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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