DJ Form 8.3 - The Vanguard Group, Inc.: Horizon Therapeutics plc
The Vanguard Group, Inc. ( IRSH) Form 8.3 - The Vanguard Group, Inc.: Horizon Therapeutics plc 25-Jan-2023 / 13:15 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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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: The Vanguard
Group, Inc.
(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: Horizon
Therapeutics plc
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:
(e) Date position held/dealing undertaken:
23 January 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 making disclosures in respect of any
other party to the offer? N/A
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.
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)
USD0.0001 ordinary shares
Class of relevant security:
(Note 3)
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 21,267,941 9.30%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
21,267,941 9.30%
TOTAL:
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
Purchase/sale Price per unit
Class of relevant security Number of securities
(Note 5)
USD0.0001 ordinary shares Purchase 2,149 112.81 USD
USD0.0001 ordinary shares Purchase 226 113.02 USD
USD0.0001 ordinary shares Sale 1,103 112.81 USD
(b) Cash-settled derivative transactions
Product Nature of dealing Number of reference Price per
Class of relevant description securities unit
security e.g. opening/closing a long/short position, increasing/
e.g. CFD reducing a long/short position (Note 6) (Note 5)
Not Applicable
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Number of securities Type
Class of Product Writing, to which option Exercise Option money
relevant description e.g. purchasing, relates price per e.g. Expiry paid/ received
security call option selling, varying unit American, date per unit
etc. (Note 6) European
etc.
Not
Applicable
(ii) Exercise
Class of relevant Product description Exercising/ exercised Exercise price per unit
security against Number of securities
e.g. call option (Note 5)
Not Applicable
(d) Other dealings (including subscribing for new securities) (Note 3)
Nature of dealing Price per unit (if applicable)
Class of relevant security Details
e.g. subscription, conversion (Note 5)
Not Applicable
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 (Open Positions) attached? NO Date of disclosure: 25 January 2023 Contact name: Shawn Acker Telephone number: 001-610-669-8989
Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service
Ap31
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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Category Code: RET - Horizon Therapeutics plc TIDM: IRSH LEI Code: 5493002789CX3L0CJP65 Sequence No.: 218354 EQS News ID: 1543525 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
January 25, 2023 08:15 ET (13:15 GMT)
