Shire Files 8K - Changes To Articles
April 25 2017 - 5:54PM
Dow Jones News
Shire PLC (SHPG) filed a Form 8K - Changes to Articles of
Incorporation or Bylaws; Change in Fiscal Year - with the U.S
Securities and Exchange Commission on April 25, 2017.
On April 25, 2017, the shareholders of Shire plc (the "Company")
adopted new Articles of Association (the "New Articles") which
amended the Company's current Articles of Association (the "Old
Articles"). The principal changes between the Old Articles and the
New Articles are set out below.
Appointments of proxy
The New Articles clarify that where a shareholder appoints more
than one proxy and the applicable appointments of proxy give the
apparent right to exercise votes on behalf of the shareholder in a
general meeting over more shares than are held by that shareholder,
then each of those appointments of proxy will be invalid and none
of the proxies so appointed will be entitled to attend, speak or
vote at the relevant general meeting.
Borrowing powers
On May 27, 2016, the limit on the aggregate principal amount
outstanding in respect of monies borrowed by the Group was
increased by ordinary resolution from US$12,000,000,000 to
US$30,000,000,000. The New Articles reflect this historical
amendment.
Board activity
The Company's Old Articles require all Board meetings of the
Company to be held outside the United Kingdom and prevent a
Director from attending such Board meetings via telephone or other
communication equipment, and from signing a resolution in writing
of the Board, if the Director in question is located in the United
Kingdom. The New Articles remove these restrictions in order to
allow for greater flexibility. The Company intends that it will
continue to be managed and controlled in Ireland.
Executive Committee
The New Articles remove references to the "Executive Committee".
The role and responsibilities of the Executive Committee, which is
currently a committee of the Board, are considered by the Board to
be managerial in nature. It is therefore proposed that the
Executive Committee be re-established as a management committee,
similar to other management committees of the Company and
comparable committees of other companies with shares admitted to
trading on the London Stock Exchange.
Scrip dividends
The New Articles have been updated to reflect that when
calculating a shareholder's entitlement to scrip dividends, the
relevant value of the entitlement shall be calculated by reference
to the average of the middle market quotations for the Company's
Ordinary Shares on the London Stock Exchange as derived from the
Daily Official List (or any other publication of a recognized
investment exchange showing quotations for the Company's Ordinary
Shares, as determined by the Board) rather than by reference to the
"market value" as defined by the UK Listing Rules. This is because
the UK Listing Rules no longer define "market value".
Strategic report and supplementary material
The New Articles have been updated to reflect that the Company
provides, to electing shareholders, copies of its strategic report
and supplementary material, consistent with the UK Companies Act
2006 (as amended), rather than summary financial statements.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010317003823/dp75397_8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/936402/000095010317003823/0000950103-17-003823-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
April 25, 2017 17:39 ET (21:39 GMT)
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