TIDMHZNP TIDMTTM

RNS Number : 8975D

Citigroup Global Markets Inc.

26 June 2023

Ap38

AVS

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 Inc. 
       (b) Name of offeror/offeree in relation to whose relevant securities this form    Horizon Therapeutics plc 
       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:                                        23 June 2023 
       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 trader      N/A 
       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" 
                                                                                        ------------------------------ 
 
   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.

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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:                                                           $0.0001 ordinary shares 
  (Note 3) 
                                                                                    Interests         Short positions 
                                                                               -------------------  ------------------ 
                                                                                 Number       %      Number      % 
                                                                               ---------  --------  --------  -------- 
 (1) Relevant securities owned and/or controlled:                                196,407   0.0859%   61,864    0.0270% 
                                                                               ---------  --------  --------  -------- 
 (2) Cash-settled derivatives: 
                                                                               ---------  --------  --------  -------- 
 (3) Stock-settled derivatives (including options) and agreements to 
  purchase/ sell:                                                                2,500     0.0011%    3,200    0.0014% 
                                                                               ---------  --------  --------  -------- 
       Total:                                                                    198,907   0.0870%   65,064    0.0284% 
                                                                               ---------  --------  --------  -------- 
 

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 (USD)    received (USD) 
 
 $0.0001 ordinary shares      Purchase          1,204       102.9900          101.0000 
                           ------------  ------------  ----------------  ---------------- 
 
 $0.0001 ordinary shares       Sales           5,665        102.5600          102.5600 
                           ------------  ------------  ----------------  ---------------- 
 

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   (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, European             paid/ 
              option         varying        option                     etc.                           received 
                             etc.           relates                                                   per unit (EUR) 
                                            (Note 5) 
 
 
   (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 
 
 

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   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:           26 June 2023 
 Contact name:         Christopher Alexander Pollock 
                       ----------------------------- 
 Telephone number:              02895954053 
                       ----------------------------- 
 

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

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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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