19th Nov 2025 14:26
FORM 38.5(b)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 38.5(b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS WITHOUT RECOGNISED INTERMEDIARY STATUS, OR WITH RECOGNISED INTERMEDIARY STATUS BUT NOT DEALING IN A CLIENT-SERVING CAPACITY
1. KEY INFORMATION
Name of exempt principal trader | GOLDMAN SACHS & CO. LLC |
Company dealt in | AVADEL PHARMACEUTICALS PLC |
Class of relevant security to which the dealings being disclosed relate (Note1) | USD 0.01 ordinary shares |
Date of dealing | 18 November 2025 |
2. INTERESTS AND SHORT POSITIONS
(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 2)
Long | Short | |||
Number | (%) | Number | (%) | |
(1) Relevant securities | 1,045,379 | (1.07) | 629,728 | (0.64) |
(2) Derivatives (other than options) | 99,632 | (0.10) | 63,843 | (0.06) |
(3) Options and agreements to purchase/sell | 0 | (0.00) | 0 | (0.00) |
Total | 1,145,011 | (1.17) | 693,571 | (0.71) |
(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 2)
Class of relevant security: | Long | Short | ||
Number | (%) | Number | (%) | |
(1) Relevant securities | ||||
(2) Derivatives (other than options) | ||||
(3) Options and agreements to purchase/sell | ||||
Total | ||||
3. DEALINGS (Note 3)
(a) Purchases and sales
Purchase/sale | Number of relevant securities | Price per unit (Note 4) |
Purchase | 100 | 23.0500 USD |
Purchase | 100 | 23.0550 USD |
Purchase | 100 | 23.0550 USD |
Purchase | 100 | 23.0700 USD |
Purchase | 100 | 23.0700 USD |
Purchase | 100 | 23.0700 USD |
Purchase | 400 | 23.0750 USD |
Purchase | 200 | 23.0750 USD |
Purchase | 200 | 23.0750 USD |
Purchase | 400 | 23.0750 USD |
Purchase | 400 | 23.0750 USD |
Purchase | 120 | 23.0750 USD |
Purchase | 115 | 23.0750 USD |
Purchase | 100 | 23.0800 USD |
Purchase | 200 | 23.0850 USD |
Purchase | 200 | 23.0850 USD |
Purchase | 100 | 23.0850 USD |
Purchase | 100 | 23.0850 USD |
Purchase | 200 | 23.0900 USD |
Purchase | 100 | 23.0900 USD |
Purchase | 100 | 23.0900 USD |
Purchase | 117 | 23.0950 USD |
Purchase | 953 | 23.0950 USD |
Purchase | 100 | 23.0950 USD |
Purchase | 200 | 23.0950 USD |
Purchase | 200 | 23.0950 USD |
Purchase | 100 | 23.0950 USD |
Purchase | 100 | 23.1000 USD |
Purchase | 200 | 23.1050 USD |
Purchase | 400 | 23.1150 USD |
Purchase | 500 | 23.1150 USD |
Purchase | 24 | 23.1200 USD |
Purchase (Loan Partial Return) | 14,286 | N/A |
Purchase (Loan Full Return) | 1,366 | N/A |
Purchase (Loan Partial Return) | 13,974 | N/A |
Sale (Loan New) | 28,080 | N/A |
Purchase (Loan Full Return) | 28,080 | N/A |
Sale (Loan New) | 109,549 | N/A |
Purchase (Loan Full Return) | 1,019 | N/A |
Sale (Borrow Full Return) | 8,400 | N/A |
Sale (Borrow Full Return) | 13,600 | N/A |
Purchase (Loan Full Return) | 868 | N/A |
Purchase (Loan Partial Return) | 173 | N/A |
Sale (Borrow Full Return) | 3,400 | N/A |
Sale (Borrow Partial Return) | 30,700 | N/A |
Sale (Borrow Full Return) | 2,600 | N/A |
Sale (Borrow Full Return) | 13,300 | N/A |
Sale (Borrow Partial Return) | 10,400 | N/A |
Purchase (Loan Full Return) | 81,469 | N/A |
Sale (Loan New) | 120,616 | N/A |
Purchase (Loan Partial Return) | 39,147 | N/A |
Sale (Borrow Partial Return) | 50,800 | N/A |
Purchase (Borrow New) | 216,900 | N/A |
Sale (Borrow Partial Return) | 10,400 | N/A |
(b) Derivatives transactions (other than options transactions)
Product name, e.g. CFD | Nature of transaction (Note 5) | Number of relevant securities (Note 6) | Price per unit (Note 4) |
CFD | Reducing a long position | 2,433 | 23.0454 USD |
(c) Options transactions in respect of existing relevant securities
(i) Writing, selling, purchasing or varying
Product name,e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 4) |
(ii) Exercising
Product name,e.g. call option | Number of securities | Exercise price per unit (Note 4) |
(d) Other dealings (including transactions in respect of new securities) (Note 3)
Nature of transaction (Note 7) | Details | Price per unit (if applicable) (Note 4) |
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. |
NONE |
Is a Supplemental Form 8 attached? (Note 9) YES
Date of disclosure | 19 November 2025 |
Contact name | Papa Lette and Andrzej Szyszka |
Telephone number | +33(1) 4212 1459 / +48(22) 317 4817 |
Name of offeree/offeror with which connected | AVADEL PHARMACEUTICALS PLC |
Nature of connection (Note 9) | Advisor to Offeree |
SUPPLEMENTAL FORM 38.5(b)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 38.5(b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DETAILS OF OPEN POSITIONS
OPEN POSITIONS (Note 1)
Product name,e.g. call option | Written or purchased | Number of relevant securities to which the option or derivative relates | Exercise price (Note 2) | Type, e.g. American, European etc. | Expiry date |
Swap | Sold | 84 | 0.0000 | N/A | 17/12/2025 |
Swap | Purchased | 33,762 | 0.0000 | N/A | 20/01/2026 |
Notes
1. Where there are open option positions or open derivative positions (except for CFDs), full details should be given. Full details of any existing agreements to purchase or to sell must also be given on this form.
2. For all prices and other monetary amounts, the currency must be stated.
For full details of disclosure requirements, see Rules 8 and 38.5 of the Rules. If in doubt, consult the Panel.