8th Sep 2005 11:00
SHIRE TO INTRODUCE A NEW UK LISTED HOLDING COMPANY TO CREATE DISTRIBUTABLERESERVESBasingstoke, UK and Philadelphia, US - 8th September, 2005 - ShirePharmaceuticals Group plc ("SPG") (LSE: SHP, NASDAQ: SHPGY, TSX: SHQ) announcedtoday that it will be posting a circular (the "Circular") to its shareholderslater this month in connection with proposals to introduce a new UK listedholding company for SPG and have a Court approved reduction of the new holdingcompany's share capital to create distributable reserves (the "Proposals").Like other English companies, SPG can only pay dividends to its shareholders tothe extent that it has distributable reserves as a matter of UK law. TheProposals will increase the distributable reserves available to the holdingcompany of the Shire Group from ‚£87 million ($160 million) as at 31 December2004 to approximately ‚£1,650 million ($3,000 million). The Board believes thatthis is the optimal structure to enable the pursuit of a progressive long-termdividend strategy.The new UK listed holding company, which is to be called Shire plc, will havethe same Board, management and corporate governance as SPG.Terms of the SchemeUnder the terms of a scheme of arrangement under section 425 of the UKCompanies Act 1985 (the "Scheme"), Shire plc will issue Shire plc ordinaryshares to holders of SPG ordinary shares ("SPG Ordinary Shareholders") on aone-for-one basis. The Proposals do not involve any payment for the newordinary shares.The effect of the Proposals will therefore be as follows: * SPG will become a subsidiary of Shire plc (Shire plc will be listed on the London Stock Exchange in SPG's place); * each SPG Ordinary Shareholder will own an identical number of new ordinary shares in Shire plc as they owned in SPG; and * Shire plc's share capital will subsequently be reduced to create distributable reserves. It is expected that the Circular setting out full details of the Proposalstogether with a prospectus in relation to Shire plc (the "Prospectus") will besent to shareholders by 26th September, 2005.ADS Holders and Exchangeable ShareholdersThe ordinary shares underlying SPG ADSs will participate in the Scheme, ifapproved, like all other ordinary shares in SPG. In conjunction with theScheme, it is proposed that SPG ADSs will be replaced by Shire plc ADSs on aone-for-one basis, each Shire plc ADS representing three ordinary shares inShire plc. The Proposals do not involve any payment for the new ADSs. It isintended that the Shire plc ADSs will be traded on NASDAQ in place of the SPGADSs.If the holders of Canadian Exchangeable Shares approve the Proposals, theirshares will be exchanged on a one-for-one basis for new exchangeable sharesentitling them to convert those new shares into ordinary shares or ADSs ofShire plc rather than SPG, on the same terms as the existing CanadianExchangeable Shares. A separate management proxy circular (the "ManagementProxy") will be sent to those shareholders. The Proposals do not involve anypayment for the new exchangeable shares. It is intended that the newexchangeable shares will be traded on the Toronto Stock Exchange.Conditions to the implementation of the ProposalsThe Scheme will require the approval of SPG Ordinary Shareholders at ashareholder meeting to be convened at the direction of the High Court (the"Court Meeting"). The approval required at the Court Meeting is a majority innumber representing not less than 75% in value of those SPG OrdinaryShareholders who vote at the meeting (whether in person or by proxy).The Scheme will also require separate approval by not less than 75% of all SPGshareholders who vote (whether in person or by proxy) at an extraordinarygeneral meeting of SPG (the "EGM").In addition to the approvals mentioned above, the Scheme will be conditionalupon the sanction of the Scheme by the High Court. The subsequent reduction ofcapital of Shire plc will also require approval at a separate hearing of theHigh Court.Expected Timetable of Key EventsCircular and Prospectus sent to shareholders By 26th September 2005 Last date for receipt of forms of proxy for 26th October 2005 Court Meeting and EGM Court Meeting and EGM 28th October 2005 Last day for dealings in existing SPG ordinary 24th November 2005 shares Scheme Record Time 5.30 p.m. on 24th November 2005 Shire plc ordinary shares issued, listed on the 8.00 a.m. on 25th November London Stock Exchange and dealings commence 2005 Court hearing of the petition to confirm the 28th November 2005 Shire plc reduction of capital Shire plc reduction of capital effective 29th November 2005 This timetable is based on the Board's expectations and may be subject tochange. Any changes to the timetable will be the subject of a furtherannouncement. Key dates relevant to the holders of SPG ADSs and CanadianExchangeable Shares may differ from those above and will be set out in full inthe Circular and the Management Proxy, respectively.Morgan Stanley & Co. International Limited is acting as sponsor to Shire plc'slisting.For further information please contact:Investor Relations Clƒ©a Rosenfeld (Rest of the World) +44 1256 894 160 Brian Piper (North America) +1 484 595 8252 Media Jessica Mann (Rest of the World) +44 1256 894 280 Matthew Cabrey (North America) +1 484 595 8248 Notes to editorsShire Pharmaceuticals Group plcShire Pharmaceuticals Group plc is a global specialty pharmaceutical companywith a strategic focus on meeting the needs of the specialist physician andcurrently focuses on developing and marketing products in the areas of centralnervous system (CNS), gastrointestinal (GI), renal diseases and geneticdiseases. SPG has operations in the world's key pharmaceutical markets (US,Canada, UK, France, Italy, Spain and Germany) as well as a specialist drugdelivery unit in the US.For further information on SPG, please visit the Company's website: www.shire.com.This announcement does not constitute an offer or invitation to purchasesecurities.Morgan Stanley & Co International Limited is acting for SPG and Shire plc andno one else in connection with the Proposals and will not be responsible toanyone other than SPG and Shire plc for the protections afforded to its clientsor for providing advice in relation to the Proposals or the content of thisannouncement.Notice to United States residentsThe Shire plc ordinary shares and other securities to be issued in connectionwith the Proposals have not been, nor will be, and are not required to be,registered with the US Securities and Exchange Commission under the USSecurities Act of 1933, as amended, in reliance on the exemption provided bySection 3(a)(10) thereof or other available exemptions from registration."SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF1995Statements included herein that are not historical facts are forward-lookingstatements. Such forward-looking statements involve a number of risks anduncertainties and are subject to change at any time. In the event such risks oruncertainties materialize, SPG and Shire plc's results could be materiallyaffected. The risks and uncertainties include, but are not limited to, risksassociated with: the inherent uncertainty of pharmaceutical research, productdevelopment, manufacturing and commercialization; the impact of competitiveproducts, including, but not limited to, the impact of those on SPG's AttentionDeficit and Hyperactivity Disorder (ADHD) franchise; patents, including, butnot limited to, legal challenges relating to SPG's ADHD franchise; governmentregulation and approval, including, but not limited to, the expected productapproval dates of MTS (METHYPATCH) (ADHD), SPD503 (ADHD), SPD465 (ADHD), SPD476(ulcerative colitis), I2S (iduronate-2-sulfatase) (Hunter syndrome), and NRP104(ADHD), including its scheduling classification by the Drug Enforcement Agencyin the United States; SPG's ability to benefit from its acquisition ofTranskaryotic Therapies, Inc.; SPG's ability to secure new products forcommercialization and/or development; and other risks and uncertaintiesdetailed from time to time in SPG's filings with the Securities and ExchangeCommission, including its Annual Report on Form 10-K for the year to December31, 2004. 3Hampshire International Business Park Chineham Basingstoke Hampshire RG24 8EP United Kingdom Tel +44 (0)1256 894000 Fax +44 (0)1256 894708 www.shire.com Press Release Registered in England 2883758 Registered Office as aboveENDShire Pharmaceuticals Group PLCRelated Shares:
Shire