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Citadel Group Major Shareholding Notification 2023

Jun 21, 2023

10454_mrq_2023-06-21_f4c58d45-df31-48f8-9556-b5725158fae5.html

Major Shareholding Notification

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National Storage Mechanism | Additional information

RNS Number : 4694D

Citadel Group

21 June 2023

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 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
20 June 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.

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)
Common Stock ISIN IE00BQPVQZ61
Interests Short positions
Number % Number %
(1)   Relevant securities owned and/or controlled 4,681,796 2.04 305,821 0.13
(2)   Cash-settled derivatives 0 0.00 0 0.00
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell 1,612,500 0.70 1,779,500 0.77
Total 6,294,296 2.75 2,085,321 0.91

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 177 101.0000 USD
Common Buy Transaction 262 101.1878 USD
Common Buy Transaction 57 101.3170 USD
Common Buy Transaction 286 101.3203 USD
Common Buy Transaction 113 101.3273 USD
Common Buy Transaction 18 101.3500 USD
Common Buy Transaction 240 101.3534 USD
Common Buy Transaction 1,202 101.3551 USD
Common Buy Transaction 492 101.3555 USD
Common Buy Transaction 141 101.3751 USD
Common Buy Transaction 744 101.3762 USD
Common Buy Transaction 318 101.3763 USD
Common Buy Transaction 32 101.3838 USD
Common Buy Transaction 123 101.3852 USD
Common Buy Transaction 259 101.3864 USD
Common Buy Transaction 626 101.3864 USD
Common Buy Transaction 171 101.3873 USD
Common Buy Transaction 72 101.3922 USD
Common Buy Transaction 317 101.3990 USD
Common Buy Transaction 744 101.3992 USD
Common Buy Transaction 139 101.3996 USD
Common Buy Transaction 182 101.4075 USD
Common Buy Transaction 945 101.4099 USD
Common Buy Transaction 100 101.4100 USD
Common Buy Transaction 379 101.4131 USD
Common Buy Transaction 100 101.4450 USD

Ap29

(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)

Ap30

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 21 June 2023
Contact name Paula Sharp
Telephone number 020 7645 9700

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

Ap32

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 -42,400 85.0 USD American 18/08/2023
Common Put Option Purchased -280,000 80.0 USD American 15/12/2023
Common Put Option Purchased -18,700 80.0 USD American 18/08/2023
Common Put Option Purchased -74,700 100.0 USD American 18/08/2023
Common Call Option Purchased 50,000 115.0 USD American 18/08/2023
Common Call Option Purchased 11,100 105.0 USD American 18/08/2023
Common Put Option Purchased -62,500 70.0 USD American 19/01/2024
Common Put Option Purchased -15,000 90.0 USD American 18/08/2023
Common Call Option Sold -1,000,000 110.0 USD American 18/08/2023
Common Put Option Sold 52,000 55.0 USD American 15/09/2023
Common Call Option Sold -269,200 105.0 USD American 21/07/2023
Common Call Option Sold -12,000 100.0 USD American 21/07/2023
Common Put Option Sold 700 50.0 USD American 19/01/2024
Common Put Option Sold 62,500 90.0 USD American 19/01/2024
Common Put Option Sold 700 60.0 USD American 17/11/2023
Common Call Option Sold -5,000 120.0 USD American 18/08/2023
Common Put Option Sold 32,800 55.0 USD American 17/11/2023
Common Put Option Sold 100 65.0 USD American 21/07/2023
Common Put Option Sold 280,000 90.0 USD American 21/07/2023
Common Put Option Sold 779,900 95.0 USD American 18/08/2023
Common Put Option Sold 4,400 60.0 USD American 18/08/2023
Common Put Option Sold 338,300 100.0 USD American 21/07/2023

3.             AGREEMENTS TO PURCHASE OR SELL

Full details should be given so that the nature of the interest or position can be fully understood:

Ap33

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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END

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