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SHPG > SEC Filings for SHPG > Form 8-K on 4-Dec-2013All Recent SEC Filings

Show all filings for SHIRE PLC

Form 8-K for SHIRE PLC


4-Dec-2013

Unregistered Sale of Equity Securities


Item 3.02. Unregistered Sales of Equity Securities

On November 26, 2013, Shire plc (the "Company") issued an optional redemption notice under the Trust Deed dated May 9, 2007 (the "Trust Deed") to holders (the "Holders") of the Company's 2.75% Convertible Bonds due 2014 (the "Convertible Bonds"). The issuance of the Convertible Bonds was previously reported by the Company on May 15, 2007. The aggregate outstanding principal amount of Convertible Bonds on November 25, 2013, the last practicable date prior to the date of the optional redemption notice, was US$1,075,070,000. The last day on which Holders may exercise their conversion rights is December 13, 2013. Convertible Bonds which are not voluntarily converted by Holders will be redeemed by the Company on December 27, 2013 at par together with interest accrued to that date. As of December 4, 2013, Holders had voluntarily converted US$236,100,000 aggregate principal amount of the Convertible Bonds into fully paid ordinary shares in the capital of the Company, with par value of 0.05 each ("Ordinary Shares"). Pursuant to the terms of the Trust Deed, the Convertible Bonds which Holders elected to convert as of December 4, 2013 were converted into 7,262,368 Ordinary Shares at a conversion price of US$32.51 per Ordinary Share. The Ordinary Shares into which the Convertible Bonds have been converted were issued to Holders in reliance on an exemption from registration pursuant to
Section 3(a)(9) of the Securities Act of 1933, as amended, on the basis that the Ordinary Shares have been exchanged with Holders exclusively and no commission or other remuneration has been paid or given directly or indirectly for soliciting such exchange.


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