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Published on 9/8/2005 in the Prospect News Biotech Daily.

Shire plans to create holding company to allow dividend payments

New York, Sept. 8 - Shire Pharmaceuticals Group plc said it plans to create a new holding company in order to increase the reserves from which it can pay dividends.

The new parent, to be called Shire plc, will have reserves of £1.65 billion, up from £87 million as of Dec. 31, 2004.

Under U.K. law, Shire is only allowed to pay dividends on its stock to the extent that it has distributable reserves.

Explaining the new structure, Shire said: "The board believes that this is the optimal structure to enable the pursuit of a progressive long-term dividend strategy."

The holding company will have the same board, management and corporate governance as Shire Pharmaceuticals Group.

Shire will be asking shareholders to approve the change, and it will then ask the High Court to approve a reduction in the holding company's share capital to create the reserves.

Holders of Shire Pharmaceuticals Group's ordinary shares will receive Shire plc shares on a one-for-one basis. Similarly, Shire Pharmaceuticals Group's American Depositary Shares will be exchanged one-for-one into Shire plc ADS, each representing three ordinary shares. Canadian Exchangeable Shares will be treated in the same way.

The Basingstoke, England, and Philadelphia-based specialty pharmaceutical company expects to send details to shareholders by Sept. 26. An extraordinary general meeting and a meeting directed by the High Court will both be held on Oct. 28. At each Shire needs the approval of 75% of those shareholders voting. Shire will also need High Court approval for the new corporate structure and then at a hearing on Nov. 28 for the reduction of capital.

Shire plc shares are expected to start trading on the London stock exchange on Nov. 25 with the reduction of capital effective Nov. 29.


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