TIDM0A2V

RNS Number : 4566I

Citigroup Global Markets Europe AG

02 December 2022

Ap38

FORM 38.5(b) (EPT/NON-RI)

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE

UNDER RULE 38.5(b) AND RULE 38.6 OF THE IRISH TAKEOVER

PANEL ACT, 1997, TAKEOVER RULES, 2022 BY A CONNECTED

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED

INTERMEDIARY STATUS, OR WITH RECOGNISED INTERMEDIARY

STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY

   1.             KEY INFORMATION 
 
 (a) Name of exempt principal trader:                                               Citigroup Global Markets Europe AG 
       (b) Name of offeror/offeree in relation to whose relevant securities this    Sanofi 
       form relates: 
       Use a separate form for each offeror/offeree 
                                                                                   ----------------------------------- 
       (c) Name of the party to the offer with which exempt principal trader is     Amgen Inc. 
       connected: 
       (Note 1) 
                                                                                   ----------------------------------- 
       (d) Date position held/dealing undertaken:                                   01 December 2022 
       For an opening position disclosure, state the latest practicable date 
       prior to the disclosure 
                                                                                   ----------------------------------- 
       (e) In addition to the company in 1(b) above, is the exempt principal        YES 
       trader also making 
       disclosures in respect of any other party to the offer?                       If YES, specify 
       If it is a cash offer or possible cash offer, state "N/A"                     which: Amgen 
                                                                                   ----------------------------------- 
 
   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(b), copy table 2 for each additional class of relevant security.

Ap39

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:                                                                 Ordinary Shares 
  (Note 3) 
                                                                                      Interests       Short positions 
                                                                                  ----------------  ------------------ 
                                                                                   Number     %      Number      % 
                                                                                  -------  -------  --------  -------- 
 (1) Relevant securities owned and/or controlled:                                  10,908   0.0000      0         0 
                                                                                  -------  -------  --------  -------- 
 (2) Cash-settled derivatives:                                                      N/A                N/A 
                                                                                  -------  -------  --------  -------- 
 (3) Stock-settled derivatives (including options) and agreements to purchase/ 
  sell:                                                                              0               402,140   0.03173 
                                                                                  -------  -------  --------  -------- 
       Total:                                                                      10,908   0.0000   402,140   0.03173 
                                                                                  -------  -------  --------  -------- 
 

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 EXEMPT PRINCIPAL TRADER 

(Note 4)

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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           Purchases/    Total         Highest           Lowest 
  relevant           sales         number of     price per         price per 
  security                         securities    unit paid/        unit paid/ 
                                                 received (EUR)    received (EUR) 
 Ordinary Shares       Sale         2,000           87.2100           87.2500 
                   ------------  ------------  ----------------  ---------------- 
 

Ap40

   (b)           Cash-settled derivative transactions 
 
 Class of    Product        Nature of dealing         Number of     Price per 
  relevant    description    e.g. opening/closing      reference     unit 
  security    e.g. CFD       a long/short position,    securities    (Note 6) 
                             increasing/reducing a     (Note 5) 
                             long/short position 
 
 
   (c)           Stock-settled derivative transactions (including options) 
   (i)            Writing, selling, purchasing or varying 
 
 Class of     Product         Writing,        Number of     Exercise     Type             Expiry        Option 
  relevant     description     purchasing,     securities    price per   e.g.              date         money 
  security     e.g. call       selling,        to which      unit        American,                      paid/ 
               option          varying         option                    European                       received 
                               etc.            relates                   etc.                           per unit (EUR) 
                                               (Note 5) 
 Warrant      Call Option     Purchasing      500           85           European         01-Dec 2022   0.3700 
             --------------  --------------  ------------  -----------  ---------------  ------------  --------------- 
 Warrant      Call Option     Purchasing      1,200         75           European         15-Dec-2022   1.300 
             --------------  --------------  ------------  -----------  ---------------  ------------  --------------- 
 Warrant      Call Option     Purchasing      1,300         82.5         European         15-Dec-2022   0.5700 
             --------------  --------------  ------------  -----------  ---------------  ------------  --------------- 
 
   (ii)           Exercise 
 
 Class of    Product        Exercising/   Number of     Exercise 
  relevant    description    exercised     securities    price per 
  security    e.g. call      against                     unit (Note 6) 
              option 
 
 
   (d)           Other dealings (including transactions in respect of new securities) 
 
  Class of     Nature of              Details    Price per unit 
   relevant     dealing                           (if applicable) 
   security     e.g. subscription,                (Note 6) 
                conversion, 
                exercise 
 
 

Ap41

   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 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" 
 
 
   (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. 
 
 
   (c)           Attachments 
 
 Is a Supplemental Form 8 attached?   YES/NO 
 
 
 Date of disclosure:   02 December 2022 
 Contact name:          Cathal McKenna 
                       ---------------- 
 Telephone number:      028 90 409544 
                       ---------------- 
 

Public disclosures under Rule 38 of the Rules must be made to a Regulatory Information Service.

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            Citigroup Global Markets Europe AG 
  disclosure: 
 Name of offeror/offeree in relation   Sanofi 
  to whose relevant securities the 
  disclosure relates: 
                                      ----------------------------------- 
 
   2.             STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) 
 
 Class of     Product         Written or    Number of        Exercise    Type         Expiry 
  relevant     description     purchased     securities to    price       e.g.         date 
  security     e.g. call                     which option     per unit    American, 
               option                        or derivative                European 
                                             relates                      etc. 
 Warrant      Call            Written       25               46.115      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       300              58.945      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       1                71.684      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       190              75.949      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       155              72.557      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       7,134            50.914      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       470              70.334      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       250              75.949      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       50               67.13       European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       100              73.536      European     29-Dec-26 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       200              90          European     15-Dec-22 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       200              95          European     15-Dec-22 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       360              110         European     15-Dec-22 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       1,000            110         European     15-Dec-22 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 Warrant      Call            Written       150              114         European     16-Mar-23 
             --------------  ------------  ---------------  ----------  -----------  ---------- 
 
   3.             AGREEMENTS TO PURCHASE OR SELL 
 
 Full details should be given so that the nature of the interest or position can be fully 
  understood: 
 
 

4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS' AND OTHER EMPLOYEE OPTIONS)

 
 Class of relevant security in relation to which subscription right exists: 
 Details, including nature of the rights concerned and relevant percentages: 
 
 

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.

Ap42

NOTES ON FORM 38.5(b) AND 38.6

1. See the definition of "connected principal trader" 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.             See Rule 2.5(d) of Part A of the Rules. 

6. 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.

7. If details included in a disclosure under Rule 38 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 Rules 8 and 38 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.

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December 02, 2022 06:13 ET (11:13 GMT)

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