-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CMKJjt0nmx9zQpnh4C+zhwY7KosgkozXccm6RseraogQUQCea3V4KN9VHRV2vSFb 9r3ECqEKZPR1BXLdqqDwqA== 0000950162-03-000813.txt : 20030519 0000950162-03-000813.hdr.sgml : 20030519 20030519124013 ACCESSION NUMBER: 0000950162-03-000813 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHIRE PHARMACEUTICALS GROUP PLC CENTRAL INDEX KEY: 0000936402 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-72862 FILM NUMBER: 03710087 BUSINESS ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 BUSINESS PHONE: 1264333455 MAIL ADDRESS: STREET 1: HAMPSHIRE INTL BUSINESS PARK STREET 2: CHINEHAM BASINGSTOKE CITY: HAMPSHIRE ENGLAND RG STATE: X0 424B3 1 shire424b3.txt PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rule 424(b)(3) File Number 333-72862 PROSPECTUS SUPPLEMENT NO. 6 (To Prospectus Dated December 7, 2001) SHIRE FINANCE LIMITED $325,776,000 2% Senior Guaranteed Convertible Notes due 2011 Guaranteed by Shire Pharmaceuticals Group plc _______________ SHIRE (COMPANY'S LOGO) SHIRE PHARMACEUTICALS GROUP PLC Ordinary Shares and American Depositary Shares which may be issued upon exchange of Preference Shares that will be issued upon Conversion of the Notes _______________ This Prospectus Supplement supplements information contained in that certain Prospectus dated December 7, 2001, as amended or supplemented, relating to the potential sale from time to time by the Selling Securityholders of up to $400,000,000 aggregate principal amount of 2% Senior Guaranteed Convertible Notes due 2011 (the "Notes") of Shire Finance Limited, a Cayman Islands exempted limited company (the "Company"), guaranteed by Shire Pharmaceuticals Group plc, a public limited company incorporated under the laws of England and Wales ("Shire"), issued in a private transaction on August 21, 2001, and Ordinary Shares (including Ordinary Shares in the form of American Depositary Shares) of Shire which may be issued upon exchange of Preference Shares that will be issued upon conversion of the Notes (the "Ordinary Shares"). The Notes and the Ordinary Shares are being offered for the account of the holders thereof or by their transferees, pledgees, donees or successors. This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto. Capitalized terms used herein but not defined have the meanings assigned to such terms in the Prospectus. The information contained in the table set forth in the Prospectus under the caption "Selling Securityholders" shall be deleted and replaced in its entirety with the information set forth below with respect to the Selling Securityholders, the principal amount of Notes that each Selling Securityholder may offer pursuant to the Prospectus, as supplemented by this Prospectus Supplement, and the number of our Ordinary Shares or ADSs which will be issued upon exchange, subject to the option of the Company to have Shire pay cash upon exchange, of the Preference Shares into which such Notes are convertible. We have prepared the table based on information given to us by the Selling Securityholders on or prior to May 16, 2003. Unless otherwise indicated, none of the Selling Securityholders has, or within the past three years has had, any position, office or other material relationship with the Company or Shire or any of their affiliates. Because the Selling Securityholders may offer all or some portion of their -2- Notes or the Ordinary Shares, pursuant to the Prospectus, as supplemented by this Prospectus Supplement, no estimate can be given as to the amount of the Notes or the number of Ordinary Shares that will be held by the Selling Securityholders upon termination of any sales. In addition, the Selling Securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their Notes, or the Ordinary Shares, since the date on which they provided the information regarding their Notes, in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. Unless otherwise indicated, each Selling Securityholder is offering all Notes beneficially owned by it pursuant to the Prospectus, as supplemented by this Prospectus Supplement. No securityholder may offer its Notes, or the Ordinary Shares, pursuant to the Prospectus until the securityholder is named as a Selling Securityholder in this Prospectus Supplement or in another supplement to the Prospectus.
Number of Our Ordinary Percentage of Aggregate Principal Percentage Shares/ADSs Our Ordinary Amount of Notes That of Notes That May Be Shares/ADSs Name May Be Sold Outstanding Sold (1) Outstanding (2) - -------------------------------------- -------------------- ----------- ---------------- --------------- Amaranth LLC(3) $12,547,700 3.3 622,585/ */* 207,528 Argent Classic Convertible $1,500,000 * 74,426/ */* Arbitage Fund (Bermuda) Ltd. 24,808 Argent Lowlev Convertible Arbitage $1,200,000 * 59,541/ */* Fund (Bermuda) Ltd. 19,847 Argent Lowlev Convertible Arbitage $500,000 * 24,808/ */* Fund LLC 8,269 Bank Austria Cayman Islands Ltd. $7,505,000 1.9 372,379/ */* 124,126 Deutsche Banc Alex Brown Inc.(4) $5,500,000 1.4 272,896/ */* 90,965 KBC Financial Products (Cayman $3,430,000 * 170,188/ */* Islands) 56,729 Quattro Fund Ltd. $3,500,000 * 173,661/ */* 57,887 RCG Latitude Master Fund Ltd. $2,457,000 * 121,910/ */* 40,636 RCG Multi Strategy LP $1,290,000 * 64,006/ */* 21,335 Sagamore Hill Hub Fund Ltd. $4,000,000 1.0 198,470/ */* 66,156 TD Securities (USA) Inc. $5,550,000 1.4 275,377/ */* 91,792 -3- Number of Our Ordinary Percentage of Aggregate Principal Percentage Shares/ADSs Our Ordinary Amount of Notes That of Notes That May Be Shares/ADSs Name May Be Sold Outstanding Sold (1) Outstanding (2) - -------------------------------------- -------------------- ----------- ---------------- --------------- All other holders of notes or $276,796,300 71.7 13,733,940/ 2.8/ future transferees, pledgees, 4,577,989 10.2 donees, assignees or successors of any such holders (5)(6)(7) Total.............................. $325,776,000 84.4 16,164,190/ 3.2/ 5,388,074 11.8
* Less than one percent (1%). _______________ (1) Assumes conversion of all of the holder's Notes into Preference Shares and exchange of the Preference Shares at an exchange ratio of 49.6175 Ordinary Shares per preference Share or 16.5392 ADSs per Preference Share. This exchange ratio is subject to adjustment, however, as described under "Description of the Notes -- Adjustments to the Exchange Ratio." As a result, the number of our Ordinary Shares or ADSs which may be issued upon exchange of the Preference Shares issued upon conversion of the Notes may increase or decrease in the future. Does not include our Ordinary Shares or ADSs that may be issued by us upon election by the issuer to convert Notes into Preference Shares instead of redeeming Notes at the holder's option, as described under "Description of the Notes -- Redemption at Option of Holders." (2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 484,692,576 Ordinary Shares (including Ordinary Shares underlying ADSs) or 40,364,022 ADSs outstanding as of May 15, 2003. In calculating this amount for each holder, we treated as outstanding the number of our Ordinary Shares or ADSs which may be issued upon exchange of the Preference Shares issued upon conversion of all Notes held by that holder, but we did not assume conversion of any other holder's notes. Does not include our Ordinary Shares or ADSs that may be issued by us upon election by the issuer to convert Notes into Preference Shares instead of redeeming notes at the holder's option, as described under "Description of the Notes -- Redemption at Option of Holders." (3) Amaranth LLC is also the beneficial owner of $36,975,000 aggregate principal amount of Notes that are not being offered pursuant to the Prospectus, as supplemented by this Prospectus Supplement. Notes held by Amaranth in the aggregate constitute 12.8% of the aggregate principal amount of Notes outstanding and are convertible into Preference Shares which are exchangeable into 2,457,192 Ordinary Shares or 819,065 ADSs of Shire, which represent 0.5% and 2.0%, respectively, of Shire's outstanding Ordinary Shares and ADSs. (4) Deutsche Banc Alex Brown Inc. and/or its affiliates have acted as financial advisors to us and have engaged in investment banking transactions with us from time to time. (5) Information about other selling securityholders will be set forth in Prospectus supplements, if required. (6) Assumes that any other holders of Notes, or any future pledgees, donees, assignees, transferees or successors of or from any such other holders of notes, do not beneficially own any of our Ordinary Shares or ADSs other than the Ordinary Shares or ADSs which may be issued upon exchange of the Preference Shares issued upon conversion of the Notes. (7) We have been informed that $60,224,000 aggregate principal amount of Notes have been sold pursuant to the Prospectus. In addition, during the three months ended March 31, 2003, we repurchased $14.0 million of the $400.0 million aggregate principal amount of Notes. The date of this Prospectus Supplement is May 19, 2003. -----END PRIVACY-ENHANCED MESSAGE-----