LONDON--(BUSINESS WIRE)--
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 |
Balyasny Asset Management LP |
(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 relates Use a separate form for each offeror/offeree |
Horizon Therapeutics plc |
(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 For an opening position disclosure, state the latest practicable date prior to the disclosure |
08/03/2023 |
(f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” |
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.
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 ISIN: IE00BQPVQZ61 |
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|
Interests |
Short positions |
||
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or controlled |
1,924,041 |
0.84 |
285,542 |
0.13 |
(2) Cash-settled derivatives |
|
|
|
|
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell |
1,215,300 |
0.53 |
1,027,200 |
0.45 |
Total |
3,139,341 |
1.37 |
1,312,742 |
0.58 |
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 of
|
Price per unit
|
$0.0001 ordinary shares |
Purchase |
66 |
USD 109.90 |
$0.0001 ordinary shares |
Sale |
19 |
USD 109.77 |
(b) Cash-settled derivative transactions
Class of
|
Product
|
Nature of dealing
|
Number of
|
Price
|
|
|
|
|
|
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of
|
Product
|
Writing, purchasing, selling, varying
|
Number
|
Exercise
|
Type
|
Expiry
|
Option
|
|
|
|
|
|
|
|
|
(ii) Exercise
Class of
|
Product
|
Exercising/
|
Number of
|
Exercise
|
|
|
|
|
|
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of
|
Nature of dealing
|
Details |
Price per unit (if
|
|
|
|
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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” |
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(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. |
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(c) Attachments
Is a Supplemental Form 8 attached? |
Yes |
Date of disclosure |
09/03/2023 |
Contact name |
Jack Satt |
Telephone number |
+44 207 149 0000 |
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.
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.
SUPPLEMENTAL FORM 8
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND
RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING
OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND
RIGHTS TO SUBSCRIBE FOR NEW SECURITIES
1. KEY INFORMATION
Full name of person making
|
Balyasny Asset Management LP |
Name of offeror/offeree in relation
|
Horizon Therapeutics plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of
|
Product
|
Written or
|
Number of
|
Exercise
|
Type
|
Expiry
|
$0.0001 ordinary shares |
Call Option |
Written |
277,200 |
USD 112 |
American |
17/03/23 |
$0.0001 ordinary shares |
Call Option |
Purchased |
37,200 |
USD 112 |
American |
17/03/23 |
$0.0001 ordinary shares |
Call Option |
Purchased |
164,100 |
USD 113 |
American |
17/03/23 |
$0.0001 ordinary shares |
Call Option |
Purchased |
264,000 |
USD 115 |
American |
17/03/23 |
$0.0001 ordinary shares |
Put Option |
Written |
750,000 |
USD 80 |
American |
19/05/23 |
$0.0001 ordinary shares |
Put Option |
Purchased |
750,000 |
USD 90 |
American |
19/05/23 |
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position can be fully understood: |
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4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)
Class of relevant security in relation to which subscription right exists: |
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Details, including nature of the rights concerned and relevant percentages: |
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It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.