Form 38.5(a) (EPTRI) -Sanofi

Dec 02 2022 11:15 GMTSource: RNS

RNS Number : 4567I

Citigroup Global Markets Limited

02 December 2022

FORM 38.5(a) (EPT/RI)

IRISH TAKEOVER PANEL

DEALING DISCLOSURE UNDER RULE 38.5(a) OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022
BY A CONNECTED EXEMPT PRINCIPAL TRADER WITH
RECOGNISED INTERMEDIARY STATUS AND DEALING IN
A CLIENT-SERVING CAPACITY

1. KEY INFORMATION

(a) Name of exempt principal trader:	Citigroup Global Markets Limited
(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 dealing undertaken:	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"	Horizon Therapeutics plc and Amgen Inc

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER (Note 2)

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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.

Ap35

(a) Purchases and sales

Class of relevant security (Note 3)	Purchases/ sales	Total number of securities	Highest price per unit paid/ received (EUR)	Lowest price per unit paid/ received (EUR)
ordinary shares	Purchase	669,352	91.6400	86.2250
ordinary shares	Sale	461,073	91.6400	86.2250

(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 4)	Price per unit (Note 5)
ordinary shares	TRS	Increasing Short Position	2	87.4400
ordinary shares	TRS	Increasing Short Position	61	87.1374
ordinary shares	TRS	Increasing Short Position	1	87.1000

(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 4)	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 5)

(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 5)

Ap36

3. 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.

Date of disclosure:	02 December 2022
Contact name:	Craig Watson
Telephone number:	028 90 409605

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

Ap37

NOTES ON FORM 38.5(a)

1. See the definition of "connected principal trader" in Rule 2.2 of Part A of the Rules.

2. See the definition of "dealing" in Rule 2.1 of Part A of the Rules.

3. See the definition of "relevant securities" in Rule 2.1 of Part A of the Rules.

4. See Rule 2.5(d) 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. 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(a) (EPTRI) -Sanofi