TIDMHZNP TIDMTTM
RNS Number : 0064P
D E Shaw & Co LP
06 October 2023
Ap27
FORM 8.3
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF
THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES
REPRESENTING 1% OR MORE
1. KEY INFORMATION
(a) Full name of discloser D. E. Shaw & Co., L.P.
(b) Owner or controller of interests and short positions disclosed, if different from
1(a)
The naming of nominee or vehicle companies is insufficient. For a trust, the
trustee(s),
settlor and beneficiaries must be named.
------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form Horizon Therapeutics plc
relates
Use a separate form for each offeror/offeree
------------------------
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify
identity
of offeror/offeree (Note 1)
------------------------
(e) Date position held/dealing undertaken October 05, 2023
For an opening position disclosure, state the latest practicable date prior to the
disclosure
------------------------
(f) In addition to the company in 1(c) above, is the discloser also making N/A
disclosures in
respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
------------------------
2. INTERESTS AND SHORT POSITIONS
If there are interests and short positions to disclose in more
than one class of relevant securities of the offeror or offeree
named in 1(c), copy table 2 for each additional class of relevant
security.
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Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the
dealing (if any)
(Note 2)
Class of relevant security $0.0001 ordinary shares
(Note 3)
Interests Short positions
---------------- -----------------
Number % Number %
--------- ----- --------- ------
(1) Relevant securities owned and/or controlled 3,718,146 1.62% 2,319 0.00%
--------- ----- --------- ------
(2) Cash-settled derivatives
--------- ----- --------- ------
(3) Stock-settled derivatives (including options) and agreements to purchase/
sell
--------- ----- --------- ------
Total 3,718,146 1.62% 2,319 0.00%
--------- ----- --------- ------
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new
securities and any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
Class of Relevant Purchase/sale Number Price
Security of securities per unit
$0.0001 ordinary Purchase 100 USD 116.32
shares
-------------- --------------- -----------
$0.0001 ordinary Sale 750,000 USD 116.33
shares
-------------- --------------- -----------
$0.0001 ordinary Sale 250,000 USD 116.34
shares
-------------- --------------- -----------
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(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price
relevant description e.g. opening/ closing a long/ short position, increasing/ reference per unit
security e.g. CFD reducing a long/ short position securities (Note 5)
(Note 6)
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, purchasing, Number Exercise Type Expiry Option
relevant description e.g. selling, varying of price per e.g. date money
security call etc. securities unit American, paid/
option to which European received per unit
option etc.
relates
(Note 6)
(ii) Exercise
Class of Product Exercising/ Number of Exercise
relevant description exercised securities price per
security e.g. call against unit
option (Note 5)
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of Nature of dealing Details Price per unit (if
relevant e.g. subscription, applicable)
security conversion, exercise (Note 5)
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement,
or any agreement or understanding, formal
or informal, relating to relevant securities
which may be an inducement to deal or
refrain from dealing entered into by
the person making the disclosure and
any party to the offer or any person
acting in concert with a party to the
offer.
Irrevocable commitments and letters
of intent should not be included. If
there are no such agreements, arrangements
or understandings, state "none"
(b) Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement
or understanding between the person disclosing
and any other person relating to the
voting rights of any relevant securities
under any option referred to on this
form or relating to the voting rights
or future acquisition or disposal of
any relevant securities to which any
derivative referred to on this form is
referenced. If none, this should be stated.
(c) Attachments
Is a Supplemental Form 8 attached? NO
Date of disclosure October 06, 2023
Contact name Kevin Krist (Compliance Department)
-----------------------------------
Telephone number +44 (0) 20 7409 4420
-----------------------------------
Public disclosures under Rule 8.3 of the Rules must be made to a
Regulatory Information Service.
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NOTES ON FORM 8.3
1. See the definition of "connected fund manager" in Rule 2.2 of Part A of the Rules.
2. See the definition of "interest in a relevant security" in
Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part
B of the Rules.
3. See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.
4. See the definition of "dealing" in Rule 2.1 of Part A of the Rules.
5. If the economic exposure to changes in the price of
securities is limited, for example, by virtue of a stop loss
arrangement relating to a spread bet, full details must be
given.
6. See Rule 2.5(d) of Part A of the Rules.
7. If details included in a disclosure under Rule 8 are
incorrect, they should be corrected as soon as practicable in a
subsequent disclosure. Such disclosure should state clearly that it
corrects details disclosed previously, identify the disclosure or
disclosures being corrected, and provide sufficient detail for the
reader to understand the nature of the corrections. In the case of
any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the
Rules. If in doubt, consult the Panel.
References in these notes to "the Rules" are to the Irish
Takeover Panel Act, 1997, Takeover Rules, 2022.
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