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.
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.
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.
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.
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)