LONDON STOCK EXCHANGE PLC
FORM 8.3
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER
RULES, 2007 (AS AMENDED)
DEALINGS BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR
MORE
1. KEY INFORMATION
Name of person dealing (Note 1) Pentwater Capital
Management LP
Company dealt in Covidien Plc
Class of relevant security to which the dealings being $0.20 Ordinary
disclosed relate (Note 2) Shares
Date of dealing August 15, 2014
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant
security dealt in(Note 3)
Class of relevant security: Ordinary shares
Interests Short positions
Number % Number %
(1) Relevant security 2,988,700 0.66%
(2) Derivatives (other than
options):
(3) Options and agreements to 1,600,000 0.35% 5,100,000 1.13%
purchase/sell:
TOTAL: 4,588,700 1.01% 5,100,000 1.13%
(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant security
(2) Derivatives (other than
options):
(3) Options and agreements to
purchase/sell:
TOTAL:
3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale Number of relevant Price per unit (Note
securities 5)
Purchase 60,000 86.92 USD
Purchase 200,000 86.95 USD
(b) Derivatives transactions (other than options transactions)
Product description Nature of transaction Number of Price per unit
e.g. CFD (Note 6) relevant (Note 5)
securities
(Note 7)
(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
Product name e.g. Writing, Number of Exercise Type Expiry Option
call option selling, securities price e.g. date money
purchasing, to which American, paid/
varying option European received
etc. relates etc. per unit
Put Option Written 200,000 82.50 USD American 19 Sep 0.83 USD
14
Put Option Written 500,000 85.00 USD American 19 Sep 1.33 USD
14
Put Option Written 400,000 87.50 USD American 19 Sept 2.23 USD
14
Call Option Purchased 500,000 90.00 USD American 17 Oct 2.12 USD
14
Put Option Written 1,000,000 80.00 USD American 17 Oct 1.63 USD
14
Put Option Purchased 1,000,000 85.00 USD American 17 Oct 3.12 USD
14
Put Option Purchased 500,000 85.00 USD American 17 Oct 3.42 USD
14
(ii) Exercising
Product name Number of Exercise price per
e.g. call option securities unit (Note 5)
Call option assigned 450,000 82.50
Put option assigned 97,700 87.50
(d) Other dealings (including transactions in respect of new securities.
(Note4)
Nature of transaction Details Price per unit
(Note 8) (if applicable)
(Note 5)
4. OTHER INFORMATION
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? (Note 9) YES
Date of disclosure: August 21, 2014
Contact name: Neal Nenadovic
Telephone number: (312) 589-6405
If a connected EFM, name of offeree/
offeror with which connected
If a connected EFM, state nature of
connection (Note 10)
SUPPLEMENTALFORM8
IRISHTAKEOVERPANEL
DISCLOSUREUNDERRULE8.1ANDRULE8.3OFTHEIRISHTAKEOVERPANEL ACT,1997,TAKEOVER
RULES,2007(ASAMENDED)
DETAILSOFOPENPOSITIONS
(ThisformshouldbeattachedtoForm8.1(a)&(b)(i),Form8.1(b)(ii)orForm8.3,as
appropriate)
OPENPOSITIONS(Note 1)
Productname, Writtenor Numberofrelevant Exercise Type,e.g. Expiry
e.g.calloption purchased securitiestowhich price American, date
theoptionor (Note 2) Europeanetc.
derivativerelates
Put option written 200,000 82.50 American 19 Sep
USD 14
Put option written 500,000 85.00 American 19 Sep
USD 14
Put option written 400,000 87.50 American 19 Sep
USD 14
Put option written 500,000 80.00 American 17 Oct
USD 14
Call option written (1,000,000) 90.00 American 17 Oct
USD 14
Call option written (350,000) 92.50 American 17 Oct
USD 14
Call option written (350,000) 95.00 American 17 Oct
USD 14
Put option purchased (500,000) 80.00 American 17 Oct
USD 14
Put option purchased (100,000) 82.50 American 17 Oct
USD 14
Put option purchased (2,700,000) 85.00 American 17 Oct
USD 14
Put option purchased (200,000) 82.50 American 17 Jan
USD 15
Put option purchased (100,000) 90.00 American 15 Jan
USD 16
Notes
1. Wherethereareopenoptionpositionsoropenderivativepositions (exceptfor
CFDs),fulldetailsshouldbegiven.Fulldetailsofany existingagreementsto
purchaseortosellmustalsobegivenonthisform.
2. Forallpricesandothermonetaryamounts,thecurrencymustbestated.
For full details of disclosure requirements, see Rule 8 of the Rules. If in
doubt, consult the Panel.London Stock Exchange : Pentwater Capital Management LP : - Form 8.3 - Covidien Plc
August 21, 2014 at 10:26 am EDT
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