain detailed information on disclosure requirements. See Rule 8 for details. Consult the Panel if you are unsure.
These notes refer to “the Rules”, which are the Irish Takeover Panel Act 1997, Takeover Rules 2022.
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Contacts
Balyasny Asset Management LP