RNS Number : 6909J
Morgan Stanley & Co. LLC
14 December 2022
 

Ap34

 

FORM 38.5(a) (EPT/RI)

 

IRISH TAKEOVER PANEL

 

DEALING DISCLOSURE UNDER RULE 38.5(a) OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022
BY A CONNECTED EXEMPT PRINCIPAL TRADER WITH
RECOGNISED INTERMEDIARY STATUS AND DEALING IN
A CLIENT-SERVING CAPACITY

 

1.             KEY INFORMATION

 

(a)   Name of exempt principal trader:

Morgan Stanley & Co. LLC

(b)   Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Horizon Therapeutics plc

(c)   Name of the party to the offer with which exempt principal trader is connected: (Note 1)

Horizon Therapeutics plc

(d)   Date dealing undertaken:

13 December 2022

(e)   In addition to the company in 1(b) above, is the exempt principal trader also making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

  N/A

 

2.             DEALINGS BY THE EXEMPT PRINCIPAL TRADER (Note 2)

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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.

 

Ap35

 

(a)           Purchases and sales

 

Class of
relevant
security
(Note 3)

Purchases/
sales

Total
number of
securities

Highest
price per
unit paid/
received

Lowest
price per
unit paid/
received

0.0001 ordinary shares

Purchase

1,918,976

 112.9900 USD

 112.0500 USD

0.0001 ordinary shares

Sale

1,910,944

 112.9756 USD

 112.0500 USD

 

(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 4)

Price per
unit (Note 5)

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 4)

Exercise
price per
unit

Type
 e.g.
American,
European
etc.

Expiry
date

Option
money
paid/
received
per unit

0.0001 ordinary shares

 CALL

 PURCHASING

26/09/1902

115.0000

 American

16/12/2022

 0.0500 USD

0.0001 ordinary shares

 PUT

 PURCHASING

26/10/1900

105.0000

 American

19/05/2023

 1.4400 USD

0.0001 ordinary shares

 CALL

 WRITING

09/04/1900

115.0000

 American

20/01/2023

 0.1900 USD

0.0001 ordinary shares

 CALL

 WRITING

03/02/1901

110.0000

 American

20/01/2023

 302.0000 USD

0.0001 ordinary shares

 CALL

 WRITING

18/07/1900

110.0000

 American

20/01/2023

 3.4000 USD

0.0001 ordinary shares

 CALL

 PURCHASING

26/10/1900

105.0000

 American

16/12/2022

 7.6500 USD

0.0001 ordinary shares

 CALL

 WRITING

04/01/1903

115.0000

 American

20/01/2023

 0.2000 USD

0.0001 ordinary shares

 PUT

 WRITING

09/04/1900

105.0000

 American

20/01/2023

 0.2000 USD

0.0001 ordinary shares

 CALL

 WRITING

09/04/1900

120.0000

 American

19/01/2024

 0.4000 USD

 

 

 

(ii)           Exercise

 

Class of
relevant
security

Product
description
e.g. call option

Exercising/
exercised
against

Number of
securities

Exercise price
per unit
 (Note 5)

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 5)

N/A

N/A

N/A

N/A

Ap36

 

3.             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"

 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.

 

 

Date of disclosure:

14 December 2022

Contact name:

Craig Horsley

Telephone number:

+44 141 245-7736

 

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

 

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