TIDM0A2V
RNS Number : 4803I
BlackRock Group
02 December 2022
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 BlackRock, Inc.
(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. N/A
-------------------------
(c) Name of offeror/offeree in relation to whose relevant securities this form
relates
Use a separate form for each offeror/offeree Sanofi
-------------------------
(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
For an opening position disclosure, state the latest practicable date prior to the
disclosure 01 December 2022
-------------------------
(f) In addition to the company in 1(c) above, is the discloser also making Horizon Therapeutics plc
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.
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) ordinary shares
Interests Short positions
----------------- -----------------
Number % Number %
---------- ----- --------- ------
(1) Relevant securities owned and/or controlled 92,820,373 7.32% 0 0.00%
---------- ----- --------- ------
(2) Cash-settled derivatives 621,890 0.04% 27,082 0.00%
---------- ----- --------- ------
(3) Stock-settled derivatives (including options) and agreements to purchase/
sell 0 0.00% 358,700 0.02%
---------- ----- --------- ------
Total 93,442,263 7.37% 385,782 0.03%
---------- ----- --------- ------
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 972 EUR 86.6800
--------------- --------------------- ---------------
ordinary shares Purchase 2,223 EUR 87.1289
--------------- --------------------- ---------------
ordinary shares Purchase 4,776 EUR 87.4500
--------------- --------------------- ---------------
ordinary shares Sale 3,795 USD 45.8480
--------------- --------------------- ---------------
ordinary shares Sale 4,920 EUR 86.3734
--------------- --------------------- ---------------
ordinary shares Sale 4,659 EUR 87.3569
--------------- --------------------- ---------------
ordinary shares Sale 31,332 EUR 87.4500
--------------- --------------------- ---------------
(b) Cash-settled derivative transactions
Class of relevant security Product Nature of dealing Number of Price
description e.g. opening/ closing a long/ short reference per unit
e.g. CFD position, increasing/ reducing a long/ securities (Note 5)
short position (Note 6)
ordinary shares CFD Increasing long 4,733 EUR 87.4500
-------------- -------------------------------------------- ------------ ------------
ordinary shares CFD Reducing short 101 EUR 87.4500
-------------- -------------------------------------------- ------------ ------------
ordinary shares CFD Reducing long 12,167 EUR 87.1810
-------------- -------------------------------------------- ------------ ------------
ordinary shares CFD Reducing long 16,480 EUR 87.4500
-------------- -------------------------------------------- ------------ ------------
ordinary shares CFD Increasing short 794 EUR 87.2113
-------------- -------------------------------------------- ------------ ------------
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry Option money
relevant description purchasing, securities to price per e.g. American, date paid/
security e.g. call selling, which option unit European etc. received per
option varying relates (Note unit
etc. 6)
(ii) Exercise
Class of relevant Product description Exercising/ Number of securities Exercise price per unit
security e.g. call option exercised against (Note 5)
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Class of relevant Nature of dealing Details Price per unit (if applicable)
security e.g. subscription, conversion, exercise (Note 5)
ordinary shares Stock on Loan 80,622 N/A
------------------------------------------ --------- --------------------------------
ordinary shares Return of Stock on Loan 21,174 N/A
------------------------------------------ --------- --------------------------------
ordinary shares Transfer out of Shares 13,769 N/A
------------------------------------------ --------- --------------------------------
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"
(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? NO
Date of disclosure 02 December 2022
Contact name Jana Blumenstein
-----------------
Telephone number +44 20 7743 3650
-----------------
Public disclosures under Rule 8.3 of the Rules must be made to a
Regulatory Information Service.
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.
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