Annual General Meeting
Assuming the Scheme becomes effective, this year's annual general meeting for the Shire group will be an annual general meeting of Shire Limited which is expected to be held in September.
Terms of the Scheme
Under the terms of a scheme of arrangement pursuant to sections 895 to 899 of the UK Companies Act 2006 (the "Scheme"), Shire Limited will issue Shire Limited ordinary shares to holders of Shire ordinary shares on a one-for-one basis. The Proposals do not involve any payment for the new ordinary shares.
The effect of the Proposals will therefore be as follows:
- Shire will become a subsidiary of Shire Limited (Shire Limited will be listed on the LSE in Shire's place);
- each Shire ordinary shareholder will own an identical number of new ordinary shares in Shire Limited as was owned in Shire; and
- Shire Limited's share capital will subsequently be reduced by a Jersey Court process to create distributable reserves.
It is expected that a Circular setting out full details of the Proposals will be sent to shareholders tomorrow, 16th April, 2008. A prospectus in relation to Shire Limited (the "Prospectus") will also be published and both documents will be available on Shire's website, http://www.shire.com.
The ordinary shares underlying Shire ADSs will participate in the
Scheme, if approved, like all other ordinary shares in Shire. In
conjunction with the Scheme, Shire ADSs will
|SOURCE Shire PLC|
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