Pentwater Capital Management LP - Form 8.3 - Horizon Therapeutics Plc
PR Newswire
London, May 26
Ap27
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 | Pentwater Capital Management LP |
| (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. | |
| (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 | 25 May 2023 |
| (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" | NO If YES, specifywhich: |
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.
Ap28
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 | 10,200,000.00 | 4.45 | ||
| (2) Cash-settled derivatives | 250,000.00 | 0.11 | ||
| (3) Stock-settled derivatives(including options) andagreements to purchase/sell | 252,183.32 | 0.11 | 2,310,601.43 | 1.01 |
| Total | 10,702,183.32 | 4.67 | 2,310,601.43 | 1.01 |
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 (ISIN IE00BQPVQZ61) | Purchase/sale | Number of securities | Price per unit (Note 5) |
| $0.0001 Ordinary Shares | Purchase | 100,000 | 99.7801 |
(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 | Selling | 5,000 | 60 | American | 12/15/23 | |
| $0.0001 Ordinary Shares | Put option | Selling | 1,500 | 60 | American | 12/15/23 | |
| $0.0001 Ordinary Shares | Put option | Purchasing | 5,000 | 85 | American | 12/15/23 | |
| $0.0001 Ordinary Shares | Put option | Purchasing | 1,500 | 85 | American | 12/15/23 | |
| $0.0001 Ordinary Shares | Put option | Selling | 5,000 | 100 | American | 12/15/23 | |
| $0.0001 Ordinary Shares | Put option | Selling | 1,500 | 100 | American | 12/15/23 |
(ii) Exercise
| Class of relevant security | Product description e.g. call | 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 (Quantity) | Price per unit USD (if applicable) (Note 5) |
Ap30
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" |
| 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? | NO |
| Date of disclosure | 26/05/2023 |
| Contact name | Hooman Tavakolian |
| Telephone number | 212.739.6128 |
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.
