Form 8.3 - Horizon Therapeutics Plc

LONDON--()-- 

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

20/09/2023

(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
(Note 3)

$0.0001 ordinary shares
ISIN: IE00BQPVQZ61

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled

2,053,461

0.90

 

 

(2) Cash-settled derivatives

 

 

 

 

(3) Stock-settled derivatives (including options) and agreements to purchase/ sell

1,476,000

0.64

1,784,400

0.77

Total

3,529,461

1.54

1,784,400

0.77

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
security

Purchase/sale

Number of
securities

Price per unit
(Note 5)

$0.0001 ordinary shares

Purchase

25

USD 115.55

$0.0001 ordinary shares

Sale

50

USD 115.62

$0.0001 ordinary shares

Purchase

7

USD 115.54

$0.0001 ordinary shares

Purchase

8

USD 115.54

$0.0001 ordinary shares

Purchase

6

USD 115.56

$0.0001 ordinary shares

Sale

22

USD 115.57

$0.0001 ordinary shares

Purchase

28

USD 115.55

$0.0001 ordinary shares

Purchase

152

USD 115.57

$0.0001 ordinary shares

Purchase

33

USD 115.61

$0.0001 ordinary shares

Purchase

41

USD 115.55

$0.0001 ordinary shares

Purchase

7

USD 115.60

(b) Cash-settled derivative transactions

Class of
relevant
security

Product
description
e.g. CFD

Nature of dealing
e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position

Number of
reference
securities
(Note 6)

Price
per unit
(Note 5)

 

 

 

 

 

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of
relevant
security

Product
description
e.g. call
option

Writing, purchasing, selling, varying
etc.

Number
of
securities
to which
option
relates
(Note 6)

Exercise
price per
unit

Type
e.g.
American,
European
etc.

Expiry
date

Option
money
paid/
received per unit

 

 

 

 

 

 

 

 

(ii) Exercise

Class of
relevant
security

Product
description
e.g. call
option

Exercising/
exercised
against

Number of
securities

Exercise
price per
unit
(Note 5)

 

 

 

 

 

(d) Other dealings (including transactions in respect of new securities) (Note 3)

Class of
relevant
security

Nature of dealing
e.g. subscription,
conversion, exercise

Details

Price per unit (if
applicable)
(Note 5)

 

 

 

 

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?

Yes

Date of disclosure

21/09/2023

Contact name

Jack Satt

Telephone number

+44 208 164 3693

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
disclosure:

Balyasny Asset Management LP

Name of offeror/offeree in relation
to whose relevant securities the
disclosure relates:

Horizon Therapeutics plc

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of
relevant
security

Product
description
e.g. call
option

Written or
purchased

Number of
securities to
which option
or derivative
relates

Exercise
price
per unit

Type
e.g.
American,
European
etc.

Expiry
date

$0.0001 ordinary shares

Call Option

Written

1,400

USD 120

American

20/10/23

$0.0001 ordinary shares

Put Option

Purchased

77,900

USD 60

American

20/10/23

$0.0001 ordinary shares

Put Option

Purchased

4,100

USD 70

American

20/10/23

$0.0001 ordinary shares

Put Option

Written

750,000

USD 70

American

17/11/23

$0.0001 ordinary shares

Put Option

Purchased

750,000

USD 80

American

17/11/23

$0.0001 ordinary shares

Put Option

Purchased

20,000

USD 95

American

17/11/23

$0.0001 ordinary shares

Call Option

Purchased

726,000

USD 100

American

15/12/23

$0.0001 ordinary shares

Call Option

Written

726,000

USD 110

American

15/12/23

$0.0001 ordinary shares

Call Option

Written

205,000

USD 115

American

19/01/24

3. AGREEMENTS TO PURCHASE OR SELL

Full details should be given so that the nature of the interest or position can be fully understood:

 

 

4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS)

Class of relevant security in relation to which subscription right exists:

 

Details, including nature of the rights concerned and relevant percentages:

 

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.

Category Code: RET
Sequence Number: 1163421
Time of Receipt (offset from UTC): 20230921T120340+0100

Contacts

Balyasny Asset Management LP

Contacts

Balyasny Asset Management LP