28th Oct 2005 14:00
RESULT OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING - SHAREHOLDERSAPPROVE SCHEME OF ARRANGEMENT AND NEW SHARE PLANSBasingstoke, UK and Philadelphia, US - Month Date, 2005 - Shire PharmaceuticalsGroup plc (LSE: SHP, NASDAQ: SHPGY, TSX: SHQ) announces that ordinaryshareholders approved the scheme of arrangement proposed in a circular toshareholders dated 26th September 2005 (the "Circular"), without modification,at a meeting today convened by the High Court.The High Court is expected to approve the scheme of arrangement, which willresult in the establishment of a new UK listed holding company, Shire plc,above SPG at a hearing convened for 24th November 2005.At the extraordinary general meeting which followed after the conclusion of theCourt meeting (the "EGM"), shareholders approved the special resolutionproposed in the notice of the EGM included in the Circular. The specialresolution gives effect to the scheme of arrangement, amends SPG's articles ofassociation in relation to the scheme and approves the reduction of capital ofShire plc by which distributable reserves will be created for the group.Shareholders at the EGM also approved resolutions implementing new shareschemes of both SPG and Shire plc, the principal terms of which were summarisedin the Circular.The full results of the meetings were as follows:POLL RESULT FOR THE COURT MEETINGResolution to approve the scheme:Number of votes for: 300,786,765 99.74% Number of votes against: 780,881 0.26% Number of voters for: 960 96.77% Number of voters against: 32 3.23% PROXY VOTES FOR THE EGMAll resolutions were put to the EGM and approved on a show of hands. The proxyvotes received for the EGM are set out below:Resolution: For:* Against: Abstentions:** 1. To approve the scheme of 358,078,386 1,260,846 530,008 arrangement and other related (99.65%) (0.35%) matters. 2. To approve the adoption and 350,101,918 8,920,018 847,304 establishment of Part A of the (97.52%) (2.48%) Shire Pharmaceuticals Group plc Portfolio Share Plan. 3. To approve the adoption and 349,243,229 8,932,732 1,693,279 establishment of Part B of the (97.51%) (2.49%) Shire Pharmaceuticals Group plc Portfolio Share Plan. 4. To approve the adoption by 354,484,368 4,530,849 854,023 Shire plc of the Shire plc (98.74%) (1.26%) Sharesave Scheme and to approve the authorisation given to the directors of Shire plc in relation thereto. 5. To approve the adoption by 350,025,711 8,990,780 852,749 Shire plc of Part A of the Shire (97.50%) (2.50%) plc Portfolio Share Plan. 6. To approve the adoption by 350,026,432 8,990,576 852,232 Shire plc of Part B of the Shire (97.50%) (2.50%) plc Portfolio Share Plan. 7. To approve the assumption by 354,601,420 4,419,966 847,854 Shire plc, with effect from the (98.77%) (1.23%) scheme becoming effective, of the Shire Pharmaceuticals Group plc Employee Stock Purchase Plan (as amended and renamed). * These figures include discretionary votes.**Abstentions are not counted in the proportion of votes "for" or "against".A copy of each of the resolutions passed at the Court meeting and the EGM hasbeen provided to the Financial Services Authority for publication through thedocument viewing facility.Canadian Exchangeable Shareholders also approved the new holding companyproposals at their separate meeting on 21st October 2005.As a result, the Canadian Exchangeable Shares will be exchanged, as aconsequence of the scheme becoming effective, for new exchangeable shares on aone-for-one basis. The new exchangeable shares will be convertible into threeordinary shares or one American Depositary Share of Shire plc, on the sameterms as the existing Canadian Exchangeable Shares.For further information please contact:Investor Relations Clĩa 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 (Shire) is a global specialty pharmaceuticalcompany with a strategic focus on meeting the needs of the specialist physicianand currently focuses on developing and marketing products in the areas ofcentral nervous system (CNS), gastrointestinal (GI), renal diseases and humangenetic therapies. Shire has operations in the world's key pharmaceuticalmarkets (US, Canada, UK, France, Italy, Spain and Germany) as well as aspecialist drug delivery unit in the US.For further information on Shire, please visit the Company's website: www.shire.com."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, Shire's results could be materially affected. Therisks and uncertainties include, but are not limited to, risks associated withthe inherent uncertainty of pharmaceutical research, product development,manufacturing and commercialization, the impact of competitive products,including, but not limited to, the impact of those on Shire's Attention Deficitand Hyperactivity Disorder (ADHD) franchise, patents, including, but notlimited to, legal challenges relating to Shire'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 (idursulfase) (Hunter syndrome), Dynepo and NRP104(ADHD), including its scheduling classification by the Drug EnforcementAdministration in the United States, Shire's ability to benefit from itsacquisition of TKT, Shire's ability to secure new products forcommercialization and/or development and other risks and uncertainties detailedfrom time to time in Shire's filings with the Securities and ExchangeCommission, including its Annual Report on Form 10-K for the year to December31, 2004. Hampshire 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