<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(MARK ONE)
<TABLE>
<C> <S>
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
COMMISSION FILE NUMBER 0-29630
------------------------
SHIRE PHARMACEUTICALS GROUP PLC
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
ENGLAND AND WALES
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
N.A.
EAST ANTON, ANDOVER, HAMPSHIRE SP10 5RG ENGLAND
(Address of principal executive offices) (Zip Code)
</TABLE>
44 1264 333455
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
- ------------------------------------------------------------------------------------------------
American Depository Shares, each representing Nasdaq National Market
3 Ordinary Shares, 5 pence nominal value
per share
- ------------------------------------------------------------------------------------------------
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference to Part III of this Form 10-K or any
amendment to this Form 10-K. / /
As of March 24, 2000, the aggregate market value of the ordinary shares,
L0.05 par value per share of the Registrant held by non-affiliates was
approximately $3,950,000,000.
As of March 24, 2000, the number of outstanding ordinary shares was
250,868,396.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
The purpose of this amendment is to provide the information required by
Items 10, 11, 12 and 13 of Part III of this report which the registrant intended
to incorporate by reference from the registrant's proxy statement for its annual
meeting of shareholders.
2
<PAGE>
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- ----------------------------------------
<S> <C> <C>
Dr. James Cavanaugh.................. 63 Non-executive Chairman
Rolf Stahel.......................... 55 Chief Executive
Angus Russell........................ 43 Group Finance Director
Dr. Wilson Totten.................... 44 Group Research and Development Director
Dr. Barry Price...................... 56 Senior Non-executive Director
Dr. Bernard Canavan.................. 64 Non-executive Director
Dr. Zola Horovitz.................... 65 Non-executive Director
Ronald Nordmann...................... 58 Non-executive Director
Joseph Smith......................... 61 Non-executive Director
John Spitznagel...................... 58 Non-executive Director
</TABLE>
DR. JAMES CAVANAUGH, 63, joined the Board on March 24, 1997 and was
appointed as Non-executive Chairman with effect from May 11, 1999.
Dr. Cavanaugh is the President of HealthCare Ventures LLC. Formerly he was
President of SmithKline & French Laboratories, the U.S. pharmaceutical division
of SmithKline Beecham Corporation. Prior to that, he was President of SmithKline
Beecham Corporation's clinical laboratory business and, before that, President
of Allergan International. Prior to his industry experience, Dr. Cavanaugh
served as Deputy Assistant to the President of the U.S. for Health Affairs on
the White House Staff in Washington, D.C. He is a Non-executive Director of
MedImmune, Inc. and Diversa Corporation.
ROLF STAHEL, 55, joined the Group in March 1994 as Chief Executive from
Wellcome plc where he worked for 27 years. From April 1990 until February 1994,
he served as Director of Group Marketing reporting to the Chief Executive. A
business studies graduate of KSL Lucerne, Switzerland, he attended the 97th
Advanced Managers Program at Harvard Business School.
ANGUS RUSSELL, 43, joined Shire in December 1999 as Group Finance Director,
previously he worked for ICI, Zeneca and Astra Zeneca for a total of 19 years.
Mr. Russell is a chartered accountant, having qualified with Coopers & Lybrand
and is a member of the Association of Corporate Treasurers. His last position
was Vice President-Corporate Finance at Astra Zeneca PLC.
DR. WILSON TOTTEN, 44, joined the Board as Group R&D Director in
January 1999. Dr. Totten is a medical doctor and has wide experience in the
pharmaceutical industry covering all phases of drug development. He has
substantial experience in the field of CNS disorders. His last position was Vice
President of Clinical Research & Development with Astra Charnwood where he
served from 1995 to 1997, having previously worked for Fisons Pharmaceuticals
from 1989 to 1995, and prior to that with 3M Health Care and Eli Lilly.
DR. BARRY PRICE, 56, joined the Board on January 24, 1996 having spent
28 years with Glaxo holding a succession of key executive positions with Glaxo
Group Research. He is a non-executive Director of Celltech Chiroscience plc and
Chairman of Antisoma plc. Dr. Price is Chairman of the Remuneration Committee.
3
<PAGE>
DR. BERNARD CANAVAN, 64, joined the Board as a non-executive Director in
March 1999. Dr. Canavan is a medical doctor. He was employed by American Home
Products for over 25 years until he retired in January 1994. He was President of
that corporation from 1990 to 1994. Dr. Canavan is Chairman of the Audit
Committee.
DR. ZOLA HOROVITZ, 65, has served as a non-executive Director since
December 1999. Dr. Horovitz has been self-employed as a consultant in the
biotechnology and pharmaceutical industries since 1994. Previously he held
various positions at Squibb Corporation and its successor corporation,
Bristol-Myers Squibb & Co., including that of Vice President, Business
Development and Planning.
RONALD NORDMANN, 58, joined as a non-executive director in December 1999 and
has been a financial analyst in healthcare equities since 1971. From
September 1994 until January 2000, he was a portfolio manager and partner at
Deerfield Management.
JOSEPH SMITH, 61, has served as a non-executive director since
December 1999. From 1989 to 1997, Mr. Smith served in various positions at
Warner-Lambert Company, including President of Park-Davis Pharmaceuticals and
President of the Shaving Products Division (Schick and Wilkinson Sword).
JOHN SPITZNAGEL, 58, joined the Board in December 1999 following service as
President and Chief Executive Officer of Roberts since September 1997. He was
Executive Vice President-Worldwide Sales and Marketing from March 1996 to
September 1997, having served as President of Reed and Carnick Pharmaceuticals
from September 1990 until July 1995.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file initial reports of ownership and changes in
ownership with the SEC and to furnish copies of these reports to the Company. We
were a foreign private issuer for reporting purposes in 1999. As a result, our
executive officers, directors and persons who own more than 10% of our equity
securities were not required to file such reports with the SEC.
4
<PAGE>
ITEM 11: EXECUTIVE COMPENSATION
The following table sets forth, for 1999, 1998 and 1997, the compensation of
the executive officers of the Company and the former Chief Financial Officer who
left the Company during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
--------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ----------------- -------- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Rolf Stahel...................... 1999 $486,000 $195,000 -- -- $69,000(1)
Chief Executive 1998 $405,000 $191,000 -- -- $60,000
1997 $277,000 $ 37,000 -- -- $42,000
Angus Russell(2)................. 1999 $ 17,000 -- -- -- $ 2,000(3)
Chief Financial Officer
Wilson Totten(4)................. 1999 $230,000 $ 92,000 -- -- $39,000(5)
Group Research and Development
Officer
Stephen Stamp (6)................ 1999 $261,000 $105,000 -- -- $41,000(7)
Former Chief Financial Officer 1998 $236,000 $113,000 -- -- $38,000
1997 $172,000 $ 16,000 -- -- $16,000
</TABLE>
- ------------------------
(1) Mr. Stahel's other compensation consists of Company pension contributions
and other benefits provided.
(2) Mr. Russell commenced serving the Company as an executive officer on
December 13, 1999.
(3) Mr. Russell's other compensation consists of Company pension contributions.
(4) Mr. Totten commenced serving the Company as an executive officer on
January 1, 1999.
(5) Mr. Totten's other compensation consists of Company pension contributions.
(6) Mr. Stamp resigned as Chief Financial Officer of the Company on
December 13, 1999
(7) Mr. Stamp's other compensation consisted of Company pension contributions
and other benefits provided.
5
<PAGE>
The following table sets forth information with respect to grants of stock
options to each of the executive officers during the year ended December 31,
1999.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENTAGE OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME GRANTED FISCAL 1999 PER SHARE DATE 5% 10%
- ---- ---------- ------------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Rolf Stahel.............. -- -- -- -- -- --
Angus Russell............ 4,181 * 11.645(2) 12/12/09 18,000 57,000
45,819 * 11.645(2) 12/12/06 96,000 337,000
Wilson Totten............ 25,000 * 7.616(3) 05/11/06 144,000 261,000
Stephen Stamp............ -- -- -- -- -- --
</TABLE>
- ------------------------
*Less than 1%.
(1) The potential realizable value uses the hypothetical rates specified by the
Securities and Exchange Commission and is not intended to forecast future
appreciation, if any, of the Company's stock price. The Company did not use
an alternative formula for this valuation as the Company is not aware of any
formula which will determine with reasonable accuracy a present value based
on future unknown or volatile factors. In fact, the Company disavows the
ability of this or any other valuation model to predict or estimate the
Company's future stock price or to place a reasonably accurate present value
on the stock options because all models depend on assumptions about the
stock's future price movement, which is unknown. The value indicated is a
net amount, as the aggregate exercise price, translated at the rate of
exchange in place at December 31, 1999, has been deducted from the final
appreciated value.
(2) The exercise price was L7.175 per share, and has been translated at the rate
of exchange in place at the date of grant.
(3) The exercise price was L4.705 per share, and has been translated at the rate
of exchange in place at the date of grant.
The following table sets forth information with respect to each of the
executive officers concerning the value of all exercised and unexercised stock
options of such individuals at December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Rolf Stahel................... 440,000 3,013,000(1) 882,856 91,775 5,724,00 416,000
Angus Russell................. -- -- -- 50,000 -- --(4)
Wilson Totten................. -- -- -- 175,000 -- 691,000
Stephen Stamp................. 160,000 1,088,000(2) 474,284 -- 3,596,000 --
</TABLE>
- ------------------------
(1) The value realized by Mr. Stahel on exercise of share options on May 11,
1999 was L1,865,000, which has been translated at the rate of exchange in
place at the date of exercise.
6
<PAGE>
(2) The value realized by Mr. Stamp on exercise of share options on April 6,
1999 and May 11, 1999 was L674,000, which has been translated at the rate of
exchange in place at the applicable date.
(3) The value of unexercised In-the-Money options is a net amount, as the
aggregate exercise price, translated at the rate of exchange in place at
December 31, 1999, has been deducted from the unexercised value.
(4) The Company's stock price at December 31, 1999 was lower than the exercise
price of Mr. Russell's stock options at that date.
EMPLOYMENT AGREEMENTS
The Company entered into an employment contract with Rolf Stahel on
October 21, 1996 which is terminable by either party on the giving of
12 months' notice. In connection with such agreement Mr. Stahel was paid a
salary of $486,000 for the year ended December 31, 1999 and is entitled to a
discretionary bonus of up to 55% of such salary as determined by the
Remuneration Committee on a yearly basis.
The Company entered into an employment contract with Angus Russell on
October 29, 1999 which is terminable by either party on the giving of
12 months' notice. In connection with such agreement Mr. Russell was paid a
salary of $17,000 for the year ended December 31, 1999 and is entitled to a
discretionary bonus of up to 50% of such salary as determined by the
Remuneration Committee on a yearly basis. Mr. Russell commenced his employment
with the Company on December 13, 1999.
The Company entered into an employment contract with Wilson Totten on
December 30, 1998 which is terminable by either party on the giving of
12 months' notice. In connection with such agreement Mr. Totten was paid a
salary of $230,000 for the year ended December 31, 1999 and is entitled to a
discretionary bonus of up to 50% of such salary as determined by the
Remuneration Committee on a yearly basis.
REPORT OF THE REMUNERATION COMMITTEE ON EXECUTIVE COMPENSATION
REMUNERATION POLICY
The Remuneration Committee's policy on the remuneration of executive
officers is directed at the retention and motivation of executive officers by
ensuring that their remuneration is competitive with companies within the sector
of emerging pharmaceutical companies, taking into account the interests of the
shareholders.
In developing remuneration policy and fixing remuneration, consideration is
given to the salary data of directors of comparable companies of a similar size
in industry generally and, more specifically, in the emerging pharmaceuticals
sector. The Chief Executive also advises the Remuneration Committee on other
executive remuneration and on individual performance. External agencies are also
used to advise on levels of remuneration as appropriate. No Director is involved
in determining his own remuneration. The procedures and criteria for determining
remuneration policy are regularly reviewed by the Remuneration Committee.
ANNUAL BONUSES
The annual bonuses payable to executive officers are established on the
basis of objectives for the Company and personal objectives. They include
measurable and quantitative criteria related to financial performance. For the
year ended December 31, 1999, these included revenue and earnings targets. The
maximum annual bonus for each executive officer for the year ended December 31,
1999, is 40% of salary.
7
<PAGE>
SHARE OPTIONS
Share options are granted to executive officers as an incentive. The grant
of options is wholly discretionary. In granting share options, the Remuneration
Committee takes into account the advice and recommendations of the Chief
Executive and individual salary levels and positions within the Company.
RETIREMENT BENEFITS
The Company contributes 10% of salary to the personal pension of the
executive officers.
FEES FOR NON-EXECUTIVE DIRECTORS
The remuneration of each of the non-executive directors was determined by
the Board. Dr. Cavanaugh has waived his right to receive his remuneration of
L20,000 (approximately $33,000) for 1999.
LONG-TERM INCENTIVE PLAN
The Long-Term Incentive Plan was adopted at the general meeting on June 30,
1998. Under this plan, the Company may at any time, with the approval of the
Remuneration Committee, grant, or request that trustees grant, an award to any
full-time employee of any member of the Company.
An award may be made to any full-time employee (including a Director who is
also such an employee) of the Company on the terms set out in the plan and upon
such other terms as the Board (or a committee appointed by the Board) may
specify, provided that no award may be granted to an employee who is within two
years of his or her contractual retirement age.
Barry Price
James Cavanaugh
Bernard Canavan
REMUNERATION COMMITTEE INTERLOCKS, INSIDER PARTICIPATION
AND CERTAIN TRANSACTIONS
The members of the Remuneration Committee in 1999 were Dr. Barry Price,
Dr. James Cavanaugh and Dr. Bernard Canavan, none of which has at any time been
an executive officer of the Company. There were no Remuneration Committee
interlocks or insider participation in compensation decisions in 1999.
8
<PAGE>
PERFORMANCE GRAPH
The following graph compares the performance of the Company's Ordinary
Shares to the S&P 500 Index and the Nasdaq Biotechnology Index for the dates
indicated.
PERFORMANCE GRAPH APPEARS HERE
Comparison of Cumulative Total Return of $100 invested on February 14,
1996(1) in Shire Ordinary Shares, the S&P 500 Index and the Nasdaq Biotechnology
Index.
<TABLE>
<CAPTION>
12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Shire...................................................... $136 $164 $221 $353
S&P 500 Index.............................................. $113 $148 $188 $224
Nasdaq Biotechology Index.................................. $ 94 $ 94 $136 $274
</TABLE>
- ------------------------
(1) The Company's Ordinary Shares began trading on the London Stock Exchange on
February 15, 1996.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Set forth in the following table is the beneficial ownership of Ordinary
Shares as of April 1, 2000 for (i) each person (or group of affiliated persons)
known to the Company to be the beneficial owner of more than 5% of Ordinary
Shares, (ii) all Directors, (iii) each of the Company's executive officers,
including the Company's Chief Executive Officer and (iv) all Directors and
executive officers as a group. Except as indicated by the notes to the following
table, the holders listed below have sole voting power and investment power over
the shares beneficially held by them. The address of each of the Company's
Directors and executive officers is that of the Company.
<TABLE>
<CAPTION>
NUMBER OF ORDINARY PERCENT OF
SHARES OUTSTANDING
NAME BENEFICIALLY OWNED(1) SHARES
- ---- --------------------- -----------
<S> <C> <C>
Yamanouchi Group Holding, Inc.(2)........................... 15,791,706 6.5%
4747 Willow Road
Pleasanton, California 94588-2740
James Cavanaugh(3).......................................... 12,244,810 4.9
Rolf Stahel................................................. 896,683 *
Angus Russell............................................... -- *
Wilson Totten............................................... -- *
Barry Price................................................. 31,350 *
Bernard Canavan............................................. 3,000 *
Zola Horovitz............................................... 186,898 *
Ronald Nordmann............................................. 140,808 *
Joseph Smith................................................ 203,320 *
John Spitznagel............................................. 1,365,803 *
All Directors and Executive Officers as a Group............. 15,072,672 5.9%
</TABLE>
- ------------------------
*Less than 1%
(1) For purposes of this table, a person or a group of persons is deemed to have
"beneficial ownership" as of a given date of any shares which that person
has the right to acquire within 60 days after that date. For purposes of
computing the percentage of outstanding shares held by each person or a
group of persons named above on a given date, any shares which that person
or persons has the right to acquire within 60 days after that date are
deemed to be outstanding, but
9
<PAGE>
are not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Based solely on information disclosed in the Schedule 13G filed by
Yamanouchi Group Holding, Inc. on January 6, 2000.
(3) Dr. Cavanaugh is the President of HealthCare Ventures LLC, a management
company for a number of limited partnerships which have interests in
12,244,810 ordinary shares. Dr. Cavanaugh is also a general partner in these
limited partnerships.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1999 the Group divested its Indianapolis manufacturing plant and
30 non-strategic products to Integrity Pharmaceutical Corporation for a total
consideration of $1.5 million, together with a royalty on net sales of products
over a ten year period. Roger Griggs, who resigned as a Director on
December 31, 1998, was at the time of the sale, a controlling shareholder of
Integrity Pharmaceutical Corporation.
In April 1999 Roberts Pharmaceutical Corporation made a loan in the sum of
$283,000 to Mr. Spitznagel. The loan is unsecured and bears interest at the rate
of 4.15%, per annum. 10% of the principal outstanding plus accrued interest is
repayable on each of the first four anniversaries of the loan and the balance of
principal plus accrued interest is repayable on the fifth anniversary of the
loan. Mr. Spitznagel repaid the full outstanding balance of the loan on
March 29, 2000.
Mr. Spitznagel entered into a consultancy agreement with the Company in
December 1999, which provided that:
i. if he has good reason, as defined in his service agreement with Roberts,
to terminate his employment with Roberts under his service agreement, that the
Company will cause Roberts to provide him with the payments and benefits he is
entitled to upon a 'good reason' termination;
ii. Mr. Spitznagel would provide consulting services to the Company for at
least 42 months following the merger with Roberts, unless Mr. Spitznagel
terminates the consultancy agreement prior to the end of the 42nd month upon
30 days notice; and
iii. the Company would pay Mr. Spitznagel at the rate of $400,000 per annum
for his consulting services, $150,000 per annum as an office holder, $250,000
per annum to comply with certain restrictive covenants contained therein and
$150,000 per annum for tax, financial and estate planning advice, life insurance
and health insurance.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities and
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
<TABLE>
<S> <C> <C>
SHIRE PHARMACEUTICALS GROUP PLC
(Registrant)
By: /s/ ROLF STAHEL
-----------------------------------------
Rolf Stahel
Date: May 1, 2000 CHIEF EXECUTIVE
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JAMES HENRY CAVANAUGH Non-executive Chairman
------------------------------------------- May 1, 2000
James Henry Cavanaugh
/s/ ROLF STAHEL Chief Executive
------------------------------------------- May 1, 2000
Rolf Stahel
/s/ ANGUS CHARLES RUSSELL Group Finance Director
------------------------------------------- May 1, 2000
Angus Charles Russell
/s/ JOSEPH WILSON TOTTEN Group Research and Development
------------------------------------------- Director May 1, 2000
Joseph Wilson Totten
/s/ BARRY JOHN PRICE Senior Non-executive Director
------------------------------------------- May 1, 2000
Barry John Price
/s/ BERNARD CANAVAN Non-executive Director
------------------------------------------- May 1, 2000
Bernard Canavan
/s/ ZOLA PHILIP HOROVITZ Non-executive Director
------------------------------------------- May 1, 2000
Zola Philip Horovitz
/s/ RONALD MAURICE NORDMANN Non-executive Director
------------------------------------------- May 1, 2000
Ronald Maurice Nordmann
/s/ JOSEPH EDWARD SMITH Non-executive Director
------------------------------------------- May 1, 2000
Joseph Edward Smith
/s/ JOHN TETJE SPITZNAGEL Non-executive Director
------------------------------------------- May 1, 2000
John Tetje Spitznagel
</TABLE>
11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------
<C> <S>
*3.1 Memorandum and Articles of Association of Shire
*4.1 Form of Deposit Agreement among Shire, Morgan Guaranty Trust
Company of New York and Holders from time to time of Shire's
ADSs
*4.2 Form of Ordinary Share certificate
*4.3 Form of ADR certificate (included within Exhibit 4.1)
*+10.1 License Agreement between Shire and Nycomed Pharma AS dated
January 14, 1987, as amended
*10.2 License Agreement between Shire and Nycomed Pharma AS dated
May 25, 1992
*+10.3 Agreement by and between Shire and Nycomed Pharma AS dated
September 27, 1993
*+10.4 Trademark License Agreement between Shire and Nycomed Pharma
AS dated October 23, 1995
*+10.5 License Agreement between Shire and Novartis Parma A.G.
dated as of August 31, 1995
*+10.6 Agreement between Shire and MacFarlan Smith Limited dated
June 16, 1997
*+10.7 Extraction Agreement between Shire and MacFarlan Smith
Limited dated June 16, 1997
*+10.8 License Agreement between Shire and Johnson Matthey plc
dated February 2, 1996
*+10.9 License Agreement between Shire, Johnson Matthey plc and
Anormed Inc. dated as of December 15, 1997
*+10.10 License Agreement between Shire and Johnson Matthey plc
dated December 15, 1997
*+10.11 License Agreement between Shire and Synaptech Inc. dated
November 30, 1995
*+10.12 Agreement between Shire and Janssen Pharmaceutica N.V. dated
November 30, 1995
*+10.13 Global Co-Development, Know-how and Supply Agreement between
Shire and Janssen Pharmaceutica N.V. dated November 30, 1995
*+10.14 Pharmaceutical Formulation License Agreement between Shire
and Hyal Pharmaceutical Corporation dated as of March 1,
1995
*+10.15 Development and License Agreement between Shire and
NeuroSearch A/S dated February 5, 1998
*10.16 Agreement and Plan of Merger among Shire and Richwood
Pharmaceutical Company, Inc. dated as of August 1, 1997
*10.17 SHL Scheme
*10.18 SPC Scheme
*10.19 Executive Scheme
*10.20 Sharesave Scheme
*10.21 Employee Stock Purchase Plan
</TABLE>
E-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ------------------------------------------------------------
<C> <S>
*10.22 Asset Purchase Agreement among Shire, Shire Supplies U.S.
LLC, Arenol Corporation, Richard Vorisek and Robert Jaeder
dated as of March 5, 1999
***+10.23 Amendment Agreement to Global Co-Development, Know-How and
Supply Agreement between Shire and Janssen Pharmaceutica
N.V. dated July 22, 1999
***10.24 Agreement and Plan of Merger by and among Shire
Pharmaceuticals Group plc, Ruby Acquisition Sub Inc. and
Roberts Pharmaceutical Corporation dated as of July 26, 1999
***10.25 Share Purchase Agreement among Fuisz International Limited,
Fuisz Technologies Ltd. and Shire Holdings Europe Limited
dated October 22, 1999
***10.26 Amended and Restated Credit Agreement among Shire, its
subsidiaries, various financial institutions and DLJ Capital
Funding, Inc. as administrative agent and syndication agent
dated as of November 19, 1999
***21.1 List of subsidiaries
23.1 Consent of Arthur Andersen Chartered Accountants
23.2 Consent of Ernst & Young LLP
23.3 Consent of PricewaterhouseCoopers LLP
27.1 Financial Data Schedule
</TABLE>
- ------------------------
* Incorporated by reference to the exhibits to Shire's Registration Statement
on Form F-1 (No. 333-8394).
** Incorporated by reference to Shire's Form 6-K filed on July 26, 1999.
*** Incorporated by reference to Shire's Registration Statement on Form F-4
(No. 333-90947)
+ Portions of this document, for which Shire has been granted confidential
treatment, have been redacted and filed separately with the Securities and
Exchange Commission.
E-2
