S-8

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on December 12, 2003

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SHIRE PHARMACEUTICALS GROUP PLC
(Exact name of registrant as specified in its charter)

ENGLAND AND WALES (State or other jurisdiction of incorporation or organization)	98-0359573 (I.R.S. Employer Identification No.)
HAMPSHIRE INTERNATIONAL BUSINESS PARK CHINEHAM, BASINGSTOKE HAMPSHIRE RG24 8EP ENGLAND (Address of Principal Executive Offices)                (Zip Code)
THE SHIRE PHARMACEUTICALS 2003 DEFERRED BONUS PLAN (Full title of the plan)
WILLIAM A. NUERGE SHIRE US INC. ONE RIVERFRONT PLACE NEWPORT, KENTUCKY 41071 (Name and address of agent for service)
(859) 669-8000 (Telephone number, including area code, of agent for service)
With a copy to:
DAVID A. RIVERA KAYE SCHOLER LLP FIFTH FLOOR, 120 ALDERSGATE STREET LONDON EC1A 4JQ ENGLAND

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(2)	Proposed Maximum Offering Price per share(3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
Ordinary Shares, nominal value 5 pence per Ordinary Share(1)	5,000,000	$8.5834	$42,917,000	$3,471.99

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement on Form S-8 (the "Registration Statement") also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(1)

American Depositary Receipts evidencing American Depositary Shares deliverable on deposit of the Ordinary Shares, nominal value 5 pence per share (the "Ordinary Shares"), of Shire Pharmaceuticals Group plc ("Shire" or the "Registrant") have been registered pursuant to a separate Registration Statement on Form F-1 (Registration No. 333-8394) filed with the Securities and Exchange Commission (the "Commission"). Each American Depositary Share represents three Ordinary Shares.

(2)

The number of Ordinary Shares being registered represents the estimated maximum aggregate number deliverable to employees in the United States pursuant to the Shire Pharmaceuticals 2003 Deferred Bonus Plan (the "Plan").

This Registration Statement on Form S-8 shall also cover any additional Ordinary Shares which become deliverable under the Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding Ordinary Shares of the Registrant.

(3)

In accordance with Rule 457(h), the proposed maximum offering price per share has been calculated pursuant to Rule 457(c). The translation of the average of the high and low Ordinary Share prices on December 10, 2003 on the London Stock Exchange from 4.9200 pounds Sterling into U.S. Dollars has been made at the noon buying rate on December 10, 2003 of £1=U.S.$1.7446. The resulting proposed maximum offering price per share, U.S.$8.5834, has been multiplied by the amount of shares to be registered to obtain the proposed maximum aggregate offering price of U.S.$42,917,000.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement on Form S-8 (the "Registration Statement") in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and the "Note" to Part I of Form S-8.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents, which have been filed with or furnished to the Securities and Exchange Commission (the "Commission") by the Registrant, are incorporated herein by reference and made a part hereof:

(a)

Annual Report on Form 10-K for the fiscal year ended December 31, 2002 as amended.



(b)

Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2003, June 30, 2003, and September 30, 2003.



(c)

Current Reports on Form 8-K filed on January 2, 7, 9, 21, 29, 31, February 10, 12, 24, 25, 27, March 3, 5, 10, 12, 19, 20, 21, April 8, 15, 17, 28, May 1, 8, 12, 15, 20, June 3, 4, 5, 6, 9, 10, 11, 12, 13, 17, 19, 20, 23, 24, 25, 26, 27, 30, July 15, 25, 30, 31, August 8, 12, September 3, 11, and October 22, 28, November 5, 19, 20, December 8 and December 9, 2003.



(d)

The description of the Registrant's Ordinary Shares contained in the Registrant's Current Report on Form 8-K filed with the Commission on May 15, 2001.

        All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

        English law does not permit a company to indemnify a director or an officer of the company against any liability which by virtue of any rule of law would otherwise attach to him in respect of negligence, default, breach of duty or breach of trust in relation to the company except liability incurred by such director or officer in defending any legal proceeding (whether civil or criminal) in

3

which judgment is given in his favor or in which he is acquitted or in certain instances where, although he is liable, a court finds such director or officer acted honestly and reasonably and that having regard to all the circumstances he ought fairly to be excused and relief is granted by the court.

        Except as hereinafter set forth, there is no charter provision, by-law, contract, arrangement or statute under which any director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such.

        Pursuant to Paragraph 141 of the Articles of Association of the Registrant, every person who was or is a director, alternate director or secretary of the Registrant shall be indemnified out of the assets of the Registrant for all costs, charges, losses and liabilities incurred in the proper execution of such person's duties or the proper exercise of such person's powers, authorities and discretions.

        Under Section 310 of the Companies Act 1985 of Great Britain, the Registrant may not indemnify an officer against any liability that by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Registrant, except that under Section 310(3) of the Companies Act 1985, the Registrant is not prevented, inter alia, (a) from purchasing and maintaining for any such officer such insurance against any such liability, or (b) from indemnifying an officer against any liability incurred by him in defending any proceedings (whether civil or criminal), in which judgment is given in his favor or he is acquitted, or in connection with any application in which relief is granted to him by the court in case of honest and reasonable conduct.

        The Registrant maintains an insurance policy for its directors and officers in respect of liabilities arising out of any act, error or omission while acting in their capacities as directors or officers of Shire or its affiliated companies.

Item 7. Exemption from Registration Claimed.

        Not applicable.

4

Item 8. Exhibits.

        The following documents are filed with or incorporated by reference into this Registration Statement.

Exhibit No.	Description
4.1	Form of Ordinary Share Certificate (incorporated by reference to the exhibits to our registration statement on Form F-1 (Registration No. 333-8394)).
4.2	Form of American Depositary Receipt Certificate (incorporated by reference to the exhibits to our registration statement on Form F-1 (Registration No. 333-8394)).
4.3	Memorandum and Articles of Association of the Registrant (incorporated by reference to the exhibits to our registration statement on Form F-1 (Registration No. 333-8394)).
4.4	Deposit Agreement among the Registrant and JP Morgan Chase Bank (f/k/a Morgan Guaranty Trust Company of New York), and Holders from time to time of Shire ADSs (incorporated by reference to the exhibits to our registration statement on Form F-1 (Registration No. 333-8394)).
4.5	The Shire Pharmaceuticals 2003 Deferred Bonus Plan.
5.1	Opinion of DLA as to the legality of the securities being registered.
23.1	Consent of Deloitte & Touche LLP, Chartered Accountants.
23.2	Consent of Raymond Chabot Grant Thornton, Chartered Accountants.
23.3	Consent of DLA (included in Exhibit 5.1).
24.1	Power of Attorney (is set forth on the signature page of this Registration Statement).

Item 9. Undertakings.

        The undersigned registrant hereby undertakes:

        (a)   (1) To file, during any period in which offers or sales are being made, if applicable, a post-effective amendment to this registration statement:

        (i)    To include any prospectus required by section 10(a)(3) of the Securities Act;

        (ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act that are incorporated by reference in this registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

5

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (b)   That, for the purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration II-3 statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in said Act and will be governed by the final adjudication of such issue.

6

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filings on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Basingstoke, England, on the 12th day of December, 2003.

SHIRE PHARMACEUTICALS GROUP PLC
By:	/s/  MATTHEW WILLIAM EMMENS Name: Matthew William Emmens Title: Chief Executive

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Matthew William Emmens and Angus Charles Russell, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Registration Statement.

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated.

Name and Signature	Title	Date
/s/  JAMES HENRY CAVANAUGH Dr. James Henry Cavanaugh	Non-executive Chairman	December 12, 2003
/s/  MATTHEW WILLIAM EMMENS Matthew William Emmens	Chief Executive	December 12, 2003
/s/  ANGUS CHARLES RUSSELL Angus Charles Russell	Group Finance Director	December 12, 2003
/s/  JOSEPH WILSON TOTTEN Dr. Joseph Wilson Totten	Group Research and Development Director	December 12, 2003
/s/  BARRY JOHN PRICE Dr. Barry John Price	Senior Non-executive Director	December 12, 2003

7

Ronald Maurice Nordmann	Non-executive Director
Hon. James Andrews Grant	Non-executive Director
Robin William Turnbill Buchanan	Non-executive Director
David Mackney	Group Financial Controller
/s/  WILLIAM ALFRED NUERGE William Alfred Nuerge	Authorized Representative in the United States	December 12, 2003

        Pursuant to the requirements of the Securities Act, the trustee (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Guernsey, on the 12th day of December, 2003.

THE SHIRE PHARMACEUTICALS 2003 DEFERRED BONUS PLAN
By: Towers Perrin Share Plan Services (Guernsey) Limited
By:	/s/  MICHAEL JOHN NEVILLE WILLIAMS Name: Michael John Neville Williams Title: Director

8

EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of Ordinary Share Certificate (incorporated by reference to the exhibits to our registration statement on Form F-1 (Registration No. 333-8394)).
4.2	Form of American Depositary Receipt Certificate (incorporated by reference to the exhibits to our registration statement on Form F-1 (Registration No. 333-8394)).
4.3	Memorandum and Articles of Association of the Registrant (incorporated by reference to the exhibits to our registration statement on Form F-1 (Registration No. 333-8394)).
4.4	Deposit Agreement among the Registrant and JP Morgan Chase Bank (f/k/a Morgan Guaranty Trust Company of New York), and Holders from time to time of Shire ADSs (incorporated by reference to the exhibits to our registration statement on Form F-1 (Registration No. 333-8394)).
4.5	The Shire Pharmaceuticals 2003 Deferred Bonus Plan.
5.1	Opinion of DLA as to the legality of the securities being registered.
23.1	Consent of Deloitte & Touche LLP, Chartered Accountants.
23.2	Consent of Raymond Chabot Grant Thornton, Chartered Accountants.
23.3	Consent of DLA (included in Exhibit 5.1).
24.1	Power of Attorney (is set forth on the signature page of this Registration Statement).

9

QuickLinks

PART I
PART II

Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings .

SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-4.5

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 4.5

DATED 12 JUNE 2003

SHIRE PHARMACEUTICALS GROUP PLC

THE SHIRE
PHARMACEUTICALS 2003
DEFERRED BONUS

Rules adopted by the Company
on 12 June 2003

CONTENTS

1.	DEFINITIONS	2
2.	COMMENCEMENT AND TITLE	4
3.	LIMITS UPON THE PLAN	4
4.	INVITATION TO PARTICIPATE IN PLAN	4
5.	ACCEPTING THE INVITATION	5
6.	LODGED SHARES	5
7.	POSTPONED SHARES	6
8.	AWARD OF MATCHING SHARES	7
9.	NON-ASSIGNABILITY OF AWARDS	8
10.	WHEN AWARDS VEST	8
11.	EARLY VESTING AND LAPSE OF AWARDS	9
12.	TAKEOVERS AND LIQUIDATIONS	10
13.	TRANSFER OF SHARES TO PARTICIPANT	11
14.	ALTERATIONS OF SHARE CAPITAL	11
15.	TAXATION	11
16.	EMPLOYMENT RIGHTS	11
17.	PENSIONABLE EARNINGS	12
18.	ADMINISTRATION AND AMENDMENT	12
19.	EXCLUSION OF THIRD PARTY RIGHTS	13
20.	TERMINATION	13

1

RULES OF THE SHIRE PHARMACEUTICALS 2003

DEFERRED BONUS PLAN

1.     DEFINITIONS

1.1

In these Rules the following words and phrases have the following meanings:






"Act" means the Income and Corporation Taxes Act 1988;






"Auditors" means the auditors for the time being of the Company;






"Award" means a right to acquire Matching Shares in accordance with the Plan and "Awarded" shall be construed accordingly;






"Award Certificate" means the certificate issued to a Participant confirming his Award and the terms and conditions attached to it;






"Board" means the board of directors for the time being of the Company (or the directors present at a duly convened meeting of such board) or a duly authorised committee of the board;






"Bonus Payment" means a sum paid or proposed to be paid by way of bonus to an Eligible Participant by his Employer Company or any other Member of the Group;






"Commencement Date" means the date on which the Plan is adopted by the Company by resolution of the Board;






"Committee" means the Remuneration Committee of the Company;






"Company" means Shire Pharmaceuticals Group plc (registered company number 2883758);






"Conditions" as defined at Rule 8.3






"Control" has the meaning given to it by section 840 of the Act;






"Date of Grant" means, subject to Rule 3.2, the date on which the Board grants an Award to a Participant pursuant to the Rules;






"Dealing Day" means any day on which the London Stock Exchange is open for the transaction of business;






"EBT" means the Shire Pharmaceuticals Group plc Employee Benefit Trust;






"Eligible Participant" means any employee or executive director of the Company or any Member of the Group who is not within two years of his contractual retirement age and is not under notice of termination (whether given or received);






"Employer Company" means the Group Company by whom an Eligible Participant is employed;






"Employer's NICs" means secondary Class 1 national insurance contributions;






"Formula" means the formula set out in Rule 11.1;






"Group" means the Company and its Subsidiaries from time to time;






"Invitation" means an invitation to participate in the Plan given in accordance with Rule 4 by the Committee to an Eligible Participant;






"Lodged Shares" means Shares acquired (or where the context admits, to be acquired) by a Participant using Lodged Share Money in accordance with Rule 6;

2

"Lodged Share Money" means that part of an Eligible Participant's Bonus Payment that the Eligible Participant applies to purchase Lodged Shares;






"London Stock Exchange" means London Stock Exchange plc or any successor company or body carrying on the business of London Stock Exchange plc;






"Matching Shares" means Shares over which rights are granted to a Participant in accordance with Rule 8;






"Member of the Group" means the Company or any one of its Subsidiaries from time to time and "Group Company"shall be construed accordingly;






"Model Code" means the Model Code for transactions in securities by directors and certain employees of listed companies issued by the UK Listing Authority as amended from time to time;






"Participant" means any individual who has been granted, and remains entitled to exercise, an Award pursuant to the Plan or (where the context admits) the personal representatives of any such individual;






"Plan" means the Shire Pharmaceuticals 2003 Deferred Bonus Plan as governed by the Rules;






"Postponed Shares" means Shares acquired (or where the context admits, to be acquired) by a Participant in accordance with Rule 7;






"Postponed Share Money" means that part of an Eligible Participant's Bonus Payment that the Eligible Participant elects to forego in consideration of the Company making a payment of the same amount to the Trustee for the purchase of Postponed Shares;






"Rules" means the rules of the Plan as from time to time amended in accordance with their provisions by the Board or by the Company in general meeting and "Rule" shall be construed accordingly;






"Share" means a fully paid ordinary share in the capital of the Company;






"Subsidiary" means a company which is both under the Control of the Company and is a subsidiary of the Company (within the meaning of section 736 of the Companies Act 1985);






"Taxes" means all forms of taxation whether of the United Kingdom or elsewhere, wheresoever and whensoever imposed (including, without limitation, income tax, capital gains tax, inheritance tax, national insurance contributions (including Employer's NICs) and other social security contributions) and all other statutory, governmental, state, provincial, local governmental or municipal impositions, duties, rates and levies and all penalties, charges, costs and interest relating to any such matters;






"Trustee" means the trustee from time to time, of the EBT;






"UK Listing Authority" means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;






"Vest" means the Participant becoming absolutely entitled to receive Matching Shares in accordance with Rule 13 and "Vesting" shall be construed accordingly;






"Vesting Date" means, subject to Rule 3.2, the third anniversary of the Date of Grant of an Award (or such other date as the Committee may, prior to the grant of an Award, determine).



1.2

Where the context so admits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

3

1.3

Any reference to a statutory provision is to be construed as a reference to that provision as for the time being amended, replaced, consolidated or re-enacted and shall include any regulations, statutory instrument or other subordinate legislation made under it.



1.4

Headings to these Rules are for the sale of convenience only and do not form part of the Rules.

2.     COMMENCEMENT AND TITLE

The Plan shall commence on the Commencement Date and shall be known as The Shire Pharmaceuticals 2003 Deferred Bonus Plan.

3.     LIMITS UPON THE PLAN

3.1

Limit upon Number of Shares to be allocated under the Plan




On any date, no Share may be issued under the Plan (whether to the Trustee or to a Participant) on any date if, as a result, the aggregate of:



3.1.1

the total number of Shares issued in the previous ten years (whether to the Trustee or to employees) pursuant to Awards or other rights granted under the Plan and under any other employees' share scheme (other than a share option scheme) adopted by any Group Company; and



3.1.2

the total number of Shares issued or remaining issuable pursuant to options granted in the previous ten years under any other employees' share option scheme adopted by any Group Company,

would exceed ten percent of the ordinary share capital of the Company in issue immediately prior to that day.

3.2

No Invitation, Grant or Exercise When Prohibited by Model Code




The making or acceptance of an Invitation and the grant of an Award made in accordance with the Plan shall be deemed to be a dealing for the purposes of the Model Code so that:



3.2.1

no Award may be granted at a time at which no dealing would be permitted; and



3.2.2

no Invitation may be made or accepted within a time when no dealing is permitted

and if, after an Invitation has been accepted but before Awards have been granted, the Company enters a close period, the grant of the Award shall be postponed until such time as dealings are permitted, but the Committee may specify that the Vesting Date shall remain the third anniversary of the intended Date of Grant.

4.     INVITATION TO PARTICIPATE IN PLAN

4.1

Invitation at the Discretion of the Committee




Subject to Rule 3, the Committee may from time to time in its absolute discretion invite any Eligible Participant to participate in the Plan by inviting the Eligible Participant to elect:



4.1.1

to apply any or all of his net Bonus Payment in the purchase of Lodged Shares, to be held by the Trustee as nominee; or



4.1.2

to waive all or part of his Bonus Payment, following which an amount equal to the amount of the Bonus Payment foregone shall be paid to the Trustee and applied in the acquisition of Postponed Shares to be held in the EBT

4

and in either case, for the Eligible Participant to become eligible for an Award of Matching Shares.

4.2

Form of the Invitation

The Invitation shall be in writing in such form as the Committee may from time to time specify, and shall include the following:—

4.2.1

whether the Eligible Participant shall be entitled to participate by way of purchase of Lodged Shares or the allocating to him of Postponed Shares;



4.2.2

the maximum amount of his Bonus Payment that the Eligible Participant may elect to allocate as Lodged Share Money and/or Postponed Share Money;



4.2.3

a specimen form of notice of acceptance of the Invitation in such form as the Committee may from time to time specify;



4.2.4

the date by which the Committee must have received the Eligible Participant's completed notice of acceptance, being not less than ten days from the date of the Invitation.

5.     ACCEPTING THE INVITATION

5.1

Procedure for Acceptance of Invitation




An Eligible Participant may, subject to Rule 3.2, accept an Invitation by completing the relevant notice of acceptance provided with the Invitation and indicating:



5.1.1

how much of his Bonus Payment shall be applied as Lodged Share Money, and/or



5.1.2

how much of his Bonus Payment shall be applied as Postponed Share Money

and returning the completed notice of acceptance to the Committee by the date specified and the question of whether a valid acceptance has taken place shall be at the absolute discretion of the Committee.

5.2

Lapse of Invitation




If no acceptance has been received an Invitation shall lapse at 6pm on the date specified therein.



5.3

Committee to notify Company of Acceptance




The Committee shall, no later than seven days following the last date specified for acceptance of the Invitation, notify the Company of the amount of the Eligible Participant's Bonus Payment that he has requested be applied as Lodged Share Money and/or Postponed Share Money.



5.4

Payment by Company to Trustee




The Company shall, following notification from the Committee pursuant to Rule 5.3, make such payments to the Trustee as are required in accordance with Rules 6 and/or 7.

6.     LODGED SHARES

6.1

Payment of Lodged Share Money to Trustee




Subject to Rule 6.2, where an Eligible Participant has elected to apply any or all of his Bonus Payment to purchase Lodged Shares the Company shall, on behalf of the Participant, pay the

5

Lodged Share Money to the Trustee within seven days of receiving notification in accordance with Rule 5.3

6.2

Deduction of Applicable Taxes




The Lodged Share Money shall be paid to the Trustee net of any Taxes (other than Employer's NICs) for which any Member of the Group is liable to account in respect thereof.



6.3

Purchase of Lodged Shares by Trustee




Subject always to Rule 3 the Trustee shall, as soon as is reasonably practicable following the receipt of the Lodged Share Money, apply such money to acquire Lodged Shares, which shall be held by the Trustee as nominee on the Participant's behalf.



6.4

Notification to Participant




Where Lodged Shares have been acquired by the Trustee on behalf of a Participant, the Trustee shall provide the Participant with written confirmation of the number of Lodged Shares it holds on the Participant's behalf.



6.5

Voting and Dividend Rights Attaching to Lodged Shares




The Trustee shall not be entitled to vote in respect of the Lodged Shares other than in accordance with the direction of the relevant Participant. The Trustee shall account to the relevant Participant for any dividend or other sum(s) received in respect of the Lodged Shares within seven days of such receipt.



6.6

Transfer of Lodged Shares




The Trustee shall transfer to the Participant any Lodged Shares held on behalf of that Participant on the earlier of:



6.6.1

the date upon which the Trustee transfers Matching Shares to that Participant pursuant to Rule 13; or



6.6.2

the date the Participant's Award lapses.

7.     POSTPONED SHARES

7.1

Payment of Postponed Share Money to Trustee




Where an Eligible Participant has elected to forego any part of his Bonus Payment in accordance with the Invitation the Company shall pay the Postponed Share Money to the Trustee within seven days of receiving notification in accordance with Rule 5.3



7.2

Purchase of Postponed Shares by Trustee




Subject always to Rule 3 the Trustee shall, as soon as is reasonably practicable following the receipt of the Postponed Share Money, apply such money to acquire Postponed Shares in respect of the Participant.



7.3

Voting and Dividend Rights Attaching to Postponed Shares




The Trustee shall not be under any obligation to request directions from Participants in respect of the voting rights attaching to Postponed Shares. At it's discretion, the Trustee may, following the Vesting of a Participant's Award, pay an additional sum to the Participant not exceeding the sum of any dividends declared on the Shares whilst such shares constituted Postponed Shares.

6

7.4

Transfer of Postponed Shares




The Trustee shall transfer to the Participant any Postponed Shares acquired in respect of the Participant on the earlier of:



7.4.1

the date upon which the Trustee transfers Matching Shares to that Participant pursuant to Rule 13; or



7.4.2

the date the Participant's Award lapses.

8.     AWARD OF MATCHING SHARES

8.1

General




Where Lodged Share Money or Postponed Share Money has been paid to the Trustee in respect of a Participant, the Committee shall grant that Participant an Award over a number of Matching Shares to be calculated, as the case may be, as:



8.1.1

the number of Shares that could be purchased with the gross amount of the Lodged Share Money; or



8.1.2

a number of Shares equal to the number of Postponed Shares held by the EBT in respect of that Participant

and for the purposes of Rule 8.1.1 the Committee may, at its discretion, apply a share value or average of share values over a period comprising no more than ten Dealing Days following the Date of Grant.

8.2

Employer's NICs




The Committee may require that, as a condition of being granted an Award, a Participant shall enter into an agreement with his Employer Company (or such other relevant Member of the Group) the effect of which is either:



8.2.1

to transfer to the Participant, the liability of the relevant Member of the Group to account for Employers' NICs, in respect of the Participant's Award; or



8.2.2

to indemnify the relevant Member of the Group in respect of any Employers' NICs for which that Member of the Group is liable to account, in respect of the Participant's Award.



8.3

Performance Conditions

8.3.1

The Committee may specify, on or before the Date of Grant, objective performance conditions ("Conditions") that must be fulfilled in order for an Award to Vest.



8.3.2

The question of whether the Conditions imposed upon a Participant pursuant to Rule 8.3.1 have been satisfied shall be at the absolute discretion of the Committee.



8.4

Grant of Award and Award Certificate




Each Award shall be granted by deed in such form as the Committee may from time to time determine. On, or as soon as possible after the Date of Grant, each Participant shall be issued with an Award Certificate in such form as the Committee may from time to time specify.

7

8.5

No consideration for Grant of Award




No payment will be required as consideration for or on the grant of an Award.

9.     NON-ASSIGNABILITY OF AWARDS

No Award granted under the Plan shall be capable of being transferred by a Participant or his personal representatives or of being mortgaged, pledged or encumbered in any way whatsoever. In the event of any breach or purported breach of this provision, the Award shall lapse forthwith. This Rule 9 shall not prevent the personal representatives of a deceased Participant from exercising an Award in accordance with the Rules.

10.   WHEN AWARDS VEST

Subject to Rules 3.2, 11 and 12 and save as otherwise provided in the Rules, an Award shall Vest on the Vesting Date, provided that the Participant remains an Eligible Participant (and not under notice, given or received) and any Conditions set under Rule 8.3 have been satisfied at that date.

8

11.   EARLY VESTING AND LAPSE OF AWARDS

11.1

Notwithstanding Rule 10, an Award shall Vest earlier than the Vesting Date if:



11.1.1

a Participant dies, in which case the Award will Vest on the date of the Participant's death but only in accordance with the Formula set out at 11.1; or



11.1.2

a Participant ceases to be an Eligible Participant by reason of:



11.1.2.1

injury;



11.1.2.2

illness or disability;



11.1.2.3

retirement of the Participant at contractual retirement age or (with the consent of the Board) at an earlier age but so that Vesting shall take place only if the Committee is satisfied that the Conditions attaching to the Award (if necessary, as modified by the Committee to take account of the shortened period) were satisfied in respect of the period between the Date of Grant and the date of cessation;



11.1.2.4

the company employing the Participant ceasing to be a Member of the Group;



11.1.2.5

the business or part of the business to which the Participant's office or employment relates being transferred to a person who is not a Member of the Group;



11.1.2.6

any other reason that the Committee in its discretion so permits but so that Vesting shall take place only if the Committee is satisfied that the Conditions attaching to the Award (if necessary, as modified by the Committee to take account of the shortened period) were satisfied over the period between the Date of Grant and the date of cessation;

in which case Awards shall Vest on the date of the Participant so ceasing but the number of Shares in respect of which the Award shall Vest shall not exceed "V" in the following Formula (the "Formula"):

V = m 36 × N

Where:

m (which shall not exceed 36) is the number of complete months that have expired between the Date of Grant and the date on which notice of termination of the Participant's employment with a Member of the Group is given or received ("Notice Date"); and



N:

is the total number of Shares subject to the Award



11.2

An Award shall lapse and cease to exist upon the earliest to happen of the following:



11.2.1

the date on which the Participant (without the written permission of the Committee) transfers or purports to deal in any Lodged Shares prior to the Vesting of his Award;



11.2.2

the expiry of four years following the Date of Grant;



11.2.3

6 months following the date of death of the Participant;



11.2.4

the date upon which the Participant is adjudicated bankrupt;



11.2.5

any breach or purported breach of Rule 9 by the Participant;



11.2.6

the date on which the Participant ceases to be an Eligible Participant with any Member of the Group for any reason other than any of the matters referred to in

9

Rules 11.1.2.1 - 11.1.2.5 and where the Committee does not exercise its discretion in his favour under Rule 11.1.2.6;

11.2.7

where the number of Matching Shares that Vest is determined by the Formula, the Award shall lapse in respect of any excess Shares comprised in the Award exceeding the number given by the Formula; and



11.2.8

the Vesting Date, if the Conditions relating to the Award have not been satisfied.

12.   TAKEOVERS AND LIQUIDATIONS

12.1

If any person obtains Control of the Company by any means including the making of:



12.1.1

a general offer to acquire the whole of the issued share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or



12.1.2

a general offer to acquire all the shares in the Company which are of the same class as the Shares,






then (unless the change of Control is for the purposes of a reorganisation or reconstruction which makes such provision as the Auditors have reported to the Board to be fair and reasonable for the adjustment of Awards or the compensation of Participants or the grant of new Awards) any Award shall Vest notwithstanding that any Conditions set under Rule 8.3 have not been satisfied, when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied, but the number of Shares in respect of which the Award shall Vest shall be calculated in accordance with the Formula.



12.2

If the Court sanctions a compromise or arrangement under section 425 of the Companies Act 1985 in respect of the Company, then, unless the compromise or arrangement makes such provision as the Auditors shall have reported to the Board to be fair and reasonable for the adjustment of Awards, the compensation of Participants or the grant of new Awards to Participants, any Award shall Vest notwithstanding that any Conditions set under Rule 8.3 have not been satisfied, on the date that the Court order sanctioning the compromise or arrangement is delivered to the registrar of companies and has taken effect in accordance with section 425(3) of the Companies Act 1985, but the number of Shares in respect of which the Award shall Vest shall be calculated in accordance with the Formula.



12.3

If the Company passes a resolution for voluntary winding-up, then, unless the winding-up is for the purposes of a reorganisation or reconstruction which makes provision which the Auditors shall have reported to the Board to be in their opinion fair and reasonable for the compensation of Participants or the grant of new Awards to Participants, any Award shall Vest notwithstanding that any Conditions set under Rule 8.3 have not been satisfied, on the passing of the resolution, but the number of Shares in respect of which the Award shall Vest shall be calculated in accordance with the Formula.



12.4

For the purposes of this Rule 12, a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it.

10

13.   TRANSFER OF SHARES TO PARTICIPANT

13.1

When an Award has Vested, the Committee shall within two Dealing Days notify the Trustee in writing and the Trustee shall, within 30 days of receiving such notice transfer to the Participant (following the deduction of any relevant Taxes):



13.1.1

any Lodged Shares held as nominee for him;



13.1.2

any Postponed Shares acquired in respect of that part of the Participant's Bonus Payment that was foregone;



13.1.3

any Matching Shares in respect of which an Award has Vested.

14.   ALTERATIONS OF SHARE CAPITAL

14.1

In the event of any variation in the ordinary share capital of the Company by way of capitalisation of profits or reserves or by way of rights or any consolidation or sub-division or reduction of capital or otherwise, then the number and nominal value of Shares subject to any Awards may be adjusted by the Committee in such manner as is certified by the Auditors to be fair and reasonable in their opinion and with effect from such date as the Committee may determine to be appropriate.



14.2

The Committee shall notify Participants in such manner as it thinks fit of any adjustment made under Rule 14.1 and may call in, cancel, endorse, issue or re-issue any Award Certificate as a result of any such adjustment.

15.   TAXATION

The Company or any other Member of the Group may make such provision for and take such action as may be considered by it to be necessary or expedient for the withholding or payment of any Taxes for which it is properly accountable, whenever and wherever those Taxes are imposed (provided those Taxes arise in respect of any payment made or Shares awarded to, Shares Purchased by or other benefit accruing or deemed to accrue to any Participant pursuant to the Plan) including but not limited to:

15.1

the withholding of funds or property (or any portion thereof) from any payment due to be made to the Participant under the Plan or from remuneration paid to the Participant and, where appropriate, the disposal of the same; and



15.2

the cancellation of any such payment to the extent necessary to secure funds to discharge such Taxes for which it is properly accountable.

16.   EMPLOYMENT RIGHTS

16.1

This Plan shall not form part of any contract of employment between any Member of the Group and any employee or executive director of any such company and the rights and obligations of any individual under the terms of his office or employment with any Member of the Group shall not be affected by his participation in the Plan or any right which he may have to participate therein.



16.2

Participation in the Plan shall be on the express condition that:



16.2.1

neither it nor cessation of participation shall afford any individual under the terms of his office or employment with any Member of the Group any additional or other rights to compensation or damages; and

11

16.2.2

no damages or compensation shall be payable in consequence of the termination of such office or employment (whether or not in circumstances giving rise to a claim for wrongful or unfair dismissal) or for any other reason whatsoever to compensate him for the loss of any rights the Participant would otherwise have had (actual or prospective) under the Plan howsoever arising but for such termination; and



16.2.3

the Participant shall be deemed irrevocably to have waived any such rights to which he may otherwise have been entitled.



16.3

No individual shall have any claim against a Member of the Group arising out of his not being admitted to participation in the Plan which (for the avoidance of all, if any, doubt) is entirely within the discretion of the Board.



16.4

No Participant shall be entitled to claim compensation from any Member of the Group for any diminution or extinction of his rights or benefits (actual or otherwise) under any Award(s) held by him consequent upon the lapse for any reason of any Award(s) held by him or otherwise in connection with the Plan and each Member of the Group shall be entirely free to conduct its affairs as it sees fit without regard to any consequences under, upon or in relation to the Plan or any Award or Participant.

17.   PENSIONABLE EARNINGS

Any Award granted, or Postponed Shares acquired by a Participant pursuant to the Plan shall not constitute pensionable earnings for the purposes of any pension scheme in which the Company participates.

18.   ADMINISTRATION AND AMENDMENT

18.1

The Plan shall be administered under the direction of the Committee who may at any time and from time to time by resolution and without other formality delete, amend or add to the Rules in any respect provided that:



18.1.1

no deletion, amendment or addition shall operate to affect adversely in any way any rights already acquired by a Participant under the Plan without the approval of the majority of the affected Participants first having been obtained;



18.1.2

no deletion, amendment or addition may be made to the material advantage of Participants except with the prior approval of the Company in general meeting unless the deletion, amendment or addition is:



18.1.2.1

minor and to benefit the administration of the Plan;



18.1.2.2

to take account of any changes in legislation; or



18.1.2.3

to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company or any other Member of the Group or any Participant.



18.2

Notwithstanding anything to the contrary contained in these Rules, the Committee may at any time by resolution and without further formality establish further plans to apply in overseas territories governed by rules similar to these Rules but modified to take account of local tax, exchange control, securities laws or labour law, regulation or practice provided that any Shares made subject to Awards under any such plan shall be treated as counting against any limits on overall or individual participation in the Plan.

12

18.3

In any matter in which they are required to act hereunder the Auditors shall be deemed to be acting as experts and not as arbitrators and their decision shall be final and binding. Subject thereto, the Committee's decision on any matter relating to the interpretation of the Rules and any other matter concerning the Plan shall be final and binding.



18.4

The provisions of the Company's Articles of Association for the time being with regard to the service of notices shall apply mutatis mutandis to any notices to be given by the Company under the Rules.



18.5

The Company shall bear the costs of setting up and administering the Plan. However, the Company may require any Member of the Group to reimburse the Company for any costs borne by the Company directly or indirectly in respect of such Member's officers or employees.



18.6

The Company shall maintain all necessary books of account and records relating to the Plan.



18.7

The Committee shall be entitled to authorise any person to execute on behalf of a Participant, at the request of the Participant, any document relating to the Plan, in so far as such document is required to be executed pursuant to the Rules.



18.8

If any Award Certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Committee may require.



18.9

In the case of the partial exercise of an Award, the Committee may call in and endorse or cancel and re-issue, as it thinks fit, any Award Certificate for the balance of the Matching Shares over which the Award was granted.

19.   EXCLUSION OF THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Plan nor to any Award granted, Postponed Shares acquired or Lodged Shares Purchased under it, and no person other than the parties to an Award shall have any rights under it nor shall it be enforceable under that Act by any person other than the parties to it.

20.   TERMINATION

The Plan may be terminated at any time by a resolution of the Committee and shall, in any event, terminate on the tenth anniversary of the Commencement Date. On termination, no further Awards may be granted but such termination shall not affect the outstanding rights of Participants.

13

QuickLinks

Exhibit 4.5

THE SHIRE PHARMACEUTICALS 2003 DEFERRED BONUS
CONTENTS
RULES OF THE SHIRE PHARMACEUTICALS 2003 DEFERRED BONUS PLAN

EX-5.1

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 5.1

The Directors	Y/R:
Shire Pharmaceuticals Group Plc	O/R:	DRG/nh/63403/120002/2942797
Hampshire International Business Park Chineham Basingstoke
Hampshire RG24 8ED		12 December 2003

Dear Sirs

SHIRE PHARMACEUTICALS GROUP PLC ("Company")

1.     INTRODUCTION

We have acted as English legal advisers to you in connection with the Registration Statement on Form S-8 of even date with this letter ("Form S-8") to be filed with the Securities and Exchange Commission ("SEC") by the Company relating to the proposed issue of up to 5,000,000 ordinary shares of five pence each in the capital of the Company ("Shares") pursuant to the Shire Pharmaceuticals 2003 Deferred Bonus Plan ("Deferred Bonus Plan") ("Transaction").

2.     DOCUMENTS EXAMINED

For the purpose of giving this opinion, we have examined the documents specified in paragraphs 2.1 to 2.2 inclusive of this letter:

2.1

certified copies of the memorandum of association and the articles of association of the Company, each certified as being true and correct copies as at 28 October 2003 by the company secretary of the Company; and



2.2

copy of an extract of a resolution passed by the members of the Company in the annual general meeting of the Company held on 12 June 2003 approving the Deferred Bonus Plan.

We have made enquiries of the Deputy Company Secretary of the Company who has confirmed in an email of even date with this letter that there are no other documents or arrangements in existence which have the effect of limiting or in any way restricting the Company's power or authority to issue Shares, and that there have been no amendments to the Company's memorandum and articles of association since 28 October 2003. On this basis, we would not expect to see any documentation in addition to that referred to at 2.1 and 2.2 in order to form our opinion.

Except as expressly stated in this letter, we have not, for the purposes of this opinion, examined any corporate records of the Company or any contracts, instruments or other documents entered into by or affecting the Company and have not made any other enquiries concerning the Company. In particular, we have not investigated whether the Company is, or will by reason of the proposed issue of the Shares be in breach of any of its obligations under any other agreement, instrument or other document or under the terms of the Deferred Bonus Plan.

3.     STATUS OF OPINION

We are qualified to practice law in England only and we express no opinion as to the laws of any other jurisdiction and none is to be implied. Our opinion is expressed on the basis of English law as it exists and is interpreted at the date of this letter. This letter expresses no opinion on European Union law as it affects any jurisdiction other than England.

4.     ASSUMPTIONS

For the purposes of this opinion we have assumed (without making any investigation) that:

4.1

the extract resolution of the members of the Company referred to in paragraph 2.2 above:



4.1.1

was duly passed at a properly convened general meeting of the members of the Company at which a quorum was present throughout; and



4.1.2

has not been amended or rescinded and is in full force and effect;



4.2

4.2.1

the Company has not passed a voluntary winding-up resolution;



4.2.2

no petition has been presented, or order made, for the winding-up or administration of the Company;



4.2.3

no receiver, administrative receiver, administrator or similar officer has been appointed in relation to the Company or any of its assets and



4.2.4

no application has been made to the Registrar of Companies for the striking off of the Company nor have any steps been taken by the Registrar of Companies in relation to the striking off of the Company;



4.3

without prejudice to the generality of paragraph 3 of this letter there are no provisions of the laws of any jurisdiction outside England which would affect any statement in this opinion letter;



4.4

that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any director of the Company are genuinely those of the persons whose signatures they purport to be;



4.5

that, where a document has been examined by us in draft form, it has been or will be signed and/or given final approval in the form of that draft by the persons authorised to execute the same;



4.6

the issued share capital of the Company as at the date hereof is £23,884,676.40 ordinary shares of £0.05 each and the authorised share capital of the Company as at the date hereof is £40,000,000 divided into 799,999,965 ordinary shares of £0.05 each and 17,500,000 Special Ordinary Voting Shares of £0.0001 each;



4.7

any resolution of the Board of Directors of the Company or Committee thereof which authorises the allotment and issue of any of the Shares referred to in paragraph 1 of this letter shall state that each Share will be issued and allotted credited as fully paid, and that the Company secretary will prepare and issue the requisite share certificates and form 88(2) in respect of the Shares and the register of members of the Company will be updated accordingly.

5.     OPINIONS

Based upon the foregoing, and subject to the qualifications set out below and any matters not disclosed to us, it is our opinion that as at the date hereof:

5.1

the Company has the requisite corporate power to issue the Shares; and



5.2

the Shares proposed to be issued by the Company would, if issued on the date hereof, be:



5.2.1

validly allotted;



5.2.2

fully paid up;



5.2.3

issued free of any pre-emptive rights; and

5.2.4

non assessable, to the extent that "non assessable" means that no further contribution in respect of such shares will be required to be made to the issuer by reason of being solely a holder of such shares.

6.     QUALIFICATIONS

The opinion which is expressed in this letter is subject to the following qualifications:

6.1

we express no opinion as to financial and accounting matters or the taxation consequences of the transactions contemplated by the Transaction;



6.2

we express no other opinion in relation to any other aspect of the Transaction;



6.3

shareholders can make arrangements outside the Company's constitutional documents in respect of restrictions on allotment or issue of shares or pre-emptive rights relating to shares, about which we express no opinion and we have had written confirmation from the Company that no such arrangements exist;



6.4

the allotment or issue of the Shares or the grant of any award in relation to the Shares will be subject to adherence to the terms of the Deferred Bonus Plan at the relevant time, about which we express no opinion; and



6.5

the obligations of the Company in respect of the Shares will be subject to any law from time to time in force relating to bankruptcy, insolvency, liquidation, reorganisation or administration or any other law or legal procedure affecting generally the enforcement of creditors' rights.

7.     CONSENT

We hereby consent to the disclosure of this opinion letter as an exhibit to the Form S-8 and its consequent filing with the SEC.

8.     LAW

This letter is governed by and shall be construed in accordance with English law.

9.     CONFIDENTIALITY AND RELIANCE

This opinion is given for your sole benefit and may not be relied on by, or distributed to any other person, nor may it be relied on in any other context, nor is it to be quoted or made public in any way without our prior written consent.

Yours faithfully

DLA

QuickLinks

EXHIBIT 5.1

EX-23.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.1

[Letterhead of Deloitte & Touche]

INDEPENDENT AUDITORS' CONSENT

        We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated 26 February 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption of Statement Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, on 1 January 2002) included in the Shire Pharmaceuticals Group plc Form 10-K/A for the year ended 31 December 2002.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Chartered Accountants

Reading
12 December 2003

QuickLinks

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

EX-23.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.2

[Letterhead of Raymond Chabot Grant Thornton]

CONSENT OF INDEPENDENT AUDITORS

        We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated January 25, 2001 included in Shire Pharmaceuticals Group plc's Form 10-K/A for the year ended 31 December 2002, on our audits of the consolidated financial statements of BioChem Pharma Inc., prepared in United States of America dollars and in accordance with generally accepted accounting principles in the United States of America, as at December 31, 2000 and 1999 and for the years ended December 31, 2000, 1999 and 1998.

/s/ Raymond Chabot Grant Thornton

Raymond Chabot Grant Thornton
Chartered Accountants
General Partnership

Montreal, Canada
December 11, 2003

QuickLinks

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS