On September 5, 2012, Warner Chilcott plc (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., as underwriter, and the selling shareholders named therein, pursuant to which the selling shareholders agreed to sell to the underwriters 42,864,843 ordinary shares of the Company, par value $0.01 per share (the "Shares") at a price of $13.10 per Share. The Shares are expected to be delivered against payment therefor on September 11, 2012.

The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-163079).

Citigroup Global Markets Inc. or its affiliates has provided, and may in the future provide, certain commercial banking, financial advisory and investment banking services in the ordinary course of business for the Company, its subsidiaries and its affiliates, for which it receives customary fees and commissions.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.1.

Item 9.01           Financial Statements and Exhibits

(d) Exhibits

Exhibit No.    Description
1.1            Underwriting Agreement, dated as of September 5, 2012, among Warner
               Chilcott plc, Citigroup Global Markets Inc. and the selling
               shareholders named therein
5.1            Opinion of Arthur Cox, Solicitors, regarding the validity of the
               Shares
23.1           Consent of Arthur Cox, Solicitors (included in Exhibit 5.1)