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): May 1, 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 releases attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 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 May 1, 2018
99.2 Press Release dated May 1, 2018
99.3 Press Release dated May 1, 2018
99.4 Press Release dated May 1, 2018
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated May 1, 2018 | |
99.2 | Press Release dated May 1, 2018 | |
99.3 | Press Release dated May 1, 2018 | |
99.4 | Press Release dated May 1, 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: May 1, 2018
EXHIBIT 99.1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
1 May 2018
Shire plc (“Shire” or the “Company”)
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company confirms that, as at the close of business on 30 April 2018, being the last business day prior to the date of this announcement, it had 920,917,693 ordinary shares of 5 pence each in issue and admitted to trading on the main market of the London Stock Exchange. Shire holds 7,357,283 ordinary shares in treasury. Accordingly, the total number of voting rights in Shire is 913,560,410. The International Securities Identification Number (“ISIN”) for Shire’s ordinary shares is JE00B2QKY057.
Shire has an American Depositary Share (“ADS”) programme for which Citibank, N.A. acts as depositary. One ADS represents three ordinary shares of 5 pence each, with ISIN US2481R1068. The ADSs trade on the NASDAQ Global Select Market.
Enquiries:
Shire plc
Christoph Brackmann (Investor Relations) | +41 795 432 359 |
Sun Kim (Investor Relations) | +1 617 588 8175 |
Katie Joyce (Media) | +1 781 482 2779 |
EXHIBIT 99.2
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)
1. | KEY INFORMATION |
(a) Full name of discloser: | Flemming Ornskov |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
|
N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
|
SHIRE PLC |
(d) Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)
|
Person acting in concert with the offeree |
(e) Date dealing undertaken: | 30 April 2018 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”
|
NO
|
2. | POSITIONS OF THE PERSON MAKING THE DISCLOSURE |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) | Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing |
Class of relevant security:
|
||||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 227,577(1) | 0.02(2) | Nil | 0 |
(2) Cash-settled derivatives:
|
Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL:
|
Nil | 0 | Nil | 0 |
(1) 181,677 ordinary shares held in the form of American Depositary Shares (“ADSs”). One ADS is equivalent to three ordinary shares of 5p each.
(2) % of total issued share capital (excluding treasury shares).
Form 8 (DD) | 1 | August 2016 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) | Rights to subscribe for new securities (including directors’ and other employee options) |
Class of relevant security in relation to which subscription right exists: | Ordinary shares of 5p each |
Details, including nature of the rights concerned and relevant percentages: |
Options and rights to acquire as set out below
|
Shire Long Term Incentive Plan 2015, Shire Deferred Bonus Plan 2015 and Shire Portfolio Share Plan
Name | Plan | Maximum number of ordinary shares subject of the award | Vesting date | Subscription price |
Flemming Ornskov | Shire Deferred Bonus Plan 2015 | 12,735(1) | 11 March 2019 | Nil |
11,163(1) | 10 March 2020 | Nil | ||
10,470(1) | 9 March 2021 | Nil | ||
Shire Long Term Incentive Plan 2015 | 97,491(1) | 26 February 2019 | Nil | |
68,706(1) | 28 February 2020 | Nil | ||
30,093(1) | 30 April 2018(2) | $245.48(3) | ||
129,987(1) | 26 February 2019 | $161.42(3) | ||
91,608(1) | 28 February 2020 | $181.63(3) | ||
Shire Portfolio Share Plan | 136,803(1) | 28 February 2016(2) | $95.04(3) | |
56,952(1) | 2 May 2016(2) | $91.59(3) | ||
102,522(1) | 28 February 2017(2) | $168.54(3) |
(1) Ordinary shares subject to award in the form of ADSs. One ADS is equivalent to three ordinary shares of 5p each.
(2) Vested but not yet exercised.
(3) Subscription price applicable to exercise of award in the form of ADSs.
Form 8 (DD) | 2 | August 2016 |
Shire Global Employee Stock Purchase Plan
Name | Product description | Number of ordinary Shares subject of the award | Exercise date | Exercise price |
Flemming Ornskov | Option over ADS |
On 1 November 2017, Dr Ornskov was granted an option over notional ADSs. Dr Ornskov has elected to save $480.76 per fortnight (such that an amount of $12,499.76 will have been saved by the exercise date).
If the fair market value of an ADS on 31 October 2017 applies (being $147.63), then the option price will be $125.49, meaning that Dr Ornskov will receive 99 ADSs (representing 297 ordinary shares)
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31 October 2018 |
The option price per ADS will be the lower of 85% of the fair market value of an ADS on 31 October 2017 and 85% of the fair market value of an ADS on 30 October 2018.
|
3. | DEALINGS BY THE PERSON MAKING THE DISCLOSURE |
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) | Purchases and sales |
(i) | Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser) |
Class of relevant security |
Purchase/sale
|
Number of securities | Price per unit |
Ordinary shares of 5p each | Automated sale to settle income tax liability in respect of vesting of award set out at 3(d)(i) below | 10,809(1) | $160.01(2) |
(1) Ordinary shares subject to the dealing held in the form of ADSs. One ADS is equivalent to three ordinary shares of 5p each.
(2) Sale price applicable to the sale of ordinary shares in the form of ADSs.
Form 8 (DD) | 3 | August 2016 |
(ii) | Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser |
Class of relevant security |
Purchases/ sales
|
Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
N/A | N/A | N/A | N/A |
N/A
|
(b) | Cash-settled derivative transactions |
Class of relevant security |
Product description e.g. CFD
|
Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position |
Number of reference securities | Price per unit |
N/A |
N/A
|
N/A | N/A | N/A |
(c) | Stock-settled derivative transactions (including options) |
(i) | Writing, selling, purchasing or varying |
Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit |
Type
e.g. American, European etc.
|
Expiry date | Option money paid/ received per unit |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(ii) | Exercise |
Class of relevant security |
Product description e.g. call option |
Exercising/ exercised against | Number of securities | Exercise price per unit |
N/A | N/A | N/A | N/A |
N/A
|
(d) | Other dealings (including subscribing for new securities) |
(i)
Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details | Price per unit (if applicable) |
Ordinary shares of 5p each | Vesting of an award granted under the Shire Long Term Incentive Plan 2015 (the “LTIP”). The remainder of the award lapsed to reflect achievement of performance conditions. | 22,926 ordinary shares vested.(1) | Nil |
(1) Ordinary shares subject to award in the form of ADSs. One ADS is equivalent to three ordinary shares of 5p each. Award includes ordinary shares pursuant to the LTIP’s dividend equivalence provisions, to reflect dividends paid between date of grant and date of vesting.
(ii)
Class of relevant security |
Nature of dealing e.g. subscription, conversion |
Details | Price per unit (if applicable) |
Ordinary shares of 5p each | Adjustment on vesting to the maximum number of shares subject to an unexercised share option awarded under the LTIP to reflect achievement of performance conditions. | Lapse of 49,101 ordinary shares subject to award(1) | Subscription price per ADS remains $245.48 |
(1) Ordinary shares subject to award in the form of ADSs. One ADS is equivalent to three ordinary shares of 5p each.
Form 8 (DD) | 4 | August 2016 |
4. | OTHER INFORMATION |
(a) | Indemnity and other dealing arrangements |
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” |
None |
(b) | Agreements, arrangements or understandings relating to options or derivatives |
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none” |
None |
(c) | Attachments |
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
Date of disclosure: | 1 May 2018 |
Contact name: | Stephen Williams, Deputy Company Secretary |
Telephone number: | +44 (0)125 689 4003 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.
Form 8 (DD) | 5 | August 2016 |
EXHIBIT 99.3
Press Release | ![]() |
www.shire.com |
Total Voting Rights
May 1, 2018 - 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 April 30, 2018, the Company’s issued ordinary share capital comprised 913,560,410 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 913,560,410. 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.
Sarah Rixon
Company Secretarial Assistant
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 | ||
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
Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX
EXHIBIT 99.4
Press Release | ![]() |
www.shire.com |
Director/PDMR Shareholding
May 1, 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 | |
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 |
Receipt of ADSs following the vesting of Performance Stock Units (“PSUs”) awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on April 30, 2015. In accordance with:
(i) performance conditions measured over the period January 1, 2015, to December 31, 2017, 38% of the PSUs vested; and
(ii) the rules of the LTIP, upon vesting 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 PSUs from the award date to the date of vesting.
(Details of related disposal of ADSs are referenced in section 5. below.) | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
$0 | 7,642 | ||
d) |
Aggregated information
- Aggregated volume - Price |
N/A (single transaction) |
e) | Date of the transaction | April 30, 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 vesting of PSUs referenced in section 4. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the PSUs. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
$160.0151 | 3,603 | ||
d) |
Aggregated information
- Aggregated volume - Price |
N/A (single transaction) | |
e) | Date of the transaction | April 30, 2018 | |
f) | Place of the transaction | NASDAQ |
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 | ||
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