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 3, 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
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Registrant’s telephone number, including area code: +353 1 609 6000 |
(Former name or former address, if changed since last report) |
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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 ☐
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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 and 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 May 3, 2018
99.2 Press Release dated May 3, 2018
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated May 3, 2018 | |
99.2 | Press Release dated May 3, 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 3, 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.
3 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 2 May 2018, being the last business day prior to the date of this announcement, it had 920,959,398 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 913,602,115. 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
Press Release | |
www.shire.com |
Director/PDMR Shareholding
May 3, 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 | Matt Walker | |
2. | Reason for the notification | ||
a) | Position / status | Head of Technical Operations - 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 Restricted Stock Units (“RSUs”) awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on May 2, 2016. In accordance with 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 RSUs 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 | 822 | ||
d) |
Aggregated information
- Aggregated volume - Price |
N/A (single transaction) | |
e) | Date of the transaction | May 2, 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 RSUs referenced in section 4. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the RSUs. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
$159.4427 | 322 | ||
d) |
Aggregated information
- Aggregated volume - Price |
N/A (single transaction) | |
e) | Date of the transaction | May 2, 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