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Rule 8.1 Dealing Disclosure (Horizon Therapeutics plc)

PRESS RELEASE: Paid content from Business Wire
Press release content from Business Wire. The AP news staff was not involved in its creation.
January 6, 2023 GMT

DUBLIN--(BUSINESS WIRE)--Jan 6, 2023--

Horizon Therapeutics plc (NASDAQ: HZNP):

IRISH TAKEOVER PANEL

DEALING DISCLOSURE UNDER RULE 8.1(c) AND (d)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

BY AN OFFEROR, OFFEREE OR PARTIES ACTING IN CONCERT WITH THEM IN RESPECT OF DEALINGS FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

1. KEY INFORMATION

(a) Full name of discloser:

Timothy P. Walbert

(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a):

 

The naming of nominee or vehicle companies isinsufficient. For a trust, the trustee(s), settlor andbeneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whoserelevant securities this form relates:

 

Use a separate form for each offeror/offeree

Horizon Therapeutics plc

(d) Status of person making the disclosure:

 

e.g. offeror, offeree, person acting in concert with theofferor/offeree (specify name of offeror/offeree)

Person acting in concert with the offeree (namely, a director of the offeree)

(e) Date dealing undertaken:

January 5, 2023

(f) In addition to the company in 1(c) above, is thediscloser also making disclosures in respect ofany 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 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.

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (Note 1)

Class of relevant security:
(Note 2)

Ordinary shares of US$0.0001 each (" Ordinary Shares ")

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities ownedand/or controlled:

3,620,605

1.585%

-

-

(2) Cash-settled derivatives:

N/A

N/A

-

-

(3) Stock-settled derivatives(including options) andagreements to purchase/sell:

N/A

N/A

-

-

Total:

3,620,605

1.585%

-

-

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 BY THE PERSON MAKING THE DISCLOSURE (Note 3)

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

(i) Offeree, offeror or person acting in concert (except for a principal trader in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror)

Class of
relevant
security

Purchase/sale

Number of
securities

Price per unit
(Note 4)

N/A

N/A

N/A

N/A

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror

Class of
relevant
security

Purchases/
sales

Total
number of
securities

Highest
price per
unit paid/
received

Lowest
price per
unit paid/
received

N/A

N/A

N/A

N/A

N/A

(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 5)

Price
per unit
(Note 4)

N/A

N/A

N/A

N/A

N/A

(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 5)

Exercise
price per
unit

Type
e.g.
American,
European
etc.

Expiry
date

Option
money
paid/
received
per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

(ii) Exercise

Class of
relevant
security

Product
description
e.g. call
option

Exercising/
exercised
against

Number of
securities

Exercise
price
per unit
(Note 4)

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 dealing
e.g. subscription,
conversion, exercise

Details

Price per unit
(if applicable)
(Note 4)

Ordinary Shares

Automatic vesting of performance stock units (“PSUs”) resulting in the issuance of new Ordinary Shares

Automatic vesting of 102,414 PSUs pursuant to the terms of the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan, which conferred on the discloser a right to receive 102,414 Ordinary Shares, of which 45,371 were withheld to cover taxes arising

$113.24

Ordinary Shares

Automatic vesting of restricted stock units (“RSUs”) resulting in the issuance of new Ordinary Shares

Automatic vesting of 117,581 RSUs pursuant to the terms of the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan, which conferred on the discloser a right to receive 117,581 Ordinary Shares, of which 52,090 were withheld to cover taxes arising

$113.24

Ordinary Shares

Granting of PSUs resulting in the issuance of new Ordinary Shares that will vest in accordance with the terms thereof

Granting of 142,582 PSUs pursuant to the terms of the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan, which confers on the discloser a right to receive Ordinary Shares in accordance with the PSUs vesting terms

N/A

Ordinary Shares

Granting of RSUs resulting in the issuance of new Ordinary Shares that will vest in accordance with the terms thereof

Granting of 71,290 RSUs pursuant to the terms of the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan, which confers on the discloser a right to receive Ordinary Shares in accordance with the RSUs vesting terms

N/A

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreementor understanding, formal or informal, relating to relevant securitieswhich may be an inducement to deal or refrain from dealingentered into by the party to the offer or person acting in concertmaking the disclosure and any other person:

 

Irrevocable commitments and letters of intent should not be included. Ifthere are no such agreements, arrangements or understandings, state“none”

N/A

(b) Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understandingbetween the person disclosing and any other person relating to thevoting rights of any relevant securities under any option referred toon this form or relating to the voting rights or future acquisition ordisposal of any relevant securities to which any derivative referredto on this form is referenced. If none, this should be stated.

N/A

(c) Attachments

Is a Supplemental Form 8 attached?

YES/NO

 

No

Date of disclosure:

January 6, 2023

Contact name:

Aidan Milstead

Telephone number:

+1 224 206 4983

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

NOTES ON FORM 8.1(c) and (d)(i)

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

2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

3. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.

4. 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.

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

6. 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.

View source version on businesswire.com:https://www.businesswire.com/news/home/20230106005325/en/

CONTACT: Aidan Milstead

1.224.206.4983

amilstead@horizontherapeutics.com

KEYWORD: IRELAND EUROPE

INDUSTRY KEYWORD: BIOTECHNOLOGY PHARMACEUTICAL HEALTH

SOURCE: Horizon Therapeutics plc

Copyright Business Wire 2023.

PUB: 01/06/2023 11:25 AM/DISC: 01/06/2023 11:26 AM

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