PR Newswire
London, November 4
FORM 8.3
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2007 (AS AMENDED)
DEALINGS BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
1. KEY INFORMATION
| Name of person dealing (Note 1) | Pentwater Capital Management LP |
| Company dealt in | Allergan Plc |
| Class of relevant security to which the dealings being disclosed relate (Note 2) | $0.0001 Ordinary Shares |
| Date of dealing | November 3, 2015 |
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant security dealt in(Note 3)
| Class of relevant security: | $0.0001 ordinary shares | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant security | 3,060,000 | 0.78% | ||
| (2) Derivatives (other than options): | ||||
| (3) Options and agreements to purchase/sell: | 4,945,800 | 1.25% | 4,956,000 | 1.26% |
TOTAL: | 8,005,800 | 2.03% | 4,956,000 | 1.26% |
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
| Class of relevant security: | ||||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant security | ||||
| (2) Derivatives (other than options): | ||||
| (3) Options and agreements to purchase/sell: | ||||
TOTAL: | ||||
3. DEALINGS (Note 4)
(a) Purchases and sales
| Purchase/sale | Number of relevant securities | Price per unit (Note 5) |
| Purchase | 50,000 | 310.20 USD |
| Purchase | 35,000 | 312.76 USD |
(b) Derivatives transactions (other than options transactions)
| Product description e.g. CFD | Nature of transaction (Note 6) | Number of relevant securities (Note 7) | Price per unit (Note 5) |
(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
| Product name e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which option relates | Exercise price | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
| Put option | writing | 200,000 | 235 USD | American | 5/20/16 | 5.00 USD |
| Put option | purchasing | 200,000 | 300 USD | American | 11/20/15 | 6.00 USD |
| Put option | purchasing | 200,000 | 310 USD | American | 5/20/16 | 27.30 USD |
| Call option | purchasing | 80,000 | 317.50 USD | American | 11/06/15 | 2.37 USD |
| Call option | purchasing | 110,000 | 320 USD | American | 11/06/15 | 1.68 USD |
(ii) Exercising
| Product name e.g. call option | Number of securities | Exercise price per unit (Note 5) |
(d) Other dealings (including transactions in respect of new securities. (Note4)
| Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) |
4. OTHER INFORMATION
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. |
| Is a Supplemental Form 8 attached? (Note 9) | YES |
| Date of disclosure: | November 4, 2015 |
| Contact name: | Neal Nenadovic |
| Telephone number: | (312) 589-6405 |
| If a connected EFM, name of offeree/offeror with which connected | |
| If a connected EFM, state nature of connection (Note 10) |
| SUPPLEMENTAL FORM 8 IRISH TAKEOVER PANEL DISCLOSURE UNDER RULE 8.1 AND RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2007 (AS AMENDED) DETAILS OF OPEN POSITIONS (This form should be attached to Form 8.1(a) & (b)(i), Form 8.1(b)(ii) or Form 8.3, as appropriate) OPEN POSITIONS (Note 1) | ||||||
| Product name, e.g. call option | Written or purchased | Number of relevant securities to which the option or derivative relates | Exercise price (Note 2) | Type, e.g. American, European etc. | Expiry date | |
| Call option | Purchased | 80,000 | 250.00 USD | American | 01/15/16 | |
| Call option | Purchased | 210,000 | 265.00 USD | American | 01/15/16 | |
| Call option | Purchased | 50,000 | 285.00 USD | American | 01/15/16 | |
| Call option | Purchased | 100,000 | 330.00 USD | American | 01/15/16 | |
| Call option | Purchased | 40,000 | 275.00 USD | American | 02/19/16 | |
| Call option | Purchased | 20,000 | 285.00 USD | American | 02/19/16 | |
| Call option | Purchased | 20,000 | 245.00 USD | American | 05/20/16 | |
| Call option | Purchased | 60,000 | 250.00 USD | American | 05/20/16 | |
| Call option | Purchased | 40,000 | 270.00 USD | American | 5/20/16 | |
| Call option | Purchased | 40,000 | 290.00 USD | American | 5/20/16 | |
| Call option | Purchased | 160,000 | 325.00 USD | American | 5/20/16 | |
| Call option | Purchased | 100,000 | 340.00 USD | American | 1/20/17 | |
| Call option | Purchased | 5,800 | 350.00 USD | American | 1/20/17 | |
| Put option | Written | 20,000 | 300.00 USD | American | 11/06/15 | |
| Put option | Written | 540,000 | 310.00 USD | American | 11/06/15 | |
| Put option | Written | 200,000 | 312.50 USD | American | 11/06/15 | |
| Put option | Written | 50,000 | 250.00 USD | American | 11/20/15 | |
| Put option | Written | 20,000 | 265.00 USD | American | 11/20/15 | |
| Put option | Written | 500,000 | 255.00 USD | American | 12/18/15 | |
| Put option | Written | 190,000 | 220.00 USD | American | 01/15/16 | |
| Put option | Written | 600,000 | 240.00 USD | American | 01/15/16 | |
| Put option | Written | 140,000 | 255.00 USD | American | 01/15/16 | |
| Put option | Written | 40,000 | 200.00 USD | American | 02/19/16 | |
| Put option | Written | 20,000 | 235.00 USD | American | 02/19/16 | |
| Put option | Written | 1,000,000 | 210.00 USD | American | 05/20/16 | |
| Put option | Written | 200,000 | 235.00 USD | American | 05/20/16 | |
| Put option | Written | 400,000 | 240.00 USD | American | 05/20/16 | |
| Put option | Written | 100,000 | 220.00 USD | American | 01/20/17 | |
| Put option | Purchased | (36,000) | 160.00 USD | American | 01/15/16 | |
| Put option | Purchased | (1,000,000) | 300.00 USD | American | 11/20/15 | |
| Put option | Purchased | (600,000) | 285.00 USD | American | 01/15/16 | |
| Put option | Purchased | (400,000) | 290.00 USD | American | 01/15/16 | |
| Put option | Purchased | (50,000) | 250.00 USD | American | 05/20/16 | |
| Put option | Purchased | (540,000) | 290.00 USD | American | 05/20/16 | |
| Put option | Purchased | (400,000) | 300.00 USD | American | 05/20/16 | |
| Put option | Purchased | (700,000) | 310.00 USD | American | 05/20/16 | |
| Call option | Written | (20,000) | 290.00 USD | American | 11/06/15 | |
| Call option | Written | (120,000) | 317.50 USD | American | 11/06/15 | |
| Call option | Written | (490,000) | 320.00 USD | American | 11/06/15 | |
| Call option | Written | (20,000) | 250.00 USD | American | 11/20/15 | |
| Call option | Written | (10,000) | 260.00 USD | American | 11/20/15 | |
| Call option | Written | (10,000) | 265.00 USD | American | 11/20/15 | |
| Call option | Written | (50,000) | 325.00 USD | American | 01/15/16 | |
| Call option | Written | (400,000) | 370.00 USD | American | 01/15/16 | |
| Call option | Written | (20,000) | 350.00 USD | American | 02/19/16 | |
| Call option | Written | (40,000) | 330.00 USD | American | 05/20/16 | |
| Call option | Written | (50,000) | 350.00 USD | American | 05/20/16 | |
Notes
1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell must also be given on this form.
2. For all prices and other monetary amounts, the currency must be stated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
