As filed with the Securities and Exchange Commission on June 9, 2016
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 PLC
(Exact name of registrant as specified in its charter)
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Jersey (Channel Islands) |
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98-0601486 |
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(State or other jurisdiction |
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(I.R.S. Employer |
5 Riverwalk,
Citywest Business Campus,
Dublin 24
Republic of Ireland
(Address of Principal Executive Offices)
Governing Terms of the Substitute Awards
(Full title of the plan)
William R. Mordan
General Counsel and Corporate Secretary
Shire plc
5 Riverwalk,
Citywest Business Campus,
Dublin 24
Republic of Ireland
(Name and address of agent for service)
+353 1 429 7700
(Telephone number, including area code, of agent for service)
With copies to:
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Christopher Comeau |
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Martin Hattrell |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of Securities |
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Amount to be |
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Proposed |
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Proposed Maximum |
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Amount of |
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Ordinary Shares, nominal value £0.05 per Ordinary Share (“Ordinary Shares”), to be issued under the Governing Terms of the Substitute Awards (1) |
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11,000,000 |
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$ |
63.82 |
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$ |
702,020,000 |
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$ |
70,693.41 |
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American Depositary Shares, each representing three Ordinary Shares (1) (“ADSs”) |
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3,666,666 |
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— |
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— |
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— |
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(1) The Ordinary Shares of Shire plc (the “Registrant”) may be represented by the Registrant’s ADSs, evidenced by American Depository Receipts (“ADRs”), each representing three Ordinary Shares. A separate Registration Statement on Form F-6 was filed with the Securities and Exchange Commission (the “Commission”) on May 4, 2016, for the registration of ADSs evidenced by ADRs issuable upon deposit of Ordinary Shares.
(2) This Registration Statement also covers an indeterminate number of additional shares that may be issued upon any stock split, stock dividend, recapitalization or other similar transaction in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(3) Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for an Ordinary Share on the London Stock Exchange on June 2, 2016 (£44.25), converted from Pounds Sterling to U.S. Dollars at the currency cross rate at the close of the NASDAQ Stock Exchange on June 2, 2016, as reported by the Wall Street Journal (£1=U.S.$1.4422).
(4) Rounded to the nearest cent.
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EXPLANATORY NOTE
Shire plc, a company organized under the laws of Jersey (Channel Islands) (“Shire”, the “Company” or the “Registrant”), is filing this Registration Statement on Form S-8 with respect to up to 11,000,000 of its ordinary shares, nominal value £0.05 per share (“Ordinary Shares”), to be issued under the Governing Terms of the Substitute Awards issuable upon the exercise of (i) options (“Shire options”) to acquire Ordinary Shares or American depositary shares of the Company (“ADSs”) and (ii) awards of restricted stock units (together with the Shire options, the “Shire substitute awards”) payable in Ordinary Shares or ADSs. The Shire substitute awards were granted in substitution for (a) options to purchase shares of Baxalta Incorporated (“Baxalta”) common stock, par value $0.01 per share, (b) restricted stock units of Baxalta, and (c) performance stock units of Baxalta previously granted under the Baxalta Incorporated 2015 Incentive Plan pursuant to the Agreement and Plan of Merger, dated as of January 11, 2016, by and between the Company, Baxalta and BearTracks, Inc.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this 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. The document(s) containing the information specified in Part I will be delivered to employees of the Registrant and employees of subsidiaries of the Registrant participating in the plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The reports listed below have been filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished:
(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the Commission on February 23, 2016;
(2) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2015;
(3) The description of the Company’s Ordinary Shares contained in our Registration Statement on Form S-4 filed with the SEC on February 22, 2016, and any amendment or report filed for the purpose of updating such description; and
(4) The description of Shire ADSs contained in our Registration Statement on Form F-6 filed with the SEC on May 4, 2016, and any amendment or report filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement, which indicate that all securities offered have been sold or which deregister all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Nothing in this Registration
Statement shall be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K or otherwise.
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 incorporated or 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.
In addition, in April 2015, the FASB issued a new standard that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued additional guidance which clarified that debt issuance costs related to line-of-credit arrangements can be presented in the balance sheet as an asset and amortized over the term of the line-of-credit arrangement. The recognition and measurement guidance for debt issuance costs were not affected by these amendments.
Shire adopted this guidance with retroactive application from January 1, 2016 in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 4, 2016, incorporated by reference in this prospectus. However, as the retroactive application of the standard to Shire’s annual consolidated financial statements appearing in Form 10-K for the year ended December 31, 2015, also incorporated by reference in this prospectus, was not considered material, Shire has not adjusted those annual consolidated financial statements to reflect the retroactive application of this standard. Had Shire retroactively adjusted those consolidated financial statements, debt issuance costs of approximately $5.4 million for the year ended December 31, 2014, previously classified within Prepaid expenses and other current assets, would have been netted against Short-term borrowings in the Consolidated Balance Sheet. The retroactive application of the new standard had no impact for the year ended December 31, 2015 as the debt issuance costs as of December 31, 2015 related to unutilized debt facilities and line-of-credit arrangements which continue to be classified as an asset under the new standard.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Except as hereinafter set forth, there is no charter provision, by-law, contract, arrangement or statute under which any director or officer of the Company is insured or indemnified in any manner against any liability which he may incur in his capacity as such.
Pursuant to Article 153 of the Articles of Association of the Company, the Company may indemnify any director of the Company out of the assets of the Company for any liability for which the Company may lawfully indemnify that director.
The Company’s Articles of Association provide in relevant part: “Article 153 Indemnity of Directors—Subject to the provisions of the Companies Laws, the Company may indemnify any director of the Company or of any subsidiary against any liability and may purchase and maintain for any director of the Company or of any subsidiary insurance against any liability. No director of the Company or of any subsidiary shall be accountable to the Company or to the members for any benefit provided pursuant to this article and the receipt of any such benefit shall not disqualify any person from being or becoming a director of the Company.”
The relevant provision of the Companies (Jersey) Law 1991 is Article 77 (“Jersey Companies Law”), which provides:
(1) “Subject to paragraphs (2) and (3), any provision, whether contained in the articles of, or in a contract with, a company or otherwise, whereby the company or any of its subsidiaries or any other person, for some benefit conferred or detriment suffered directly or indirectly by the company, agrees to exempt any person from, or indemnify any person against, any liability which by law would otherwise attach to the person by reason of the fact that the person is or was an officer of the company shall be void.
(2) Paragraph (1) does not apply to a provision for exempting a person from or indemnifying the person against—
a. any liabilities incurred in defending any proceedings (whether civil or criminal)—
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(i) |
in which judgment is given in the person’s favour or the person is acquitted, |
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(ii) |
which are discontinued otherwise than for some benefit conferred by the person or on the person’s behalf or some detriment suffered by the person, or |
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(iii) |
which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person’s resistance to the proceedings; |
b. any liability incurred otherwise than to the company if the person acted in good faith with a view to the best interests of the company;
c. any liability incurred in connection with an application made under Article 212 in which relief is granted to the person by the court; or
d. any liability against which the company normally maintains insurance for persons other than directors.
(3) Nothing in this Article shall deprive a person of any exemption or indemnity to which the person was lawfully entitled in respect of anything done or omitted by the person before the coming into force of this Article.
(4) This Article does not prevent a company from purchasing and maintaining for any such officer insurance against any such liability.”
The Company maintains an insurance policy for its directors and officers in respect of liabilities arising out of any act, error or omission whilst acting in their capacities as directors or officers of the Company or its affiliated companies.
The Company has entered into separate indemnity agreements with each of its current directors to indemnify the director as specified in the applicable indemnity agreement, which may provide for indemnification up to the full extent permitted by the Jersey Companies Law, and will enter into a separate indemnity agreement with any new director.
Item 7. Exemption From Registration Claimed.
Not applicable.
The Exhibits to this Registration Statement are listed in the Exhibit Index immediately following the signature page, which Index is incorporated herein by reference.
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, 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 this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the 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.
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) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’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 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 the Securities Act and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 City of Lexington, Commonwealth of Massachusetts, on June 9, 2016.
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SHIRE PLC | |
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By: |
/s/ DR. FLEMMING ORNSKOV |
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Flemming Ornskov, M.D. |
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Chief Executive Officer |
We, the undersigned officers and directors of Shire plc, hereby severally constitute and appoint Flemming Ornskov, Jeffrey Pouton and William Mordan, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signatures |
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Dates |
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/s/ DR. FLEMMING ORNSKOV |
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Director and Chief Executive Officer |
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June 9, 2016 |
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Dr. Flemming Ornskov |
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(Principal Executive Officer) |
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/s/ JEFFREY POULTON |
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Director and Chief Financial Officer |
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June 9, 2016 |
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Jeffrey Poulton |
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(Principal Financial and Accounting Officer) |
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/s/ SUSAN KILSBY |
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Chairman |
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June 9, 2016 |
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Susan Kilsby |
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/s/ DOMINIC BLAKEMORE |
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Director |
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June 9, 2016 |
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Dominic Blakemore |
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/s/ OLIVIER BOHUON |
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Director |
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June 9, 2016 |
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Olivier Bohuon |
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/s/ WILLIAM BURNS |
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Director |
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June 9, 2016 |
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William Burns |
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/s/ GAIL FOSLER |
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Director |
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June 9, 2016 |
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Gail Fosler |
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Signatures |
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Dates |
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/s/ DR. STEVEN GILLIS |
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Director |
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June 9, 2016 |
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Dr. Steven Gillis |
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/s/ DR. DAVID GINSBURG |
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Director |
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June 9, 2016 |
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Dr. David Ginsburg |
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/s/ SARA MATHEW |
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Director |
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June 9, 2016 |
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Sara Mathew |
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/s/ ANNE MINTO |
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Director |
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June 9, 2016 |
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Anne Minto |
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/s/ ALBERT STROUCKEN |
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Director |
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June 9, 2016 |
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Albert Stroucken |
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Exhibit No. |
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Description |
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4.1* |
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Form of Memorandum of Association of Shire plc (incorporated by reference to Exhibit 99.02 to the Company’s Current Report on Form 8-K filed on October 1, 2008). |
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4.2* |
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Form of Article of Association of Shire plc (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 29, 2016). |
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4.3* |
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Amended and Restated Deposit Agreement, dated as of May 23, 2011, by and among the Company, Citibank, N.A., as successor depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depository Receipts issued thereunder evidencing American Depositary Shares representing deposited ordinary shares (the “Deposit Agreement”) (incorporated by reference to the Company’s Registration Statement on Form F-6 filed on November 14, 2014). |
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4.4* |
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Governing Terms of the Substitute Awards (incorporated by reference to Exhibit 4.3 to Shire’s Post-Effective Amendment No. 1 to Form S-4 on Form S-3 filed on June 3, 2016). |
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5.1 |
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Opinion of Mourant Ozannes as to validity of the securities being registered. |
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23.1 |
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Consent of Deloitte LLP, independent registered public accounting firm to Shire plc. |
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23.2 |
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Consent of Deloitte LLP, independent registered public accounting firm to Shire plc. |
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23.3 |
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm to Dyax Corp. |
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23.4 |
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm to Baxalta Incorporated. |
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23.5 |
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Consent of Mourant Ozannes (included in the opinion filed as Exhibit 5.1 hereto). |
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24.1 |
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Powers of Attorney (see signature page). |
* Previously filed.
Exhibit 5.1
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22 Grenville Street T +44 1534 676 000 |
Shire plc
22 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands
9 June 2016
Our ref: 8020158/67757461/3
Dear Sirs
Shire plc (the Company)
Substitute Awards
We have acted as Jersey legal advisers to the Company and are giving this opinion in connection with the Registration Statement on Form S-8 of the Company filed with the United States Securities and Exchange Commission (the Form S- 8) on 9 June 2016.
We have not been concerned with investigating or verifying the facts set out in the Form S-8. This opinion, which is addressed to the Company, is to be filed as an exhibit to the Form S-8.
1. Documents examined and related matters
1.1 For the purposes of this opinion we have examined and relied upon copies of the following documents:
(a) a draft of the Form S-8 in the form in which it is to be filed with the United States Securities and Exchange Commission;
(b) the Governing Terms of the Substitute Awards, which are governed by English law (the Governing Terms); and
(c) the Company’s memorandum and articles of association.
1.2 For the purposes of this opinion, we have, with the Company’s consent, relied upon a certificate from the secretary of the Company as to matters of fact, without having independently verified such factual matters.
1.3 For the purposes of this opinion, we have not:
(a) examined any other document relating to the Substitute Awards or the Award Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S-8 or the Governing Terms); and
(b) undertaken any exercise that is not described in this opinion and, in particular, we have not examined any contracts, instruments or other documents entered into or affecting the Company or conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.
Mourant Ozannes is a Jersey partnership
A list of the partners is available at mourantozannes.com
1.4 In this opinion:
(a) award holder means a person to whom a Substitute Award is granted;
(b) Award Shares means ordinary shares of 5 pence each in the capital of the Company which are to be issued to an award holder (or to the Company’s depositary on behalf of the award holder) pursuant to, or in connection with, a Substitute Award, and Award Share means any of them;
(c) Baxalta means Baxalta Incorporated;
(d) Jersey Companies Law means the Companies (Jersey) Law 1991, as amended;
(e) Merger means the merger described in the Merger Agreement pursuant to which Merger Sub will merge with and into Baxalta, with Baxalta surviving the merger as an indirect wholly-owned subsidiary of the Company;
(f) Merger Agreement means the Agreement and Plan of Merger dated as of January 11, 2016 between the Company, Merger Sub and Baxalta;
(g) Merger Sub means BearTracks, Inc.; and
(h) Substitute Awards means the awards of substitute stock options and/or substitute restricted stock units (pursuant to which Awards Shares may be issued) made or to be made, in connection with the Merger, in substitution for awards granted under the Baxalta Incorporated 2015 Incentive Plan on the terms set out in the Governing Terms.
1.5 In this opinion, headings are for convenience only and do not affect its interpretation.
2. Assumptions
In giving this opinion, we have assumed:
2.1 that the Governing Terms have been properly adopted by the Company’s board of directors (or a duly authorised committee thereof);
2.2 that the Company’s board of directors (or a duly authorised committee thereof):
(a) has duly authorised and granted or will duly authorise and grant all Substitute Awards; and
(b) has resolved, or will resolve, to allot and issue Award Shares in satisfaction of all Substitute Awards,
in accordance with the Governing Terms and the Company’s articles of association;
2.3 that the shareholders of the Company have conferred, or will confer, on the directors of the Company any authority to allot ordinary shares necessary under the Company’s articles of association for the directors to allot and issue the Award Shares;
2.4 that no allotment and issue of Award Shares will result in a breach of any authority to allot ordinary shares conferred on the directors of the Company by shareholders of the Company or in the authorised share capital of the Company being exceeded;
2.5 there will be full compliance with the terms of the Governing Terms;
2.6 the grant of all Substitute Awards, and the allotment and issue of all Award Shares, has been or will be made in accordance with the Governing Terms and the Company’s articles of association;
2.7 that no Award Shares have been, or will be, issued at a price less than their nominal value;
2.8 that the Substitute Awards do not constitute an employee share scheme or long term incentive plan for the purposes of rules 9.4.1 to 9.4.3 of the listing rules of the UK Listing Authority;
2.9 that the allottee of any Award Share will have: (A) the capacity, power and authority; (B) taken all necessary action; and (C) obtained or made all necessary agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any agreement binding on it), to become the registered holder of that Award Share in accordance with all applicable laws;
2.10 that the Company is not insolvent or unable to pay its debts as they fall due and no insolvency proceedings or analogous procedures have been commenced in any jurisdiction outside Jersey in relation to the Company or any of its assets or revenues;
2.11 the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us;
2.12 that words and phrases used in the Form S-8 have the same meaning and effect as they would if the Form S-8 were governed by Jersey law;
2.13 the performance of each obligation by the Company in connection with the Substitute Awards is not illegal or contrary to public policy in any place outside Jersey in which that obligation is to be performed;
2.14 all acts, conditions or things required to be fulfilled, performed or effected in connection with the Substitute Awards under the laws of any jurisdiction other than Jersey have been duly fulfilled, performed and effected;
2.15 the directors of the Company have complied with their duties as directors in so far as relevant to this opinion letter;
2.16 that there is no provision of any law (other than Jersey law) that would affect anything in this opinion; and
2.17 that no event occurs after today’s date that would affect anything in this opinion.
3. Opinion
As a matter of Jersey law and based on, and subject to, the assumptions, limitations and qualifications set out in this opinion, we are of the opinion that, in relation to any Award Share to be allotted and issued to an award holder (or to the Company’s depositary on behalf of the award holder) in settlement of the award holder’s Substitute Award, upon the:
(a) receipt in full by the Company of all amounts payable by the award holder under the Substitute Award and Governing Terms; and
(b) entry of the name of the award holder (or the Company’s depositary on behalf of the award holder) as the holder of that Award Share in the Company’s register of members,
that Award Share will be validly issued and fully paid and no further contribution in respect of such Award Share will be required to be made to the Company by such person, by reason solely of such person (or such person’s nominee) being the holder of such Award Share.
4. Qualifications
Our opinion is subject to any matter of fact not disclosed to us and to the following qualifications:
4.1 we express no opinion as to the validity or otherwise of the issue of any American depositary shares in connection with the Substitute Awards or as to compliance or otherwise with the terms of the depositary agreement relating to such American depositary shares;
4.2 insofar as any obligation in connection with the Substitute Awards is to be performed in any jurisdiction other than Jersey, a Jersey court may have to have regard to the law of that jurisdiction in relation to the manner of performance and the steps to be taken in the event of defective performance;
4.3 we express no opinion as to whether specific performance, injunctive relief or any other form of equitable remedy would be available in respect of any obligation of the Company under or in respect of the Substitute Awards;
4.4 in our opinion under Jersey law there is doubt as to the enforceability in Jersey, in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated solely upon the United States Federal or State securities laws;
4.5 the Company will be required to comply with applicable procedures and regulations designed to prevent money laundering, breaches of sanctions and the financing of terrorism, and may require certain documentation and information in relation to a holder of Award Shares;
4.6 Article 28 of the Jersey Companies Law provides that a minor or interdict may not become a member of a Jersey company unless his or her rights of membership were transmitted to the person on the death of the holder of the relevant share;
4.7 Article 48(1) of the Jersey Companies Law provides that no notice of a trust, whether express, implied or constructive, shall be entered on the register of members of a Jersey company. Article 48(2) of the Jersey Companies Law provides that the register of members of a Jersey company is prima facie evidence of any matters which are directed or authorized to be inserted in it by the Jersey Companies Law, including the name of every member of the company and the number of shares held by him. If a person is, without sufficient reason, entered in, or omitted from, a company’s register of members or there is a failure or unnecessary delay in entering on the register the fact of a person having ceased to be a member, the aggrieved person, a member of the company or the company may apply to the court for rectification of the register (including, in certain circumstances, retrospective rectification);
4.8 shareholders can make arrangements outside the Company’s constitutional documents in respect of pre-emptive rights relating to shares, about which we express no opinion; and
4.9 the obligations of the Company under, or in respect of, the Substitute Awards and the Governing Terms 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.
5. Jersey law
This opinion is limited to matters of, and is interpreted in accordance with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this opinion.
6. Benefit of opinion
6.1 This opinion is only addressed to, and for the benefit of, the Company. It is given solely in connection with the allotment and issue of Award Shares. This opinion may not, without our prior written consent, be transmitted or disclosed to, or used or relied upon by, any other person (including, without limitation, any award holder) or be relied upon for any other purpose whatsoever.
6.2 We consent to the disclosure of this opinion as an exhibit to the Form S-8 and its filing with the United States Securities and Exchange Commission.
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Yours faithfully |
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/s/ Mourant Ozannes |
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Mourant Ozannes |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 23, 2016, relating to the consolidated financial statements and financial statement schedule of Shire plc and subsidiaries, and the effectiveness of Shire plc and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of Shire plc for the year ended December 31, 2015.
/s/ Deloitte LLP
Deloitte LLP
London, United Kingdom
June 9, 2016
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 2016, relating to the financial statements of the Shire Income Access Share Trust appearing in the Annual Report on Form 10-K of Shire plc for the year ended December 31, 2015.
/s/ Deloitte LLP
Deloitte LLP
London, United Kingdom
June 9, 2016
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Shire plc of our report dated March 17, 2016 relating to the financial statements of Dyax Corp., which appears in Shire plc’s Current Report on Form 8-K dated January 22, 2016, as amended on March 17, 2016.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
June 9, 2016
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Shire plc of our report dated March 3, 2016 relating to the financial statements of Baxalta Incorporated, which appears in Shire plc’s Current Report on Form 8-K dated June 3, 2016.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
June 9, 2016