Form 38.5 (b) (EPT/NON-RI)

Sanofi SA

Dec 02 2022 11:13 GMTSource: RNS

RNS Number : 4566I

Citigroup Global Markets Europe AG

02 December 2022

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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 Europe AG
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Sanofi
(c) Name of the party to the offer with which exempt principal trader is connected: (Note 1)	Amgen Inc.
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	01 December 2022
(e) In addition to the company in 1(b) above, is the exempt principal trader 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"	YES If YES, specify which: Amgen

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: (Note 3)	Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	10,908	0.0000	0	0
(2) Cash-settled derivatives:	N/A		N/A
(3) Stock-settled derivatives (including options) and agreements to purchase/ sell:	0		402,140	0.03173
Total:	10,908	0.0000	402,140	0.03173

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 relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/ received (EUR)	Lowest price per unit paid/ received (EUR)
Ordinary Shares	Sale	2,000	87.2100	87.2500

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(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 6)

(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 (EUR)
Warrant	Call Option	Purchasing	500	85	European	01-Dec 2022	0.3700
Warrant	Call Option	Purchasing	1,200	75	European	15-Dec-2022	1.300
Warrant	Call Option	Purchasing	1,300	82.5	European	15-Dec-2022	0.5700

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit (Note 6)

(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 6)

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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.

Is a Supplemental Form 8 attached?

YES/NO

Date of disclosure:	02 December 2022
Contact name:	Cathal McKenna
Telephone number:	028 90 409544

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

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 disclosure:	Citigroup Global Markets Europe AG
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	Sanofi

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
Warrant	Call	Written	25	46.115	European	29-Dec-26
Warrant	Call	Written	300	58.945	European	29-Dec-26
Warrant	Call	Written	1	71.684	European	29-Dec-26
Warrant	Call	Written	190	75.949	European	29-Dec-26
Warrant	Call	Written	155	72.557	European	29-Dec-26
Warrant	Call	Written	7,134	50.914	European	29-Dec-26
Warrant	Call	Written	470	70.334	European	29-Dec-26
Warrant	Call	Written	250	75.949	European	29-Dec-26
Warrant	Call	Written	50	67.13	European	29-Dec-26
Warrant	Call	Written	100	73.536	European	29-Dec-26
Warrant	Call	Written	200	90	European	15-Dec-22
Warrant	Call	Written	200	95	European	15-Dec-22
Warrant	Call	Written	360	110	European	15-Dec-22
Warrant	Call	Written	1,000	110	European	15-Dec-22
Warrant	Call	Written	150	114	European	16-Mar-23

3. AGREEMENTS TO PURCHASE OR SELL

Full details should be given so that the nature of the interest or position can be fully understood:

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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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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Form 38.5 (b) (EPT/NON-RI)