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Form 8.3
Irish takeover panel
Opening Position Disclosure/Transaction Disclosure under Rule 8.3 of the Irish Takeover Panels Act 1997, Rule 8.3 on takeovers
Regulations, 2022 By Persons with Interests in Related Securities of 1% or More
1. Important information
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(a) the name of the disclosing party; |
Davidson Kempner Capital Management LP |
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(b) Interests and Owners or Managers of Shorts; Position disclosed if different from 1(a) The name of the candidate or car company is: insufficient.In the case of a trust, the trustee, settlor, and You must specify the name of the beneficiary. |
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(c) the name of the applicant/candidate; Related securities to which this form relates Use separate forms for each offerer/offeree |
Horizon Therapeutics, Inc. |
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(d) an exempt fund manager: Offerer/offer, state this to identify offerer/offer (Note 1) |
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(e) Position Holding Date/Trading Start Date Regarding the disclosure of the starting position, it states: Most practicable date before disclosure |
2023/08/24 |
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(f) In addition to the companies in 1(c) above: Discloser also makes relevant disclosures Are there other parties to the offer? For cash offers or potential cash offers, state “N/A” |
no |
2. Interest rates and short positions
If the offerer or offeree designated in 1(c) has equity and short positions to disclose in more than one class of related securities, make a copy of Table 2 for each additional related security class.
AP28
interest and short position (if any) in the relevant securities of the Offeror or Applicant in connection with post-trade disclosure;
(Note 2)
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Related security classes |
Common Stock $0.0001 |
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Interested |
short position |
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number |
% |
number |
% |
|
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(1) related securities held and/or managed; |
3,376,902 |
1.4750 |
||
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(2) Cash-settled derivatives |
||||
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(3) Stock-settled derivatives (including options) and purchase contract/ sell |
500,000 |
0.2184 |
1,000,000 |
-0.4368 |
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total |
3,876,902 |
1.6934 |
1,000,000 |
-0.4368 |
All profits and all short positions should be disclosed.
Details of options, including the right to subscribe to new securities or open equity-settled derivative positions (including traded options), or agreements to purchase or sell the related securities, must be provided in Supplemental Form 8.
3. Discloser Transactions (if any) (Note 4)
Table 3(a), (b), (c), or (d) for each additional transaction in more than one class of Related Securities of the Applicant or Applicant designated in 1(c); Copy (if necessary). The class of related securities being treated.
The currency of all prices and other amounts must be stated.
(a) buying and selling;
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Associated class |
Purchase/Sale |
the number of |
price per unit |
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Common Stock $0.0001 |
purchase |
5,000 |
US$105.9828 |
|
Common Stock $0.0001 |
purchase |
2,196 |
US$105.7500 |
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(b) Physically Settled Derivative Transactions
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class of |
product |
the nature of the transaction |
the number of |
price |
(c) equity-settled derivative transactions (including options);
(i) write, sell, purchase or modify;
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class of |
product |
write, purchase, sale, Change |
number |
exercise |
type |
date of expiry |
option |
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(ii) Exercise
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class of |
product |
motion/ |
the number of |
exercise |
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(d) other transactions (including transactions involving new securities); (Note 3)
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class of |
the nature of the transaction |
detail |
Price per unit (if |
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AP30
4. Other information
(a) Indemnification and Other Dealing Arrangements
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Indemnity or option arrangements or contract details understanding of the relevant securities, whether formal or informal; Anything that may induce you to trade or refrain from trading Entered into by the disclosing party and the disclosing party Any person acting in conjunction with an offer or a party to an offer. It should not contain irrevocable promises or letters of intent.if states that no such agreement, arrangement or understanding exists “none” |
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none |
(b) agreements, arrangements or understandings relating to options or derivatives;
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complete details of an agreement, arrangement, or understanding Between Discloser and Other Parties Voting Rights in Related Securities Under Voluntary Options Anything mentioned on this form or relating to voting rights or the future Acquisition or disposal of related securities Derivatives mentioned in this form are referenced.If nothing, this should be stated as |
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none |
(c) Accessories
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Is Supplemental Form 8 attached? |
no |
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Disclosure date |
2023/08/25 |
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contact address |
Raymond Ng |
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telephone number |
020 3310 1458 |
