HBK Investments LP - Form 8.3 - Horizon Therapeutics Plc

HBK Investments LP - Form 8.3 - Horizon Therapeutics Plc

PR Newswire

London, December 20

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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	HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds
(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a) The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whoserelevant securities this form relates Use a separate form for each offeror/offeree	Horizon Therapeutics Plc
(d) If an exempt fund manager connected with anofferor/offeree, state this and specify identityof offeror/offeree (Note 1)
(e) Date position held/dealing undertaken For an opening position disclosure, state thelatest practicable date prior to the disclosure	19 December 2022
(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respectof 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.

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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 (Note 3)	$0.0001 ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled	4,130,000	1.82%
(2) Cash-settled derivatives
(3) Stock-settled derivatives(including options) andagreements to purchase/sell	684,600	0.30%
Total	4,814,600	2.12%

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	25,000	USD 112.9857
$0.0001 ordinary shares	Purchase	59,315	USD 113.0232

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(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 descriptione.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/ receivedper unit
$0.0001 ordinary shares	Put Option	Writing	1,900	USD 100	American	20 January 2023	USD 0.1000
$0.0001 ordinary shares	Put Option	Writing	2,700	USD 105	American	20 January 2023	USD 0.1500

(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)

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4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the person making the disclosure and any party tothe offer or any person acting in concert with a party to the offer.
Irrevocable commitments and letters of intent should not be included. Ifthere 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 understandingbetween the person disclosing and any other person relatingto the voting rights of any relevant securities under any optionreferred to on this form or relating to the voting rights or futureacquisition or disposal of any relevant securities to which anyderivative referred to on this form is referenced. If none, thisshould be stated.

None.

(c) Attachments

Is a Supplemental Form 8 attached?

Yes

Date of disclosure	20 December 2022
Contact name	Jonathan Brown
Telephone number	[phone]

Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service.

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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:	HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds
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	Put option	Written	650,000	USD 110	American	20 January 2023
$0.0001 ordinary shares	Put option	Written	29,500	USD 105	American	20 January 2023
$0.0001 ordinary shares	Put option	Written	5,100	USD 100	American	20 January 2023

3. AGREEMENTS TO PURCHASE OR SELL

Full details should be given so that the nature of the interest orposition 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 inrelation to which subscriptionright exists:
Details, including nature of therights concerned and relevantpercentages:

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.