Agencia Gubernamental de Control
RESOLUCIÓN N.° 354/AGC/15
C Intangible assets As at December 31, 2005 $’000 At September 5, 2005 –
Additions in the period 443
At December 31, 2005 443
D Fixed asset investments
As at December 31, 2005 $’000
Shares in subsidiary undertakings
At September 5, 2005 –
Additions in the period 3,088,781
At December 31, 2005 3,088,781
On November 25, 2005 the Company acquired the share capital of Shire Pharmaceuticals Group plc under the Scheme of Arrangement at a nominal value of 350 pence per share. See Note I for further details. Principal subsidiaries of the Group are shown in Note 36 of the Group accounts. E Debtors As at As at December 31, September 5, 2005 2005 $’000 $’000
Amounts due from Group undertakings 13,420 –
Other debtors 189 86
13,609 86
F Creditors: Amounts falling due within one year
As at As at
December 31, September 5,
2005 2005
$’000 $’000
Amounts owed to Group undertakings 9,247 –
Other taxes and social security payable 320 –
Non-voting redeemable preference shares 86 86
Accruals and deferred income 24 –
9,677 86
The non-voting redeemable preference shares were issued at par on September 5, 2005.
The rights and restrictions attached to the non-voting redeemable preference shares are set out below:
(a) Income
The holders of the non-voting redeemable preference shares shall, with effect from the date of adoption of these articles, have the right to receive, out of the profits of the Company available for distribution and resolved to be distributed, a fixed non-cumulative preferential dividend at a rate of 5% per annum on the capital sum paid up thereon. The non-voting redeemable preference shares shall rank for dividends in priority to any ordinary shares in the capital of the Company (including, but not limited to, the subscriber ordinary shares) from time to time in issue;
Notes to the Company balance sheet – UK GAAP
As at December 31, 2005
(b) Capital
The holders of the non-voting redeemable preference shares on a return of capital on liquidation or otherwise shall be entitled to receive out of the assets of the Company available for distribution among the members the amounts paid up on those shares, together with any accrued but unpaid dividend on those shares, in priority to any distribution to any holder of ordinary shares in the Company (including, but not limited to, the subscriber ordinary shares) from time to time in issue;
Except as provided in (a) and (b) above, the holders of the non-voting redeemable preference shares shall not have any other right to participate in the profits or assets in the Company;
(c) Redemption
(1) Subject to the provisions of the Companies Act, the Company shall redeem the non-voting redeemable preference shares (A) at any time at the discretion of the Directors of the Company; or (B) at any time after the earlier of a reduction of capital of the Company implemented subsequently to the Scheme becoming effective or June 30, 2006 at the request of the holders of the non-voting redeemable preference shares and shall on redemption pay the nominal amount paid up thereon (together with any accrued but unpaid dividend on those shares) provided always that if the Company shall at any time be unable, by reason of any provision of the Companies Acts, to redeem the non-voting redeemable preference shares on the date specified by the directors or requested by the holders of the non-voting redeemable preference shares, then the Company shall redeem such shares as soon as it is able to comply with such provisions of the Companies Acts;
(2) Subject to sub-paragraph (c)(1) above, any notice of redemption served shall specify the date fixed for redemption and upon such date the holders of the non-voting redeemable preference shares shall present the certificate thereof in order that the same may be cancelled. Upon such delivery the Company shall pay the holders the amount due to them in respect of such redemption.
(d) Transfer
The Board may decline to register any transfer of any of the non-voting redeemable preference shares to any person they do not approve and decline to give any reason for that disapproval. If the Board declines to register a transfer of any of the non-voting redeemable preference shares, they shall within two months after the date the transfer was lodged with the Company send to the transferee notice of their declining to register the transfer and the relevant instrument of transfer;
(e) Voting
The holders of the non-voting redeemable preference shares shall have no right as such to receive notice of or attend any general meeting of the Company unless a resolution is to be proposed to wind up the Company or a resolution is to be proposed which varies, modifies, alters or abrogates any of the rights of the non-voting redeemable preference shares.
G Share capital
As at December 31, 2005 $’000
Authorised
18,333,006,420 ordinary shares of 5 pence each 1,579,755
Called-up and allotted
495,733,782 ordinary shares of 5 pence each 42,728
Number $’000
As at September 5, 2005 2 –
Issued in Scheme of Arrangement 495,173,820 2,987,532
Capital reduction – (2,946,490)
Issued on exercise of options for cash consideration 559,960 1,686
As at December 31, 2005 495,733,782 42,728
Authorised, called-up and allotted share capital as at September 5, was £2.00 ($3.45).
Notes to the Company balance sheet – UK GAAP
As at December 31, 2005
H Movement on reserves
Capital
Share Exchangeable reduction Profit and premium shares reserve loss account $’000 $’000 $’000 $’000
As at September 5, 2005 – – – –
Options exercised 2,977 – – –
Issue of exchangeable shares – 101,248 – –
Scheme of arrangement and capital reduction – – 2,946,490 –
Loss for period – – – (363)
Share-based compensation – – – 76
As at December 31, 2005 2,977 101,248 2,946,490 (287)
On November 25, 2005, Shire plc, a public limited company incorporated in England and Wales (Shire), became the holding company of Shire Pharmaceuticals Group plc (SPG) pursuant to a scheme of arrangement under section 425 of the UK Companies Act 1985 that was approved by the High Court of Justice in England and Wales and the shareholders of SPG (the ‘Scheme of Arrangement’). Pursuant to the Scheme of Arrangement, ordinary shares, each having a nominal value of £3.50, of Shire (Shire Ordinary Shares) were exchanged for ordinary shares, each having a nominal value of £0.05 of SPG (SPG Ordinary Shares), on a one-for-one basis. As a result of the Scheme of Arrangement, SPG (now renamed Shire Pharmaceuticals Group Limited) is now a wholly-owned subsidiary of Shire. The Shire Ordinary Shares carry substantially the same rights as did the SPG Ordinary Shares. The Scheme of Arrangement did not involve any payment for the new Shire Ordinary Shares.
On November 28, 2005 the High Court of Justice in England and Wales approved a reduction of Shire’s share capital to take effect on November 29, 2005, when the nominal value of each Shire ordinary share was reduced from £3.50 pence to £0.05 pence. This gave rise to a capital reduction reserve of $2,946,490,000, which is distributable.
I Reconciliation of movements in shareholders’ funds
$’000
Balance as at September 5, 2005 –
Shares issued in Scheme of Arrangement 2,987,532
Loss for the period (363)
Employee share-based compensation:
– value of employee services 76
– proceeds from shares issued 4,663
Issue of exchangeable shares 101,248
Shire plc
Chief Executive Officer: Matthew Emmens Hampshire International Business Park Basingstoke, Hampshire RG24 8EP United Kingdom
Tel +44 (0)1256 894000 Fax +44 (0)1256 894708
Shire Pharmaceuticals Ltd
Managing Director: John Freeman Hampshire International Business Park Basingstoke, Hampshire RG24 8EP United Kingdom
Tel +44 (0)1256 894000 Fax +44 (0)1256 894708
Shire Pharmaceuticals Ireland Ltd
General Manager: Brian Martin Building 1A, Citylink Business Park Old Naas Road, Dublin 12 Ireland
Tel + 353 1 429 7700 Fax + 353 1 429 7701
Shire Pharmaceutical Contracts Ltd
(Singapore representative office) Managing Director: Tony Ooi LiFung Centre
5 B, Toh Guan Road East, # 03-09A Singapore 608829
Tel +65 6665 2795 Fax +65 6665 2797
Shire Deutschland GmbH & Co KG
Managing Director: Leonhard Terp Siegburger Straße 126
D-50679 Köln Germany
Tel +49 221 8 80 47 30 Fax +49 221 8 80 47 41
Shire France S.A.
Managing Director: Vincent Lucet 88, rue du Dôme
92514 Boulogne-Billancourt Cedex France
Tel +33 (0)146 10 90 00 Fax +33 (0)146 08 21 49
Shire Italia S.p.A.
Managing Director: Gian Piero Reverberi Via Provinciale Lucchese, 70
50019 Sesto F. No (FI) Italy
Tel +39 (0)55 3025050 Fax +39 (0)55 3025051
Shire Pharmaceuticals Iberica SL
Managing Director: José Antonio Senz de Broto Pº Pintor Rosales, nº 40, Bajo Izda.
28008 Madrid Spain
Tel +34 915 500 691 Fax +34 915 493 695
Shire US Manufacturing Inc.
Executive Vice President
Global Supply Chain & Quality: John Lee 11200 Gundry Lane
Owings Mills, Maryland 21117 USA
Tel +1 410 413 1000 Fax +1 410 413 2000
Shire BioChem Inc.
Vice President and
General Manager: Claude Perron 2250 Alfred-Nobel Blvd., Suite 500 Ville Saint-Laurent, Québec H4S 2C9 Canada
Tel +1 514 787 2300 Fax +1 514 787 2427
Shire Human Generic Therapies
Executive Vice President
and General Manager: David Pendergast 700 Main Street
Cambridge, Massachusetts 02139 USA
Tel +1 617 349 0200 Fax +1 617 613 4004
Shire head office and main operating locations
Registered office address
Hampshire International Business Park Basingstoke, Hampshire RG24 8EP United Kingdom
Registered in England No. 05492592
Investor relations
Europe and Rest of the World: Cléa Rosenfeld Tel + 44 (0)1256 894160
Fax + 44 (0)1256 894708
Email [email protected]
North America: Brian Piper Tel +1 484 595 8800 Fax +1 484 595 8151 Email [email protected]
www.shire.com
Registrars and transfer office
All administrative enquiries relating to shareholdings should be addressed to Lloyds TSB Registrars, clearly stating the registered shareholder’s name and address.
Lloyds TSB Registrars
Customer Services, The Causeway Worthing, West Sussex BN99 6DA United Kingdom
Tel +44 870 600 3970