EX-99.01 3 ex9901.htm
    EXHIBIT 99.01
  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  

RESULT OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING – SHAREHOLDERS APPROVE SCHEME OF ARRANGEMENT AND NEW SHARE PLANS

Basingstoke, UK and Philadelphia, US – October 28, 2005 – Shire Pharmaceuticals Group plc (LSE: SHP, NASDAQ: SHPGY, TSX: SHQ) announces that ordinary shareholders approved the scheme of arrangement proposed in a circular to shareholders 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 will result 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 the Court meeting (the “EGM”), shareholders approved the special resolution proposed in the notice of the EGM included in the Circular. The special resolution gives effect to the scheme of arrangement, amends SPG’s articles of association in relation to the scheme and approves the reduction of capital of Shire plc by which distributable reserves will be created for the group.

Shareholders at the EGM also approved resolutions implementing new share schemes of both SPG and Shire plc, the principal terms of which were summarised in the Circular.

The full results of the meetings were as follows:

 


Registered in England 2883758 Registered Office as above






POLL RESULT FOR THE COURT MEETING

Resolution 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 EGM

All resolutions were put to the EGM and approved on a show of hands. The proxy votes received for the EGM are set out below:

Resolution:  For:* Against: Abstentions:**   
         
1.To approve the scheme of arrangement  358,078,386 1,260,846 530,008   
and other related matters.  (99.65%) (0.35%)    
         
2.To approve the adoption and  350,101,918 8,920,018 847,304   
establishment of Part A of the Shire  (97.52%) (2.48%)    
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 Shire  (97.51%) (2.49%)    
Pharmaceuticals Group plc Portfolio Share     
Plan.     
         
4.To approve the adoption by Shire plc of  354,484,368 4,530,849 854,023   
the Shire plc Sharesave Scheme and to  (98.74%) (1.26%)    
approve the authorisation given to the     
directors of Shire plc in relation thereto.     
         
5.To approve the adoption by Shire plc of  350,025,711 8,990,780 852,749   
Part A of the Shire plc Portfolio Share Plan.  (97.50%) (2.50%)    
         
6.To approve the adoption by Shire plc of  350,026,432 8,990,576 852,232   
Part B of the Shire plc Portfolio Share Plan.  (97.50%) (2.50%)    
         
7.To approve the assumption by Shire plc,  354,601,420 4,419,966 847,854   
with effect from the scheme becoming  (98.77%) (1.23%)    
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 has been provided to the Financial Services Authority for publication through the document viewing facility.

Canadian Exchangeable Shareholders also approved the new holding company proposals at their separate meeting on 21st October 2005.

As a result, the Canadian Exchangeable Shares will be exchanged, as a consequence of the scheme becoming effective, for new exchangeable shares on a one-for-one basis. The new exchangeable shares will be convertible into three ordinary shares or one American






Depositary Share of Shire plc, on the same terms as the existing Canadian Exchangeable Shares.

For further information please contact:

Investor Relations  Cléa 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 editors

Shire Pharmaceuticals Group plc

Shire Pharmaceuticals Group plc (Shire) is a global specialty pharmaceutical company with a strategic focus on meeting the needs of the specialist physician and currently focuses on developing and marketing products in the areas of central nervous system (CNS), gastrointestinal (GI), renal diseases and human genetic therapies. Shire has operations in the world’s key pharmaceutical markets (US, Canada, UK, France, Italy, Spain and Germany) as well as a specialist 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 OF 1995

Statements included herein that are not historical facts are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Shire's results could be materially affected. The risks and uncertainties include, but are not limited to, risks associated with the 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 Deficit and Hyperactivity Disorder (ADHD) franchise, patents, including, but not limited to, legal challenges relating to Shire's ADHD franchise, government regulation and approval, including, but not limited to, the expected product approval 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 Enforcement Administration in the United States, Shire’s ability to benefit from its acquisition of TKT, Shire's ability to secure new products for commercialization and/or development and other risks and uncertainties detailed from time to time in Shire's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year to December 31, 2004.