Citadel Group — M&A Activity 2023

Sep 27, 2023

National Storage Mechanism | Additional information

RNS Number : 8617N

Citadel Group

27 September 2023

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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	Citadel Group
(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)   If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1)	N/A
(e)   Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure	26 September 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 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)	Common Stock ISIN IE00BQPVQZ61
	Interests		Short positions
Number	%	Number	%
(1)   Relevant securities owned and/or controlled	4,234,876	1.84	1,092	0.00
(2)   Cash-settled derivatives	525,395	0.22	0	0.00
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell	548,900	0.23	1,447,300	0.63
Total	5,309,171	2.31	1,448,392	0.63

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)
Common	Buy Transaction	184	115.6998 USD
Common	Buy Transaction	505	115.7103 USD
Common	Buy Transaction	690	115.7148 USD
Common	Buy Transaction	800	115.7212 USD
Common	Buy Transaction	1,535	115.7272 USD
Common	Buy Transaction	8,795	115.7400 USD
Common	DVP Transaction	8,306	115.7400 USD
Common	RVP Transaction	8,306	115.7400 USD
Common	Sell Transaction	800	115.6562 USD
Common	Sell Transaction	9	115.6700 USD
Common	Sell Transaction	400	115.6800 USD
Common	Sell Transaction	1,200	115.7113 USD
Common	Sell Transaction	100	115.7300 USD
Common	Sell Transaction	100	115.7400 USD
Common	Sell Transaction	643	115.7462 USD

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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 description e.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/ received per unit

(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 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"
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.
None

(c)           Attachments

Is a Supplemental Form 8 attached?	YES

Date of disclosure	27 September 2023
Contact name	Paula Santos
Telephone number	020 7645 9700

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:	Citadel Group
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
Common	Put Option	Purchased	-12,900	70.0 USD	American	19/01/2024
Common	Put Option	Purchased	-1,500	90.0 USD	American	17/11/2023
Common	Put Option	Purchased	-200,000	75.0 USD	American	17/11/2023
Common	Put Option	Purchased	-100	55.0 USD	American	19/01/2024
Common	Put Option	Purchased	-280,000	80.0 USD	American	15/12/2023
Common	Put Option	Purchased	-3,800	100.0 USD	American	17/11/2023
Common	Call Option	Sold	-352,000	115.0 USD	American	19/01/2024
Common	Put Option	Sold	32,800	55.0 USD	American	17/11/2023
Common	Call Option	Sold	-10,900	115.0 USD	American	17/01/2025
Common	Call Option	Sold	-200,000	110.0 USD	American	20/10/2023
Common	Put Option	Sold	700	60.0 USD	American	17/11/2023
Common	Call Option	Sold	-900	115.0 USD	American	15/03/2024
Common	Put Option	Sold	442,800	60.0 USD	American	19/01/2024
Common	Call Option	Sold	-147,400	120.0 USD	American	15/12/2023
Common	Put Option	Sold	9,400	95.0 USD	American	17/11/2023
Common	Call Option	Sold	-100,000	110.0 USD	American	19/01/2024
Common	Call Option	Sold	-87,800	115.0 USD	American	15/12/2023
Common	Put Option	Sold	62,500	90.0 USD	American	19/01/2024
Common	Call Option	Sold	-50,000	120.0 USD	American	19/01/2024
Common	Put Option	Sold	700	50.0 USD	American	19/01/2024

3.             AGREEMENTS TO PURCHASE OR SELL

Full details should be given so that the nature of the interest or position 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 in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

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.

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