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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
- Full name of discloser
| The Vanguard Group, Inc. |
- 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. | |
- Name of offeror/offeree in relation to whose relevant securities this form relates
Use a separate form for each offeror/offeree | Horizon Therapeutics plc |
- If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1)
| |
- Date position held/dealing undertaken
For an opening position disclosure, state the latest practicable date prior to the disclosure | 28 February 2023 |
- 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) | US$0.0001 ordinary shares |
| Interests | Short positions |
Number | % | Number | % |
- Relevant securities owned and/or controlled
| 21,336,667 | 9.33% | | |
- Cash-settled derivatives
| | | | |
- Stock-settled derivatives (including options) and agreements to purchase/ sell
| | | | |
Total | 21,336,667 | 9.33% | | |
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) |
US$0.0001 ordinary shares | Purchase | 3,018 | 109.49 USD |
US$0.0001 ordinary shares | Purchase | 900 | 109.58 USD |
US$0.0001 ordinary shares | Sale | 15,456 | 109.49 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) |
Not Applicable | | | |
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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 |
