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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2017
SHIRE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation)
0-29630
(Commission File Number)
98-0601486
(IRS Employer Identification No.)
5 Riverwalk, Citywest Business Campus, Dublin
24, Republic of Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code:
+353 1 429 7700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
Shire plc has issued the press releases attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 which are incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith:
99.1
Press Release dated March 1, 2017
99.2
Press Release dated March 1, 2017
99.3
Press Release dated March 1, 2017
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Shire plc
By: /s/ W R Mordan
Name: Bill Mordan
Title:
Company Secretary
Date: March 1, 2017
Exhibit 99.1
Press Release
www.shire.com
Total Voting Rights
March 1, 2017 - Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”), in accordance with 5.6.1R of the Financial Conduct Authority's
(the “FCA”) Disclosure Rules and Transparency Rules, notifies the market of the following:
As at February 28, 2017, the Company’s issued ordinary share capital comprised 905,443,530 ordinary shares of 5 pence each with voting
rights and a further 7,971,461 ordinary shares held in treasury.
Therefore, the total number of voting rights in the Company is 905,443,530. This is the figure which should be used by shareholders as the
denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Rules and Transparency Rules.
Sarah Rixon
Company Secretarial Assistant
For further information please contact:
Investor Relations
Ian Karp
Robert Coates
Media
Lisa Adler
Debbi Ford
[email protected]
[email protected]
+1 781 482 9018
+44 1256 894874
[email protected]
[email protected]
+1 617 588 8607
+1 617 949 9083
NOTES TO EDITORS
About Shire
Shire is the leading global biotechnology company focused on serving people with rare diseases and other highly specialized conditions. We
strive to develop best-in-class products, many of which are available in more than 100 countries, across core therapeutic areas including
Hematology, Immunology, Neuroscience, Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and
Hereditary Angioedema; and a growing franchise in Oncology.
Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of
people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest.
www.shire.com
Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX
Exhibit 99.2
Press Release
www.shire.com
Total Voting Rights – Amendment
March 1, 2017 – Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”) announces that the Total Voting Rights announcement, released
earlier today, has been amended to reflect that the number of ordinary shares of 5 pence each of the Company with voting rights is 905,168,199
instead of 905,443,530 as previously announced.
The full amended announcement is below; all other details remain the same.
March 1, 2017 - Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”), in accordance with 5.6.1R of the Financial Conduct Authority's
(the “FCA”) Disclosure Rules and Transparency Rules, notifies the market of the following:
As at February 28, 2017, the Company’s issued ordinary share capital comprised 905,168,119 ordinary shares of 5 pence each with voting
rights and a further 7,971,461 ordinary shares held in treasury.
Therefore, the total number of voting rights in the Company is 905,168,119. This is the figure which should be used by shareholders as the
denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Rules and Transparency Rules.
Sarah Rixon
Company Secretarial Assistant
For further information please contact:
Investor Relations
Ian Karp
Robert Coates
Media
Lisa Adler
Debbi Ford
[email protected]
[email protected]
+1 781 482 9018
+44 1256 894874
[email protected]
[email protected]
+1 617 588 8607
+1 617 949 9083
NOTES TO EDITORS
About Shire
Shire is the leading global biotechnology company focused on serving people with rare diseases. We strive to develop best-in-class products,
many of which are available in more than 100 countries, across core therapeutic areas including Hematology, Immunology, Neuroscience,
Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and Hereditary Angioedema; and a growing
franchise in Oncology.
Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of
people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest.
www.shire.com
Registered in Jersey, No. 99854, 22 Grenville Street, St Helier, Jersey JE4 8PX
Exhibit 99.3
Press Release
www.shire.com
Director/PDMR Shareholding
March 1, 2017 – Shire plc (LSE: SHP, NASDAQ: SHPG)
Notification of transactions by persons discharging managerial responsibilities
1.
a)
2.
a)
b)
3.
a)
b)
4.
a)
Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated them (“PCA”)
Name
Perry Sternberg
Reason for the notification
Position / status
Head of US Commercial - PDMR
Initial notification /
Initial notification
amendment
Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor
Name
Shire plc
LEI
54930005LQRLI2UXRQ59
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have been conducted
Shire plc American Depositary Shares (“ADSs”)
Description of the financial
instrument, type of
instrument
Identification code
ISIN: US82481R1068
b)
Nature of the transaction
c)
Price(s) and volume(s)
d)
Aggregated information
Vesting of Restricted Stock Units (“RSUs”) in respect of notional ADSs awarded under the
Shire Long Term Incentive Plan 2015 (“LTIP”) on February 26, 2016. In accordance with
the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by
an amount equivalent to the value of dividends paid by the Company in respect of the
RSUs from the award date to the date of vesting. (Details of related disposal of ADSs are
referenced in section 5. below.)
Price(s)
Volume(s)
N/A
217
N/A (single transaction)
- Aggregated volume
- Price
e)
f)
Date of the transaction
Place of the transaction
February 27, 2017
N/A
5.
a)
b)
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have been conducted
Shire plc American Depositary Shares (“ADSs”)
Description of the financial
instrument, type of
instrument
Identification code
ISIN: US82481R1068
Automated disposal of ADSs in relation to the vesting of RSUs referenced in section 4. above. The
Nature of the transaction
proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the
RSUs.
c)
Price(s) and volume(s)
d)
Aggregated information
Price(s)
$182.59
Volume(s)
72
N/A (single transaction)
- Aggregated volume
- Price
e)
f)
6.
a)
Date of the transaction
February 27, 2017
Place of the transaction
NASDAQ
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have been conducted
Shire plc American Depositary Shares (“ADSs”)
Description of the financial
instrument, type of
instrument
Identification code
ISIN: US82481R1068
b)
Nature of the transaction
c)
Price(s) and volume(s)
d)
Aggregated information
Vesting of Restricted Stock Units (“RSUs”) in respect of notional ADSs awarded under the
Shire Long Term Incentive Plan 2015 (“LTIP”) on February 27, 2015. In accordance with
the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by
an amount equivalent to the value of dividends paid by the Company in respect of the
RSUs from the award date to the date of vesting. (Details of related disposal of ADSs are
referenced in section 7. below.)
Price(s)
Volume(s)
N/A
141
N/A (single transaction)
- Aggregated volume
e)
f)
- Price
Date of the transaction
Place of transaction
February 27, 2017
N/A
7.
a)
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have been conducted
Shire plc American Depositary Shares (“ADSs”)
Description of the financial
instrument, type of
instrument
Identification code
ISIN: US82481R1068
b)
Nature of the transaction
c)
Price(s) and volume(s)
d)
Aggregated information
Automated disposal of ADSs in relation to the vesting of RSUs referenced in section 6.
above. The proceeds of this disposal were used to satisfy personal tax liabilities arising
from the vesting of the RSUs.
Price(s)
Volume(s)
$182.59
56
N/A (single transaction)
- Aggregated volume
e)
f)
1.
a)
2.
a)
b)
3.
a)
b)
4.
a)
- Price
Date of the transaction
Place of the transaction
February 27, 2017
NASDAQ
Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated them
(“PCA”)
Name
Kim Stratton
Reason for the notification
Position / status
Head of International Commercial - PDMR
Initial notification /
Initial notification
amendment
Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor
Name
Shire plc
LEI
54930005LQRLI2UXRQ59
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have been conducted
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
Description of the financial
instrument, type of
instrument
Identification code
ISIN: JE00B2QKY057
b)
Nature of the transaction
c)
Price(s) and volume(s)
d)
Aggregated information
Vesting of Restricted Stock Units (“RSUs”) in respect of notional Ordinary Shares awarded
under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 26, 2016. In
accordance with the rules of the LTIP, upon vesting the number of Ordinary Shares to be
delivered was increased by an amount equivalent to the value of dividends paid by the
Company in respect of the RSUs from the award date to the date of vesting. (Details of
related disposal of Ordinary Shares are referenced in section 5. below.)
Price(s)
Volume(s)
N/A
368
N/A (single transaction)
- Aggregated volume
e)
f)
5.
a)
- Price
Date of the transaction
February 27, 2017
Place of the transaction
N/A
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have been conducted
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
Description of the financial
instrument, type of
instrument
Identification code
ISIN: JE00B2QKY057
b)
Nature of the transaction
c)
Price(s) and volume(s)
d)
Aggregated information
Automated disposal of Ordinary Shares in relation to the vesting of RSUs referenced in
section 4. above. The proceeds of this disposal were used to satisfy personal tax liabilities
arising from the vesting of the RSUs.
Price(s)
Volume(s)
£48.31
111
N/A (single transaction)
- Aggregated volume
e)
f)
6.
a)
- Price
Date of the transaction
February 27, 2017
Place of the transaction
London Stock Exchange
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have been conducted
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
Description of the financial
instrument, type of
instrument
Identification code
ISIN: JE00B2QKY057
b)
Nature of the transaction
c)
Price(s) and volume(s)
d)
Aggregated information
Vesting of Restricted Stock Units (“RSUs”) in respect of notional Ordinary Shares awarded
under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 27, 2015. In
accordance with the rules of the LTIP, upon vesting the number of Ordinary Shares to be
delivered was increased by an amount equivalent to the value of dividends paid by the
Company in respect of the RSUs from the award date to the date of vesting. (Details of
related disposal of ADSs are referenced in section 7. below.)
Price(s)
Volume(s)
N/A
302
N/A (single transaction)
- Aggregated volume
e)
f)
7.
a)
- Price
Date of the transaction
February 27, 2017
Place of the transaction
N/A
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have been conducted
Shire plc Ordinary Shares of 5 pence each (“Ordinary Shares”)
Description of the financial
instrument, type of
instrument
Identification code
ISIN: JE00B2QKY057
b)
Nature of the transaction
c)
Price(s) and volume(s)
d)
Aggregated information
Automated disposal of Ordinary Shares in relation to the vesting of RSUs referenced in
section 6. above. The proceeds of this disposal were used to satisfy personal tax liabilities
arising from the vesting of the RSUs.
Price(s)
Volume(s)
£48.31
91
N/A (single transaction)
- Aggregated volume
e)
f)
- Price
Date of the transaction
Place of the transaction
Oliver Strawbridge
Senior Assistant Company Secretary
February 27, 2017
London Stock Exchange
For further information please contact:
Investor Relations
Ian Karp
Robert Coates
Media
Lisa Adler
Debbi Ford
[email protected]
[email protected]
+1 781 482 9018
+44 1256 894874
[email protected]
[email protected]
+1 617 588 8607
+1 617 949 9083
NOTES TO EDITORS
About Shire
Shire is the leading global biotechnology company focused on serving people with rare diseases. We strive to develop best-in-class products,
many of which are available in more than 100 countries, across core therapeutic areas including Hematology, Immunology, Neuroscience,
Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and Hereditary Angioedema; and a growing
franchise in Oncology.
Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of
people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest.
www.shire.com