Last checked at 14 Dec 2022 10:20
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FORM 38.5(a) (EPT/RI)
IRISH TAKEOVER PANEL
DEALING DISCLOSURE UNDER RULE 38.5(a) OF THE IRISHTAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022BY A CONNECTED EXEMPT PRINCIPAL TRADER WITHRECOGNISED INTERMEDIARY STATUS AND DEALING INA CLIENT-SERVING CAPACITY
1. KEY INFORMATION
(a) Name of exempt principal trader: | Morgan Stanley & Co. LLC |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Horizon Therapeutics plc |
(c) Name of the party to the offer with which exempt principal trader is connected: (Note 1) | Horizon Therapeutics plc |
(d) Date dealing undertaken: | 13 December 2022 |
(e) In addition to the company in 1(b) above, is the exempt principal trader 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. DEALINGS BY THE EXEMPT PRINCIPAL TRADER (Note 2)
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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.
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(a) Purchases and sales
Class of relevantsecurity(Note 3) | Purchases/ sales | Totalnumber of securities | Highest price perunit paid/received | Lowest price perunit paid/received |
0.0001 ordinary shares | Purchase | 1,918,976 | 112.9900 USD | 112.0500 USD |
0.0001 ordinary shares | Sale | 1,910,944 | 112.9756 USD | 112.0500 USD |
(b) Cash-settled derivative transactions
Class of relevantsecurity | Product description e.g. CFD | Nature of dealing e.g. opening/closinga long/short position,increasing/reducing along/short position | Number of referencesecurities (Note 4) | Price perunit (Note 5) |
N/A | N/A | N/A | N/A | N/A |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class ofrelevantsecurity | Productdescriptione.g. call option | Writing,purchasing,selling,varying etc. | Numberofsecuritiesto whichoptionrelates(Note 4) | Exerciseprice perunit | Type e.g.American,Europeanetc. | Expirydate | Optionmoneypaid/receivedper unit |
0.0001 ordinary shares | CALL | PURCHASING | 26/09/1902 | 115.0000 | American | 16/12/2022 | 0.0500 USD |
0.0001 ordinary shares | PUT | PURCHASING | 26/10/1900 | 105.0000 | American | 19/05/2023 | 1.4400 USD |
0.0001 ordinary shares | CALL | WRITING | 09/04/1900 | 115.0000 | American | 20/01/2023 | 0.1900 USD |
0.0001 ordinary shares | CALL | WRITING | 03/02/1901 | 110.0000 | American | 20/01/2023 | 302.0000 USD |
0.0001 ordinary shares | CALL | WRITING | 18/07/1900 | 110.0000 | American | 20/01/2023 | 3.4000 USD |
0.0001 ordinary shares | CALL | PURCHASING | 26/10/1900 | 105.0000 | American | 16/12/2022 | 7.6500 USD |
0.0001 ordinary shares | CALL | WRITING | 04/01/1903 | 115.0000 | American | 20/01/2023 | 0.2000 USD |
0.0001 ordinary shares | PUT | WRITING | 09/04/1900 | 105.0000 | American | 20/01/2023 | 0.2000 USD |
0.0001 ordinary shares | CALL | WRITING | 09/04/1900 | 120.0000 | American | 19/01/2024 | 0.4000 USD |
(ii) Exercise
Class of relevantsecurity | Product descriptione.g. call option | Exercising/ exercisedagainst | Number of securities | Exercise priceper unit (Note 5) |
N/A | N/A | N/A | N/A | N/A |
(d) Other dealings (including transactions in respect of new securities)
Class of relevant security | Nature of dealinge.g. subscription,conversion,exercise | Details | Price per unit (if applicable)(Note 5) |
N/A | N/A | N/A | N/A |
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3. 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 exempt principal trader 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. |
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Date of disclosure: | 14 December 2022 |
Contact name: | Craig Horsley |
Telephone number: | +44 141 245-7736 |
Public disclosures under Rule 38 of the Rules must be made to a Regulatory Information Service.