Geode Capital Management LLC Form 8.3 - Horizon Therapeutics plc (0069O)

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RNS Number : 0069O

Geode Capital Management LLC

26 January 2023

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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                                                              Geode Capital Management, 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. 
                                                                                        ------------------------------ 
       (c) Name of offeror/offeree in relation to whose relevant securities this form    Horizon Therapeutics plc 
       relates 
       Use a separate form for each offeror/offeree 
                                                                                        ------------------------------ 
 (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                                         January 25, 2023 
       For an opening position disclosure, state the latest practicable date prior to 
       the disclosure 
                                                                                        ------------------------------ 
       (f) In addition to the company in 1(c) above, is the discloser also making        YES - Amgen Inc 
       disclosures in 
       respect of any other party to the offer? 
       If it is a cash offer or possible cash offer, state "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                                                          USD 0.0001 Ordinary Shares 
  (Note 3) 
                                                                                    Interests         Short positions 
                                                                               --------------------  ----------------- 
                                                                                  Number       %         Number      % 
                                                                               ------------  ------  -------------- 
 (1) Relevant securities owned and/or controlled                                3,103,332     1.36 
                                                                               ------------  ------  -------------- 
 (2) Cash-settled derivatives 
                                                                               ------------  ------  -------------- 
 (3) Stock-settled derivatives (including options) and agreements to 
 purchase/ sell 
                                                                               ------------  ------  -------------- 
 Total                                                                          3,103,332     1.36 
                                                                               ------------  ------  -------------- 
 

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             Purchase/sale    Number of     Price per unit 
  security                                       securities    (Note 5) 
 USD 0.0001 Ordinary Shares    Purchase         69            $113.00 
                              ---------------  ------------  --------------- 
 USD 0.0001 Ordinary Shares    Sale             44            $113.00 
                              ---------------  ------------  --------------- 
 

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   (b)           Cash-settled derivative transactions 
 
 Class of    Product        Nature of dealing                                                  Number of     Price 
  relevant    description   e.g. opening/ closing a long/ short position, increasing/           reference     per unit 
  security    e.g. CFD      reducing a long/ short position                                     securities    (Note 5) 
                                                                                                (Note 6) 
 
 
   (c)           Stock-settled derivative transactions (including options) 
   (i)            Writing, selling, purchasing or varying 
 
Class of   Product               Writing, purchasing,  Number       Exercise    Type        Expiry  Option 
 relevant  description e.g.      selling, varying       of           price per   e.g.        date    money 
 security  call                  etc.                   securities   unit        American,           paid/ 
           option                                       to which                 European            received per unit 
                                                        option                   etc. 
                                                        relates 
                                                        (Note 6) 
 
 
   (ii)           Exercise 
 
 Class of    Product        Exercising/   Number of     Exercise 
  relevant    description    exercised     securities    price per 
  security    e.g. call      against                     unit 
              option                                     (Note 5) 
 
 
   (d)           Other dealings (including transactions in respect of new securities) (Note 3) 
 
  Class of     Nature of dealing        Details    Price per unit (if 
   relevant     e.g. subscription,                  applicable) 
   security     conversion, exercise                (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?   NO 
 
 
 Date of disclosure           January 26, 2023 
 Contact name                 Geode Compliance 
                       [e-mail] 
                      -------------------------------- 
 Telephone number              (800)-777-6757 
                      -------------------------------- 
 

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January 26, 2023 08:35 ET (13:35 GMT)