TIDM0A2V
RNS Number : 4566I
Citigroup Global Markets Europe AG
02 December 2022
Ap38
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 Sanofi
form 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: 01 December 2022
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 YES
trader also making
disclosures in respect of any other party to the offer? If YES, specify
If it is a cash offer or possible cash offer, state "N/A" 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.
Ap39
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: Ordinary Shares
(Note 3)
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 Purchases/ Total Highest Lowest
relevant sales number of price per price per
security securities unit paid/ unit paid/
received (EUR) received (EUR)
Ordinary Shares Sale 2,000 87.2100 87.2500
------------ ------------ ---------------- ----------------
Ap40
(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, paid/
option varying option European received
etc. relates etc. per unit (EUR)
(Note 5)
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 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
Ap41
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: 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 Citigroup Global Markets Europe AG
disclosure:
Name of offeror/offeree in relation Sanofi
to whose relevant securities the
disclosure relates:
-----------------------------------
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of Product Written or Number of Exercise Type Expiry
relevant description purchased securities to price e.g. date
security e.g. call which option per unit American,
option or derivative European
relates etc.
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.
Ap42
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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