UK Markets open in 16 mins

Eaton Vance Corp. - Form 8 (DD) - Horizon Therapeutics Plc

Ap13

FORM 8.1(c) & (d)(i)
(Dealing)

IRISH TAKEOVER PANEL

DEALING DISCLOSURE UNDER RULE 8.1(c) AND (d)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

BY AN OFFEROR, OFFEREE OR PARTIES ACTING IN CONCERT WITH THEM IN RESPECT OF DEALINGS FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

1. KEY INFORMATION

(a) Full name of discloser:

Eaton Vance Management

(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.

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

Use a separate form for each offeror/offeree

Horizon Therapeutics plc

(d) Status of person making the disclosure:

e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Horizon Therapeutics plc

(e) Date dealing undertaken:

12 January 2023

(f) In addition to the company in 1(c) above, is the discloser 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

If YES, specify which:

Ap14

2. INTERESTS AND SHORT POSITIONS

If there are 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 (Note 1)

Class of relevant security:
(Note 2)

Ordinary Shares

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

36,322

0.02%

(2) Cash-settled derivatives:

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Total:

36,322

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 BY THE PERSON MAKING THE DISCLOSURE (Note 3)

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.

Ap15

(a) Purchases and sales

(i) Offeree, offeror or person acting in concert (except for a principal trader in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror)

Class of
relevant
security

Purchase/sale

Number of
securities

Price per unit
(Note 4)

Ordinary Shares

(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror

Class of
relevant
security

Purchases/
sales

Total
number of
securities

Highest
price per
unit paid/
received

Lowest
price per
unit paid/
received

(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 5)

Price
per unit
(Note 4)

Ap16

(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 5)

Exercise
price per
unit

Type
e.g.
American,
European
etc.

Expiry
date

Option
money
paid/
received
per unit

(ii) Exercise

Class of
relevant
security

Product
description
e.g. call
option

Exercising/
exercised
against

Number of
securities

Exercise
price
per unit
(Note 4)

(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 4)

Ordinary shares

Redemption of Horizon Therapeutics shares included in a basket of securities

796 Shares

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 party to the offer or person acting in concert making the disclosure and any other person:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

Ap17

(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

NO

Date of disclosure:

18th January 2023

Contact name:

Scott R. Kudlacik

Telephone number:

+00 1 617-672-6531

Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.