The Vanguard Group, Inc. ( IRSH)
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
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)
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
(b) Cash-settled derivative transactions
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
(d) Other dealings (including subscribing for new securities) (Note 3)
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
(b) Agreements, arrangements or understandings relating to options or derivatives
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.
RET - Horizon Therapeutics plc
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