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): December 13, 2013

Shire plc

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(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

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(State or other jurisdiction of incorporation)

0-29630                                                  98-0601486

(Commission File Number)                (IRS Employer Identification No.)

5 Riverwalk, Citywest Business Campus, Dublin

24, Republic of Ireland

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(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code               +353 1 429 7700

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(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.):

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

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

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

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

Item 3.02. Unregistered Sales of Equity Securities

On November 26, 2013, Shire plc (the “Company”) issued an optional redemption notice under the Trust Deed dated May 9, 2007 (the “Trust Deed”) to holders (the “Holders”) of the Company’s 2.75% Convertible Bonds due 2014 (the “Convertible Bonds”). The issuance of the Convertible Bonds was previously reported by the Company on May 15, 2007. The aggregate outstanding principal amount of the Convertible Bonds on November 25, 2013, the last practicable date prior to the date of the optional redemption notice, was US$1,075,070,000. The last day on which Holders could exercise their conversion rights was December 13, 2013. Convertible Bonds which were not voluntarily converted by Holders will be redeemed by the Company on December 27, 2013 at par together with interest accrued to that date.

As of December 13, 2013, US$1,099,050,000 aggregate principal amount of the Convertible Bonds had been voluntarily converted into fully paid ordinary shares in the capital of the Company, with par value of £0.05 each (“Ordinary Shares”). Pursuant to the terms of the Trust Deed, the Convertible Bonds which had been converted as of December 13, 2013 were converted into 33,806,464 Ordinary Shares at a conversion price of US$32.51 per Ordinary Share. The Ordinary Shares into which the Convertible Bonds have been converted were issued in reliance on an exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that the Ordinary Shares have been exchanged with holders of the Convertible Bonds exclusively and no commission or other remuneration has been paid or given directly or indirectly for soliciting such exchange.

Item 8.01.      Other Events

The Company has issued the press release attached hereto as Exhibit 99.01, which is incorporated by reference herein.

Item 9.01.      Financial Statements and Exhibits

(d)  Exhibits.  The following exhibit is filed herewith:

99.01           Press Release dated December 16, 2013

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/ T May
	Name:	Tatjana May
	Title:	General Counsel

Dated: December 16, 2013

EXHIBIT INDEX
Number	Description
99.01	Press release dated December 16, 2013

EX-99.1

Exhibit 99.01

Press Release
www.shire.com

Notice of Redemption of U.S.$1,100,000,000 2.75 per cent. Convertible Bonds due 2014

December 16, 2013 – Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”) announces that, in accordance with the terms and conditions (the “Conditions”) of its U.S.$1,100,000,000 2.75 per cent convertible bonds due 2014 (ISIN – XS0299687482) (the “Bonds”), Bonds in an aggregate principle amount of U.S.$1,099,050,000 had been voluntarily converted into 33,806,464 ordinary shares of the Company during the Conversion Period.

The remaining outstanding Bonds in an aggregate principle amount of U.S.$950,000 will be redeemed pursuant to the Optional Redemption Notice dated November 26, 2013 in which the Company announced its intention to redeem any outstanding Bonds on December 27, 2013.

Notice is hereby given of the Company’s intention, following the redemption of the outstanding Bonds, to cancel the listing of the Bonds on the Official List maintained by the UK Listing Authority and the admission to trading of the Bonds on the Professional Securities Market of the London Stock Exchange on January 17, 2014 (being more than 20 business days after today's date). 

This notification is being made in accordance with LR 5.2.8R. 

Words and expressions defined in the Conditions have the same meaning herein.

For further information please contact:

Investor Relations
Eric Rojas	erojas@shire.com	+1 781 482 0999
Sarah Elton-Farr	seltonfarr@shire.com	+44 1256 894157

NOTES TO EDITORS

Shire enables people with life-altering conditions to lead better lives.

Our strategy is to focus on developing and marketing innovative specialty medicines to meet significant unmet patient needs.

We provide treatments in Neuroscience, Rare Diseases, Gastrointestinal, Internal Medicine and Regenerative Medicine and we are developing treatments for symptomatic conditions treated by specialist physicians in other targeted therapeutic areas.

www.shire.com

Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX