Form 8.3 - Offeree = Horizon Therapeutics plc

LONDON, December 07, 2022--(BUSINESS WIRE)--

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

Avoro Capital Advisors LLC

(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.

Avoro Life Sciences Fund LLC

(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

30/11/2022

(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"

NO

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)

$0.0001 Ordinary

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled

6,900,000

3.05%

(2) Cash-settled derivatives

(3) Stock-settled derivatives (including options) and agreements to purchase/ sell

98,500

0.044%

Total

6,998,500

3.09%

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)

Ordinary Shares

Purchase

555,320

$100.7981

Ordinary Shares

Purchase

75,000

$99.9497

Ordinary Shares

Purchase

119,680

$100.0354

Ordinary Shares

Purchase

50,000

$99.6096

Ordinary Shares

Purchase

100,000

$100.0019

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

Ordinary Shares

Put Option

Written

32,500

$100

American

16 December 2022

$4.0551

Ordinary Shares

Put Option

Written

32,500

$100

American

16 December 2022

$4.3000

Ordinary Shares

Put Option

Written

33,500

$100

American

16 December 2022

$4.0510

(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

6 December 2022

Contact name

Scott Epstein

Telephone number

00 1 212 937-4975

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

Ap31

NOTES ON FORM 8.3

1. See the definition of "connected fund manager" in Rule 2.2 of Part A of the Rules.

2. See the definition of "interest in a relevant security" in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.

3. See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

4. See the definition of "dealing" in Rule 2.1 of Part A of the Rules.

5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

6. See Rule 2.5(d) of Part A of the Rules.

7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

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.

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:

Avoro Capital Advisors LLC

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

Ordinary Shares

Put Option

Written

32,500

$100

American

16 December 2022

Ordinary Shares

Put Option

Written

32,500

$100

American

16 December 2022

Ordinary Shares

Put Option

Written

33,500

$100

American

16 December 2022

3. AGREEMENTS TO PURCHASE OR SELL

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

N/A

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:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221206005974/en/

Contacts

Avoro Capital Advisors LLC