SHIRE PLC

SHIRE PLC

Previous company name
SHIRE LIMITED
Name change date
10/1/2008
Company Overview
The company is a publicly held entity based in the United Kingdom that is engaged in the production and distribution of pharmaceutical and ancillary products. It started its operations in 2005, and has its registered business office located in Jersey, UK. Its shares are traded on the London Stock Exchange under the ticker symbol SHP.
The company offers a wide range of products, that include biological and medical products; botanical drugs and herbs; and pharmaceutical products intended for internal and external consumption. These products comes in forms, such as ampoules, tablets, capsules, vials, ointments, powders, solutions, and suspensions. It also offers syringes, mixing bottles, bandages, and other related products. These products are offered to distributors, retailers and to the general public.
The company has its active operations within the country.
Business Summary
The principal activity of the Company is to develop and market products for specialty physicians. The Company focuses its business on Central Nervous System (CNS), Gastro-Intestinal (GI), Human Genetic Therapies (HGT) and general products.
Description and history
The principal activity of the Company is to develop and market products for specialty physicians. The Company focuses its business on Central Nervous System (CNS), Gastro-Intestinal (GI), Human Genetic Therapies (HGT) and general products. The Group has a global sales and marketing infrastructure with a broad portfolio of products and its own direct marketing capability in the US, Canada, UK, Republic of Ireland, France, Germany, Italy and Spain. The Company also covers the other significant pharmaceutical markets indirectly through distributors. The interest in the Pacific Rim is managed through the Company’s regional office based in Singapore. M&A activity of the Group during the last ten years has resulted in seven completed mergers and acquisitions.

The Company’s History:
The Company was incorporated on June 27, 2005 and the admission of its shares to trading on AIM commenced on November 25, 2005.
The Company was founded and funded in 1986 in the UK by four entrepreneurs (Dennis Stephens, Harry Stratford, Peter Moriarty, and Geoff Hall). Each had considerable experience either in or directly serving the pharmaceutical industry. The Company initially launched and sold a range of calcium products that are designed to help with the bone disease, osteoporosis (Calcichew is still one of the Company’s successfully marketed products). The Company, originally named AimCane, began in a small office above a shop in Hampshire in the UK – (indeed, the Company soon changed its name to Shire which came from the name of the building that housed the Company in those early days). The Company expanded its specialism to include hormone replacement therapy (HRT) and Alzheimer’s disease and acquired the rights to galantamine – as well as developing a partnership with Janssen to develop this product into what is now known as Reminyl, the Company’s multi-million pound Alzheimer’s product. From the very early days, the Company concentrated on developing personal relationships with hospital doctors and specialists ; a cornerstone in the Company’s strategy that still governs the Company up till now. The Company began trading fully in 1987. In 1995, it made its first acquisition of Imperial Pharmaceutical Services, another business based in Hampshire. This acquisition brought to the Company a range of product licenses; as well as, capital that enabled the Company to embark on expansion and a series of further acquisitions.

In February 1996, the Company was floated on the London Stock Exchange. This was a significant moment in the Company’s history as it reflected its ambitions to invest, to expand and to become an international force in the industry while still retaining a point of difference from the other big pharmaceutical giants. Since this time, the Company’s growth has been fueled by acquisitions (there were six acquisitions in a six year period). Each merger or acquisition brought new products, new expertise and new strengths to the organization; as well as, contributing towards the building of the multinational company that the Company currently has.
In 1997, the Pharmavene acquisition brought the expertise of drug delivery development into the Company’s fold. This led to the creation of the Company in the United States, which excels at developing new ways of delivering medicines such as their once daily formulations for Carbatrol and Adderall. A further US acquisition of Richwood in the same year added marketing and sales to the Company’s organization; as well as, bringing them the rights to the attention’s deficit and hyperactivity disorder product, Adderall. In one year, the Company was transformed into a global player with a significant presence in the United States, the largest pharmaceutical market in the world.
In 1999, the Company needed to increase its infrastructure in Europe and it bought Fuisz and Roberts. This created a Shire network in France, Germany and Italy; as well as, adding important new products (Agrylin and Lodine) in cancer and gastro intestinal disorders.
In 2001, the Company merged with Canadian pharmaceutical company, Biochem Pharma. This move added a very diverse portfolio of products including the world’s leading HIV/Aids treatment 3TC.

In July 2005, the Company announced that the acquisition of Transkaryotic Therapies Inc. has been successfully closed.
The Company is to Introduce a New UK listed Holding Company to Create Distributable Reserves:
Basingstoke, UK and Philadelphia, US – 8th September, 2005 – Shire Pharmaceuticals Group plc (LSE: SHP, NASDAQ: SHPGY, TSX: SHQ) announced that it will be posting a circular to its shareholders later this month in connection with proposals to introduce a new UK listed holding company for SPG and has a Court approved reduction of the new holding company’ s share capital to create distributable reserves. Like other English companies, the Company can only pay dividends to its shareholders to the extent that it has distributable reserves as a matter of UK law. The Proposals will increase the distributable reserves available to the holding company of the Shire Group from GBP87 million ($160 million) as on December 31, 2004 to approximately GBP1,650 million ($3,000 million). The Board believes that this is the optimal structure to enable the pursuit of a progressive long-term dividend strategy. The new UK listed holding company, which is to be called Shire plc, will have the same Board, management and corporate governance as SPG. Under the terms of a scheme of arrangement under section 425 of the UK Companies Act 1985, the Company will issue the Company ordinary shares to holders of SPG 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:
-SPG will become a subsidiary of Shire plc (Shire plc will be listed on the London Stock Exchange in SPG’s place).
-each SPG Ordinary Shareholder will own an identical number of new ordinary shares in Shire plc as they owned in SPG.
-The Company’s share capital will subsequently be reduced to create distributable reserves.
Court approved the scheme of arrangement:
On November 24, 2005 , Shire Pharmaceuticals Group plc announced that the High Court approved the scheme of arrangement between SPG and its ordinary shareholders at a hearing on that day. The scheme will become effective on November 25, 2005.

Scheme of arrangement to create new UK listed, Jersey incorporated holding company, Shire plc (‘Shire’) (LSE: SHP, NASDAQ: SHPGY) announced a proposed Court sanctioned scheme of arrangement relating to the corporate structure and organisation of Shire, including the creation of a new UK listed, Jersey incorporated holding company for the group (the ‘Proposals’).
The Proposals will not result in any changes in the day to day conduct of Shire’s business, its strategy or dividend policy. The new holding company will have its primary listing on the London Stock Exchange (‘LSE’) and its American Depositary Shares (‘ADS’) will be traded on NASDAQ. It is not planned that the Proposals will result in any job losses or relocation of existing Shire personnel out of the UK.
Through a series of transactions over the last ten years, the Shire group’s business has been transformed, from a primarily UK business to an international business, with the vast majority of its revenues generated from outside the UK. The Company has concluded that its business and its shareholders would be better served by having an international holding company with a group structure that is designed to help protect the group’s taxation position, and better facilitate the group’s financial management. The Directors believe that the most appropriate structure is for the new group parent company to be tax-resident in the Republic of Ireland.
The new holding company, which is to be called Shire Limited, will have the same Board and management team as Shire and there will be no substantive changes to corporate governance and investor protection measures. As is the case for Shire, Shire Limited will have its primary listing on the London Stock Exchange and, upon listing, will be included in FTSE’s UK Index Series. The Company also intends that its American Depositary Shares will be traded on NASDAQ, in place of Shire’s existing ADS program.

Restructuring – New Jersey incorporated parent company
On May 22, 2008, the High Court sanctioned the scheme of arrangement proposed between Shire plc and its ordinary shareholders. Under the terms of the scheme, the Company will issue ordinary shares to former holders of ordinary shares in Shire plc on a one-for-one basis. Similarly, Shire plc’s American Depositary Shares (‘ADSs’) was replaced by Shire’s ADSs on a one-for-one basis and NASDAQ dealings commencing on May 23, 2008.
Shire Limited is the successor of Shire Plc.

Change of name
As a result of an amendment to the Companies (Jersey) Law 1991 permitting a public company to use ‘plc’ in its name, Shire Limited changed its name to Shire plc with effect from October 1, 2008.

Business Line
Engaged in the production and distribution of pharmaceutical and ancillary products
Subsidiary
3829359 CANADA INC
Advisor
DELOITTE LLP
IPO date
5/23/2008
US SIC Code
2834
Company Address

City province or state postal code

Phone: +44 (0)1256 894160
Fax:
Country address: UNITED KINGDOM
Website url: www.shire.com