8-K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 20, 2007

Shire plc

(Exact name of registrant as specified in its charter)

England and Wales

(State or other jurisdiction of incorporation)

0-29630	98-0484822
(Commission File Number)	(IRS Employer Identification No.)

Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP England

(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code	44 1256 894 000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

x Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 8.01. Other Events.

     Shire plc has issued the press releases attached hereto as Exhibit 99.01 and Exhibit 99.02 which are incorporated by reference herein and filed under the cover of this Form 8-K pursuant to Rule 135c(d) under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits. The following exhibits are filed herewith:

99.01   Press Release of Shire plc dated February 20, 2007.
99.02   Press Release of Shire plc dated February 20, 2007.

2

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SHIRE PLC
By:	/s/ Angus Russell
	Name:	ANGUS RUSSEL
	Title:	Chief Financial Officer

Dated: February 20, 2007

3

EXHIBIT INDEX

Number Description

99.01	Press Release of Shire plc dated February 20, 2007
99.02	Press Release of Shire plc dated February 20, 2007

4

EX-99.1

Exhibit 99.1

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

SHIRE ANNOUNCES $800 MILLION EQUITY FINANCING
IN CONNECTION WITH ACQUISITION OF NEW RIVER

Basingstoke, UK and Philadelphia, US – February 20, 2007 – Shire plc (LSE: SHP, NASDAQ: SHPGY, TSX: SHQ) (“Shire”) announces today that, to part-finance its proposed acquisition (by way of tender offer and merger) of New River Pharmaceuticals Inc, it plans to raise approximately $800 million by way of a private placement of new ordinary shares to certain institutional investors worldwide.

Based on the closing price of Shire shares on the London Stock Exchange on February 19, 2007 of £10.75, an $800 million equity issue would result in the issue of approximately 38 million new Shire ordinary shares, representing approximately 7.5% of the current outstanding ordinary share capital of Shire. This equity financing is expected to close within 48 hours of this announcement.

The new ordinary shares to be issued in the private placement will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of Shire, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the new ordinary shares.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act of 1933.

For further information please contact:
Investor Relations	Cléa Rosenfeld (Rest of the World)	+44 1256 894 160
	Eric Rojas and 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

Additional Information

The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell New River common stock. Investors and security holders are urged to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer described in this report when they become available because they will contain important information. The tender offer statement will be filed by a subsidiary of Shire with the Securities and Exchange Commission (SEC), and the solicitation/recommendation statement will be filed by New

Registered in England 5492592 Registered Office as above

River with the SEC. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed by Shire or New River with the SEC at the website maintained by the SEC at www.sec.gov. The tender offer statement and related materials may be obtained for free by directing such requests to Shire at Hampshire International Business Park, Chineham, Basingstoke, Hampshire, England, RG24 8EP, attention: Investor Relations. The solicitation/recommendation statement and such other documents may be obtained by directing such requests to New River at 1881 Grove Avenue, Radford, Virginia 24141, attention: Director of Corporate Communications.

2

EX-99.2

Exhibit 99.2

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

20 February 2007

Shire plc ("Shire" or the "Company")

RESULT OF EQUITY PLACING

Shire is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 42,883,721 new ordinary shares of 5 pence each in Shire (the "Placing Shares") have been placed at a price of 1075 pence per Placing Share, raising gross proceeds of approximately $900 million (£461 million). The Placing Shares being issued represent approximately 8.4 per cent. of Shire's issued ordinary share capital prior to the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing issued ordinary shares of 5 pence each in the capital of the Company including the right to receive all future dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares.

The securities offered have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act of 1933.

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

Registered in England 5492592 Registered Office as above

Notes to editors

SHIRE PLC

Shire’s strategic goal is to become the leading specialty pharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit and hyperactivity disorder (ADHD), human genetic therapies (HGT), gastrointestinal (GI) and renal diseases. The structure is sufficiently flexible to allow Shire to target new therapeutic areas to the extent opportunities arise through acquisitions. Shire believes that a carefully selected portfolio of products with a strategically aligned and relatively small-scale sales force will deliver strong results.

Shire’s focused strategy is to develop and market products for specialty physicians. Shire’s in-licensing, merger and acquisition efforts are focused on products in niche markets with strong intellectual property protection either in the US or Europe.

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 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 SPD503 (guanfacine extended release) (ADHD), SPD465 (extended release of mixed amphetamine salts) (ADHD), and VYVANSE (NRP104) (lisdexamfetamine dimesylate) (ADHD), including its scheduling classification by the Drug Enforcement Administration in the United States; Shire’s ability to complete, and achieve anticipated benefits from the acquisition of New River Pharmaceuticals; 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.

2