TIDMTTM
RNS Number : 4805I
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 Amgen Inc.
-------------------------
(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) $0.0001 common stock
Interests Short positions
----------------- -----------------
Number % Number %
---------- ----- --------- ------
(1) Relevant securities owned and/or controlled 49,046,431 9.18% 4,060 0.00%
---------- ----- --------- ------
(2) Cash-settled derivatives 160,968 0.03% 75,129 0.01%
---------- ----- --------- ------
(3) Stock-settled derivatives (including options) and agreements to purchase/
sell 0 0.00% 25,500 0.00%
---------- ----- --------- ------
Total 49,207,399 9.21% 104,689 0.02%
---------- ----- --------- ------
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)
$0.0001 common stock Purchase 9 USD 283.3300
-------------- --------------------- ---------------
$0.0001 common stock Purchase 1,971 USD 283.8294
-------------- --------------------- ---------------
$0.0001 common stock Purchase 3,550 USD 283.9361
-------------- --------------------- ---------------
$0.0001 common stock Purchase 303 USD 284.0130
-------------- --------------------- ---------------
$0.0001 common stock Purchase 1,635 USD 284.0215
-------------- --------------------- ---------------
$0.0001 common stock Purchase 1,679 USD 284.1477
-------------- --------------------- ---------------
$0.0001 common stock Purchase 1,087 USD 284.4991
-------------- --------------------- ---------------
$0.0001 common stock Purchase 431 USD 284.6815
-------------- --------------------- ---------------
$0.0001 common stock Purchase 17,923 USD 285.9400
-------------- --------------------- ---------------
$0.0001 common stock Purchase 686 USD 286.8319
-------------- --------------------- ---------------
$0.0001 common stock Purchase 727 USD 287.2854
-------------- --------------------- ---------------
$0.0001 common stock Sale 1,967 USD 282.7433
-------------- --------------------- ---------------
$0.0001 common stock Sale 4,571 USD 284.2354
-------------- --------------------- ---------------
$0.0001 common stock Sale 7,049 USD 284.3983
-------------- --------------------- ---------------
$0.0001 common stock Sale 2,220 USD 284.8436
-------------- --------------------- ---------------
$0.0001 common stock Sale 8,785 USD 285.9400
-------------- --------------------- ---------------
$0.0001 common stock Sale 103 USD 286.8035
-------------- --------------------- ---------------
(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/ short securities (Note 5)
position (Note 6)
$0.0001 common stock CFD Increasing long 33 USD 283.9776
------------- --------------------------------------------- ------------ -------------
$0.0001 common stock CFD Increasing long 323 USD 284.1175
------------- --------------------------------------------- ------------ -------------
$0.0001 common stock CFD Reducing long 11 USD 283.8536
------------- --------------------------------------------- ------------ -------------
$0.0001 common stock CFD Reducing long 2 USD 283.9700
------------- --------------------------------------------- ------------ -------------
$0.0001 common stock CFD Reducing long 32 USD 284.6900
------------- --------------------------------------------- ------------ -------------
(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)
$0.0001 common stock Stock on Loan 17,300 N/A
------------------------------------------ --------- --------------------------------
$0.0001 common stock Return of Stock on Loan 13,400 N/A
------------------------------------------ --------- --------------------------------
$0.0001 common stock Transfer in of Shares 20,291 N/A
------------------------------------------ --------- --------------------------------
$0.0001 common stock Transfer out of Shares 12,683 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.
Ap32
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 BlackRock, Inc.
disclosure:
Name of offeror/offeree in relation Amgen Inc
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.
$0.0001 common stock Call Option Written 6,000 USD 270.0000 American 16/12/2022
------------- ----------- --------------- ------------- ----------- -----------
$0.0001 common stock Call Option Written 12,900 USD American 23/12/2022
285.0000
------------- ----------- --------------- ------------- ----------- -----------
$0.0001 common stock Call Option Written 6,600 USD 295.0000 American 20/01/2023
------------- ----------- --------------- ------------- ----------- -----------
3. AGREEMENTS TO PURCHASE OR SELL
Full details should be given so that the nature of the interest or position can be fully
understood:
Ap33
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.
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