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 15, 2018 |
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.) |
Block 2 Miesian Plaza 50-58 Baggot Street Lower Dublin 2 Republic of Ireland |
Registrant’s telephone number, including area code: +353 1 609 6000 |
(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)) |
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 ☐ |
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. ☐ |
Item 8.01. Other Events
Shire plc has issued the press release attached hereto as Exhibit 99.1 which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is filed herewith:
99.1 Press Release dated February 15, 2018
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated February 15, 2018 | |
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: February 15, 2018
Exhibit 99.1
Press Release | |
www.shire.com |
Director/PDMR Shareholding
February 15, 2018 – Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”)
Notification of transactions by person discharging managerial responsibilities
1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated them (“PCA”) | ||
a) | Name | Flemming Ornskov, MD, MPH | |
2. | Reason for the notification | ||
a) | Position / status | Chief Executive Officer - 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 |
Release of ADSs awarded under the Shire Executive Annual Incentive on February 13, 2015. In accordance with the relevant plan rules, upon release the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the ADSs from the award date to the date of release.
(Details of related disposals of ADSs are referenced in section 5. below.) | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
$0 | 2,546 | ||
d) |
Aggregated information - Aggregated volume - Price |
N/A (single transaction) | |
e) | Date of the transaction | February 13, 2018 | |
f) | Place of the transaction | N/A |
5. | 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 | Automated disposal of ADSs in relation to the release of ADSs referenced in section 4. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the release of the ADSs. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
See appendix below | |||
d) | Aggregated information - Aggregated volume - Price |
Weighted average price | Aggregate volume |
$132.0104
|
1,572
| ||
e) | Date of the transaction | February 13, 2018 | |
f) | Place of the transaction | ARCX / CDRG / CROS / DBAX / EBXL / INET / NITE / NQPX |
Appendix
Place of the transaction | Aggregate volume | Weighted average price |
ARCX | 369 | $132.1072 |
CDRG | 200 | $131.9800 |
CROS | 200 | $131.9800 |
DBAX | 100 | $131.9900 |
EBXL | 100 | $131.9850 |
INET | 203 | $131.9716 |
NITE | 300 | $131.9800 |
NQPX | 100 | $131.9900 |
Total | 1,572 | $132.0104 |
Oliver Strawbridge
Senior Assistant Company Secretary
For further information please contact:
Investor Relations | ||
Christoph Brackmann | christoph.brackmann@shire.com | +41 795 432 359 |
Robert Coates | rcoates@shire.com | +44 203 549 0874 |
Sun Kim | sun.kim@shire.com | +1 617 588 8175 |
Media | ||
Lisa Adler | lisa.adler@shire.com | +1 617 588 8607 |
Katie Joyce | kjoyce@shire.com | +1 781 482 2779 |
NOTES TO EDITORS
About Shire
Shire is the global leader in serving patients with rare diseases. We strive to develop best-in-class therapies across a core of rare disease areas including hematology, immunology, genetic diseases, neuroscience, and internal medicine with growing therapeutic areas in ophthalmics and oncology. Our diversified capabilities enable us to reach patients in more than 100 countries who are struggling to live their lives to the fullest.
We feel a strong sense of urgency to address unmet medical needs and work tirelessly to improve people’s lives with medicines that have a meaningful impact on patients and all who support them on their journey.
www.shire.com