Subject: Stock Sale/Buyback
Rule 8.1 Dealing Disclosure (Horizon Therapeutics plc)
Horizon Therapeutics plc (NASDAQ: HZNP):
IRISH TAKEOVER PANEL
DEALING DISCLOSURE UNDER RULE 8.1(c) AND (d)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022
BY AN OFFEROR, OFFEREE OR PARTIES ACTING IN CONCERT WITH THEM IN RESPECT OF DEALINGS FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
1. KEY INFORMATION
(a) |
Full name of discloser: |
Gino Santini |
|
(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. |
N/A |
|
(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) |
Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) |
Person acting in concert with the offeree (namely, a director of the offeree) |
|
(e) |
Date dealing undertaken: |
July 27, 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 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 (Note 1)
Class of relevant security:
|
Ordinary shares of US$0.0001 each ("Ordinary Shares") |
|||
Interests |
Short positions |
|||
Number |
% |
Number |
% |
|
(1) Relevant securities owned and/or controlled: |
195,492 |
0.085% |
N/A |
N/A |
(2) Cash-settled derivatives: |
N/A |
N/A |
N/A |
N/A |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: |
N/A |
N/A |
N/A |
N/A |
Total: |
195,492 |
0.085% |
N/A |
N/A |
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 BY THE PERSON MAKING THE DISCLOSURE (Note 3)
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
(i) Offeree, offeror or person acting in concert (except for a principal trader in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror)
Class of
|
Purchase/sale |
Number of
|
Price per unit
|
N/A |
N/A |
N/A |
N/A |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror
Class of
|
Purchases/
|
Total
|
Highest
|
Lowest
|
N/A |
N/A |
N/A |
N/A |
N/A |
(b) Cash-settled derivative transactions
Class of
|
Product
|
Nature of
|
Number of
|
Price
|
N/A |
N/A |
N/A |
N/A |
N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of
|
Product
|
Writing,
|
Number
|
Exercise
|
Type
|
Expiry
|
Option
|
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
(ii) Exercise
Class of
|
Product
|
Exercising/
|
Number of
|
Exercise
|
N/A |
N/A |
N/A |
N/A |
N/A |
(d) Other dealings (including transactions in respect of new securities)
Class of
|
Nature of dealing
|
Details |
Price per unit
|
Ordinary Shares |
Granting of restricted stock units ("RSUs") resulting in the issuance of new Ordinary Shares that will vest in accordance with the terms thereof |
Granting of 4,016 RSUs pursuant to the terms of the Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan, as may be amended from time to time, which confers on the discloser a right to receive Ordinary Shares in accordance with the RSUs vesting terms |
$99.60
|
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 party to the offer or person acting in concert making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
N/A |
(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. |
N/A |
(c) Attachments
Is a Supplemental Form 8 attached? |
YES/NO |
|
No |
Date of disclosure: |
July 28, 2023 |
Contact name: |
Aidan Milstead |
Telephone number: |
+1 224 206 4983 |
Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.
NOTES ON FORM 8.1(c) and (d)(i)
1. See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(b) of Part B of the Rules.
2. See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.
3. See the definition of "dealing" in Rule 2.1 of Part A of the Rules.
4. 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.
5. See Rule 2.5(d) of Part A of the Rules.
6. 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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