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): July 3, 2017
SHIRE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands | 0-29630 | 98-0601486 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5 Riverwalk, Citywest Business Campus, Dublin
24, Republic of Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code: +353 1 429 7700
(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) |
o | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01. Other Events
Shire plc has issued the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 which are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
99.1 Press Release dated July 3, 2017
99.2 Press Release dated July 3, 2017
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/ W R Mordan | |||
Name: | Bill Mordan | |||
Title: | Company Secretary |
Date: July 3, 2017
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated July 3, 2017 | |
99.2 | Press Release dated July 3, 2017 |
Exhibit 99.1
Press Release www.shire.com |
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Director/PDMR Shareholding
July 3, 2017 – Shire plc (LSE: SHP, NASDAQ: SHPG)
Notification of transactions by persons discharging managerial responsibilities
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | Susan Kilsby |
2. | Reason for the notification | |
a) | Position / status | Chairman - PDMR |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | |
a) | Name | Shire plc |
b) | LEI | 54930005LQRLI2UXRQ59 |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”) |
Identification code | ISIN: US82481R1068 | |
b) | Nature of the transaction | Acquisition of ADSs, being the part of Ms. Kilsby’s total fees that are paid in ADSs for the period of service from April 1 to June 30, 2017. |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
$164.4008 | 162 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XNAS / ARCX |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | William Burns |
2. | Reason for the notification | |
a) | Position / status | Senior Independent Director - PDMR |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | |
a) | Name | Shire plc |
b) | LEI | 54930005LQRLI2UXRQ59 |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument |
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
|
Identification code | ISIN: JE00B2QKY057 | |
b) | Nature of the transaction | Acquisition of Ordinary Shares, being the part of Mr. Burns’ total fees that are paid in Ordinary Shares for the period of service from April 1 to June 30, 2017. |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
£42.5500 | 156 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XLON / BATE |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | Dominic Blakemore |
2. | Reason for the notification | |
a) | Position / status | Non-Executive Director - PDMR |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | |
a) | Name | Shire plc |
b) | LEI | 54930005LQRLI2UXRQ59 |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument |
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
| |
Identification code | ISIN: JE00B2QKY057 | ||
b) | Nature of the transaction | Acquisition of Ordinary Shares, being the part of Mr. Blakemore’s total fees that are paid in Ordinary Shares for the period of service from April 1 to June 30, 2017. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
£42.5500 | 152 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XLON / BATE |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | Olivier Bohuon |
2. | Reason for the notification | |
a) | Position / status | Non-Executive Director - PDMR |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | |
a) | Name | Shire plc |
b) | LEI | 54930005LQRLI2UXRQ59 |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument |
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
|
Identification code | ISIN: JE00B2QKY057 | |
b) | Nature of the transaction | Acquisition of Ordinary Shares, being the part of Mr. Bohuon’s total fees that are paid in Ordinary Shares for the period of service from April 1 to June 30, 2017. |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated
|
Weighted average price | Volume |
information - Aggregated volume - Price |
£42.5500 | 136 | |
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XLON / BATE |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | Ian Clark |
2. | Reason for the notification | |
a) | Position / status | Non-Executive Director - PDMR |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | |
a) | Name | Shire plc |
b) | LEI | 54930005LQRLI2UXRQ59 |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”) |
Identification code | ISIN: US82481R1068 | |
b) | Nature of the transaction | Acquisition of ADSs, being the part of Mr. Clark’s total fees that are paid in ADSs for the period of service from April 1 to June 30, 2017. |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
$164.4008 | 42 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XNAS / ARCX |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | Gail Fosler |
2. | Reason for the notification | |
a) | Position / status | Non-Executive Director - PDMR |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | |
a) | Name | Shire plc |
b) | LEI | 54930005LQRLI2UXRQ59 |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”) |
Identification code | ISIN: US82481R1068 | |
b) | Nature of the transaction | Acquisition of ADSs, being the part of Ms. Fosler’s total fees that are paid in ADSs for the period of service from April 1 to June 30, 2017. |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
$164.4008 | 44 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XNAS / ARCX |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | Steven Gillis |
2. | Reason for the notification | |
a) | Position / status | Non-Executive Director - PDMR |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | |
a) | Name | Shire plc |
b) | LEI | 54930005LQRLI2UXRQ59 |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument |
Shire plc American Depositary Shares (“ADSs”)
| |
Identification code | ISIN: US82481R1068 | ||
b) | Nature of the transaction | Acquisition of ADSs, being the part of Dr. Gillis’ total fees that are paid in ADSs for the period of service from April 1 to June 30, 2017. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
$164.4008 | 47 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XNAS / ARCX |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | ||
a) | Name | David Ginsburg | |
2. | Reason for the notification | ||
a) | Position / status | Non-Executive Director - PDMR | |
b) | Initial notification / amendment | Initial notification | |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Shire plc | |
b) | LEI | 54930005LQRLI2UXRQ59 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”) | |
Identification code | ISIN: US82481R1068 | ||
b) | Nature of the transaction | Acquisition of ADSs, being the part of Dr. Ginsburg’s total fees that are paid in ADSs for the period of service from April 1 to June 30, 2017. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
$164.4008 | 48 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XNAS / ARCX |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | ||
a) | Name | Sara Mathew | |
2. | Reason for the notification | ||
a) | Position / status | Non-Executive Director - PDMR | |
b) | Initial notification / amendment | Initial notification | |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Shire plc | |
b) | LEI | 54930005LQRLI2UXRQ59 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”) | |
Identification code | ISIN: US82481R1068 | ||
b) | Nature of the transaction | Acquisition of ADSs, being the part of Ms. Mathew’s total fees that are paid in ADSs for the period of service from April 1 to June 30, 2017. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
$164.4008 | 46 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XNAS / ARCX |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | Anne Minto |
2. | Reason for the notification | ||
a) | Position / status | Non-Executive Director - PDMR | |
b) | Initial notification / amendment | Initial notification | |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Shire plc | |
b) | LEI | 54930005LQRLI2UXRQ59 | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument |
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
| |
Identification code | ISIN: JE00B2QKY057 | ||
b) | Nature of the transaction | Acquisition of Ordinary Shares, being the part of Ms. Minto’s total fees that are paid in Ordinary Shares for the period of service from April 1 to June 30, 2017. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
£42.5500 | 153 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XLON / BATE |
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | |
a) | Name | Albert Stroucken |
2. | Reason for the notification | |
a) | Position / status | Non-Executive Director - PDMR |
b) | Initial notification / amendment | Initial notification |
3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | |
a) | Name | Shire plc |
b) | LEI | 54930005LQRLI2UXRQ59 |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) | Description of the financial instrument, type of instrument |
Shire plc American Depositary Shares (“ADSs”)
| |
Identification code | ISIN: US82481R1068 | ||
b) | Nature of the transaction | Acquisition of ADSs, being the part of Mr. Stroucken’s total fees that are paid in ADSs for the period of service from April 1 to June 30, 2017. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) |
Aggregated information - Aggregated volume - Price |
Weighted average price | Volume |
$164.4008 | 48 | ||
e) | Date of the transaction | June 30, 2017 | |
f) | Place of the transaction | XNAS / ARCX |
Appendix: individual / aggregated transaction details for PDMRs
Shire plc American Depositary Shares | ||
Place of the transaction | Price(s) | Volume(s) |
ARCX | $164.3900 | 100 |
XNAS | $164.3900 | 100 |
XNAS | $164.4100 | 37 |
XNAS | $164.4100 | 200 |
Place of the transaction | Weighted average price | Aggregated volume |
ARCX | $164.3900 | 100 |
XNAS | $164.4041 | 337 |
Total | $164.4008 | 437 |
Shire plc Ordinary Shares of 5 pence each | ||
Place of the transaction | Price(s) | Volume(s) |
XLON | £42.5500 | 117 |
XLON | £42.5500 | 70 |
XLON | £42.5500 | 58 |
XLON | £42.5500 | 46 |
XLON | £42.5500 | 49 |
XLON | £42.5500 | 150 |
XLON | £42.5500 | 11 |
BATE | £42.5500 | 96 |
Place of the transaction | Weighted average price | Aggregated volume |
XLON | £42.5500 | 501 |
BATE | £42.5500 | 96 |
Total | £42.5500 | 597 |
Oliver Strawbridge
Senior Assistant Company Secretary
For further information please contact:
Investor Relations | ||
Ian Karp | ikarp@shire.com | +1 781 482 9018 |
Robert Coates | rcoates@shire.com | +44 1256 894874 |
Media | ||
Lisa Adler | lisa.adler@shire.com | +1 617 588 8607 |
Debbi Ford | debbi.ford@shire.com | +1 617 949 9083 |
NOTES TO EDITORS
About Shire
Shire is the leading global biotechnology company focused on serving people with rare diseases. We strive to develop best-in-class products, many of which are available in more than 100 countries, across core therapeutic areas including Hematology, Immunology, Neuroscience, Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and Hereditary Angioedema; and a growing franchise in Oncology.
Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest.
www.shire.com
Exhibit 99.2
Press Release www.shire.com |
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Total Voting Rights
July 3, 2017 - Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”), in accordance with 5.6.1R of the Financial Conduct Authority's (the “FCA”) Disclosure Guidance and Transparency Rules, notifies the market of the following:
As at June 30, 2017, the Company’s issued ordinary share capital comprised 907,992,408 ordinary shares of 5 pence each with voting rights and a further 7,357,283 ordinary shares held in treasury.
Therefore, the total number of voting rights in the Company is 907,992,408. This is the figure which should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Oliver Strawbridge
Senior Assistant Company Secretary
For further information please contact:
Investor Relations | ||
Ian Karp | ikarp@shire.com | +1 781 482 9018 |
Robert Coates | rcoates@shire.com | +44 1256 894874 |
Media | ||
Lisa Adler | lisa.adler@shire.com | +1 617 588 8607 |
Debbi Ford | debbi.ford@shire.com | +1 617 949 9083 |
NOTES TO EDITORS
About Shire
Shire is the leading global biotechnology company focused on serving people with rare diseases. We strive to develop best-in-class products, many of which are available in more than 100 countries, across core therapeutic areas including Hematology, Immunology, Neuroscience, Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and Hereditary Angioedema; and a growing franchise in Oncology.
Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest.
www.shire.com
Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX