HBK Investments LP - Form 8.3 - Horizon Therapeutics Plc

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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	HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds
(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)
(e)   Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure	1 February 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)	$0.0001 ordinary shares
	Interests		Short positions
	Number	%	Number	%
(1)   Relevant securities owned and/or controlled	5,900,000	2.58%
(2)   Cash-settled derivatives
(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell	288,800	0.13%	125,000	0.05%
Total	6,188,800	2.71%	125,000	0.05%

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)

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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
$0.0001 ordinary shares	Put Option	Writing	41,100	USD 109	American	17 February 2023	USD 0.2281
$0.0001 ordinary shares	Put Option	Writing	47,700	USD 109	American	17 February 2023	USD 0.2282
$0.0001 ordinary shares	Put Option	Writing	100,000	USD 109	American	17 February 2023	USD 0.25
$0.0001 ordinary shares	Call Option	Writing	25,000	USD 112	American	17 February 2023	USD 0.1628
$0.0001 ordinary shares	Call Option	Writing	100,000	USD 112	American	17 February 2023	USD 0.25

(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	2 February 2023
Contact name	Jonathan Brown
Telephone number	[phone]

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:	HBK Investments L.P. on behalf of itself, its subadvisors and its managed funds
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
$0.0001 ordinary shares	Put option	Written	53,700	USD 109	American	17 February 2023
$0.0001 ordinary shares	Put option	Written	46,300	USD 109	American	17 February 2023
$0.0001 ordinary shares	Put option	Written	41,100	USD 109	American	17 February 2023
$0.0001 ordinary shares	Put option	Written	47,700	USD 109	American	17 February 2023
$0.0001 ordinary shares	Put option	Written	100,000	USD 109	American	17 February 2023
$0.0001 ordinary shares	Call option	Written	25,000	USD 112	American	17 February 2023
$0.0001 ordinary shares	Call option	Written	100,000	USD 112	American	17 February 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:

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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.