PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 20, 2000)
5,263,902 ADSs Each Representing
Three Ordinary Shares
SHIRE PHARMACEUTICALS GROUP PLC
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5,263,902 American Depositary Shares ("ADSs") each representing three
ordinary shares, nominal value 5p per share, of Shire Pharmaceuticals Group plc,
a public limited company incorporated under the laws of England and Wales, are
being offered by this prospectus supplement. The ADSs will be sold by Yamanouchi
Group Holdings, Inc. ("Yamanouchi"). We will not receive any proceeds from the
sale of the ADSs.
Our ordinary shares are listed and trade on the London Stock Exchange
Limited plc under the symbol "SHP.L" The ADSs are evidenced by American
Depositary Receipts ("ADRs") and are listed and trade on The Nasdaq National
Market under the symbol "SHPGY." On September 25, 2000, the reported closing
middle market quotation for our ordinary shares as derived from the London Stock
Exchange's Daily Official List was (pound)13.05, equivalent to a price of $56.87
per ADS translated at the exchange rate of (pound)1.00 = $1.4526 as published on
such date. On September 25, 2000, the reported closing price of our ADSs as
reported on The Nasdaq National Market was $52.5625 per ADS.
The underwriter will purchase all of the ADSs from Yamanouchi at a price of
$48.375 per ADS. Yamanouchi will receive all of the net proceeds (after
expenses) of such sale. We will not receive any of the proceeds from the sale.
The underwriter may offer the ADSs in transactions in the over-the-counter
market or through negotiated transactions at market prices or at negotiated
prices. See "Underwriting."
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Investing in the ADSs involves certain risks. See "Risk Factors" beginning
on page 2 in the accompanying prospectus.
This offering is being underwritten by Bear, Stearns & Co. Inc. on a firm
commitment basis, which means that it must purchase all of the ADSs if any are
purchased. The underwriter's purchase of the ADSs is subject to a number of
conditions. Delivery of the ADSs is expected in New York, New York on or about
September 29, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
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Bear, Stearns & Co. Inc.
The date of this prospectus supplement is September 26, 2000
<PAGE>
TABLE OF CONTENTS
Page
PROSPECTUS SUPPLEMENT
FORWARD-LOOKING STATEMENTS..................................................S-2
THE COMPANY.................................................................S-3
RISK FACTORS................................................................S-3
USE OF PROCEEDS.............................................................S-3
UNDERWRITING................................................................S-4
LEGAL MATTERS...............................................................S-5
EXPERTS.....................................................................S-5
PROSPECTUS
THE COMPANY...................................................................1
RISK FACTORS..................................................................2
USE OF PROCEEDS...............................................................3
SELLING SHAREHOLDERS..........................................................4
PLAN OF DISTRIBUTION..........................................................5
INCORPORATION OF DOCUMENTS BY REFERENCE; ADDITIONAL INFORMATION...............6
LEGAL MATTERS.................................................................6
EXPERTS.......................................................................6
THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.......................................................7
INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................7
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FORWARD-LOOKING STATEMENTS
Statements included herein which are not historical facts are forward
looking statements. The forward looking statements involve a number of risks and
uncertainties and are subject to change at any time. In the event such risks or
uncertainties materialize, our results could be materially affected. The risks
and uncertainties include, but are not limited to, risks associated with the
inherent uncertainty of pharmaceutical regulation and approval, product
liability litigation and other risks and uncertainties detailed from time to
time in our filings with the Commission including the annual report on Form 10-K
for the year ended December 31, 1999.
S-2
<PAGE>
THE COMPANY
We are an international specialty pharmaceutical company with a strategic
focus on four therapeutic areas: central nervous system disorders, metabolic
diseases, cancer and gastrointestinal disorders. We operate and manage our
business in three geographic areas: the United States, Europe and the rest of
the world. Within these geographical segments, revenues are derived from three
sources: sales of products by our own sales and marketing operations, licensing
and development fees, and royalties. Sales and marketing operations are
principally in the United States, the United Kingdom, Ireland and Canada. We
have expanded our business both organically and through acquisitions, including
a merger with Roberts Pharmaceutical Corporation in December 1999.
We are a public limited company incorporated under the laws of England and
Wales. Our principal executive offices are located in East Anton, Andover,
Hampshire SP10 5RG, England and our telephone number is (44) 1264-333455.
RISK FACTORS
In analyzing an investment in any offered securities, you should carefully
consider all the information in this prospectus supplement and the accompanying
prospectus. In particular, you should evaluate the specific risk factors set
forth under "Risk Factors," beginning on page 2 of the accompanying prospectus.
USE OF PROCEEDS
Yamanouchi will receive all net proceeds from the sale of the ADSs to the
underwriter. We will not receive any proceeds from the sale of the ADSs.
S-3
<PAGE>
UNDERWRITING
We, Yamanouchi and Bear, Stearns & Co. Inc., as the underwriter for the
offering, have entered into an underwriting agreement with respect to the ADSs
being offered by this prospectus supplement. Yamanouchi is selling all of the
ADSs being offered by this prospectus supplement. Subject to conditions,
Yamanouchi has agreed to sell to the underwriter, and the underwriter has agreed
to purchase from Yamanouchi, the 5,263,902 ADSs, representing 15,791,706
ordinary shares, offered hereby at a price of $48.375 per ADS.
The underwriting agreement provides that the obligations of the underwriter
are subject to approval of various legal matters by its counsel and to various
other conditions, including delivery of legal opinions by our counsel and by
Yamanouchi's counsel, the delivery of a letter by our independent auditors and
the accuracy of the representations and warranties made by us and by Yamanouchi
in the underwriting agreement. Under the terms and conditions of the
underwriting agreement, the underwriter is committed to take and pay for all of
the ADSs offered hereby, if any are taken.
The underwriter proposes to offer the ADSs from time to time for sale in
one or more transactions in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time of the sale,
at prices related to prevailing market prices or at negotiated prices, which
prices may vary, subject to receipt and acceptance by it and subject to its
right to reject any order in whole or in part. In connection with the sale of
the ADSs offered hereby, the underwriter may be deemed to have received
compensation in the form of underwriting discounts. The underwriter may effect
such transactions by selling the ADSs offered hereby to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriter and/or purchasers of the ADSs for whom they may
act as agents or to whom they may sell as principal.
Yamanouchi has agreed with the underwriter not to offer, sell or otherwise
dispose of or contract to dispose of any of our ordinary shares or securities
convertible into or exchangeable for ordinary shares or exercise any rights to
require registration of ordinary shares for a period ending 60 days from the
date of this prospectus supplement without the prior written consent of the
underwriter.
In connection with this offering, we and our officers and directors have
agreed with the underwriter not to offer, sell or otherwise dispose of or
contract to dispose of any of our ordinary shares or other securities
convertible into or exchangeable for ordinary shares or exercise any rights to
require registration of ordinary shares for a period ending 60 days from the
date of this prospectus supplement without the prior written consent of the
underwriter. The foregoing agreement by us does not apply to (1) our issuance of
ordinary shares pursuant to the exercise of options outstanding under our
employee benefit plans on the date hereof, (2) our issuance of ordinary shares
pursuant to the conversion of the loan note held by Arenol Corporation having a
principal amount of $2,800,000, or (3) the sale by one of our directors of up to
255,500 ordinary shares (or ADSs representing such ordinary shares) during the
five-day period following the date hereof, to which the underwriter has
consented.
We estimate that our total expenses for the offering will be approximately
$100,000. Yamanouchi has agreed to reimburse us for expenses of our outside
legal counsel, our accountants and the depositary up to $100,000. Yamanouchi has
also agreed to pay any filing fees payable to the National Association of
Securities Dealers, Inc.
We and Yamanouchi have agreed to indemnify the underwriter against certain
liabilities, including liabilities under the Securities Act of 1933.
The underwriter has provided us with investment banking and other financial
services from time to time and may provide us similar services in the future. In
the ordinary course of business, the underwriter may actively trade our
securities for its own account or for accounts of customers and, accordingly, it
may at any time hold long or short positions in those securities.
S-4
<PAGE>
LEGAL MATTERS
The validity of the ordinary shares represented by the ADSs offered under
this prospectus supplement will be passed upon for Shire by Slaughter and May,
London, England, English counsel to Shire.
EXPERTS
The consolidated financial statements incorporated by reference in the
accompanying prospectus have been audited by Arthur Andersen, Ernst & Young LLP
and PricewaterhouseCoopers LLP as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of such
firms as experts in auditing and accounting in giving said reports.
S-5
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
<PAGE>
SUBJECT TO COMPLETION, DATED June 20, 2000
PROSPECTUS
Shire Pharmaceuticals Group plc
21,214,628 Ordinary Shares
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21,214,628 ordinary shares, nominal value 5p per ordinary share, of Shire
Pharmaceuticals Group plc, a public limited company incorporated under the laws
of England and Wales, are being offered by this prospectus. The ordinary shares
will be sold from time to time by the selling shareholders named in this
prospectus. We will not receive any proceeds from the sale of the ordinary
shares.
The ordinary shares are listed and trade on the London Stock Exchange
Limited under the symbol "SHP.L" Three ordinary shares are represented by one
American Depositary Share (an "ADS"). The ADSs are evidenced by American
Depositary Receipts ("ADRs") and are listed and trade on The Nasdaq National
Market under the symbol "SHPGY." On June 14, 2000, the reported closing middle
market quotation for the ordinary shares as derived from the London Stock
Exchange's Daily Official List was (pound)10.06, equivalent to a price of $45.38
per ADS translated at the exchange rate of (pound)1.00 = $1.5038 as published on
such date. On June 14, 2000 the reported closing price of our ADSs as reported
on The Nasdaq National Market was $45.125 per ADS.
--------------------
The selling shareholders will pay any expenses incurred by them for
brokerage, accounting, tax or legal services or any other expenses incurred by
the selling shareholders in disposing of the ordinary shares. We will bear all
other costs, fees and expenses incurred in effecting the registration of the
ordinary shares covered by this prospectus, including, without limitation, all
registration and filing fees, London Stock Exchange listing fees and expenses of
our counsel and our accountants.
See "Risk Factors" starting on page 2 for a discussion of the risks
involved with investing in our ordinary shares.
--------------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is June 20, 2000.
<PAGE>
ABOUT THIS PROSPECTUS
You should read this prospectus together with the additional information
described under the heading "Where You Can Find More Information."
TABLE OF CONTENTS
Page
THE COMPANY..................................................................1
RISK FACTORS.................................................................2
USE OF PROCEEDS..............................................................3
SELLING SHAREHOLDERS.........................................................4
PLAN OF DISTRIBUTION.........................................................5
INCORPORATION OF DOCUMENTS BY REFERENCE; ADDITIONAL INFORMATION..............6
LEGAL MATTERS................................................................6
EXPERTS......................................................................6
THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995..............................................7
INDEMNIFICATION OF DIRECTORS AND OFFICERS....................................7
-i-
<PAGE>
THE COMPANY
We are an international specialty pharmaceutical company with a strategic
focus on four therapeutic areas: central nervous system disorders, metabolic
diseases, cancer and gastrointestinal disorders. We operate and manage our
business in three geographic areas: the United States, Europe and the rest of
the world. Within these geographical segments, revenues are derived from three
sources: sales of products by our own sales and marketing operations, licensing
and development fees, and royalties. Sales and marketing operations are
principally in the United States, the United Kingdom, Ireland and Canada. We
have expanded our business both organically and through acquisitions, including
a merger with Roberts Pharmaceutical Corporation in December 1999.
We are a public limited company organized under the laws of England and
Wales. Our principal executive offices are located in East Anton, Andover,
Hampshire SP10 5RG, England and our telephone number is (44) 1-264-33345.
-1-
<PAGE>
RISK FACTORS
An investment in the ordinary shares offered hereby involves a high degree
of risk. In addition to the other information contained in this prospectus,
prospective investors should carefully consider the following risk factors in
evaluating Shire and its business before purchasing any of the ordinary shares
offered hereby. In addition, see page 16 of our Form 10-K for the year ending
December 31, 1999 that we incorporate in this prospectus by reference.
The trading price of our ordinary shares is volatile. The trading price of
our ordinary shares could be subject to wide fluctuations in response to
quarter-to-quarter variations in our operating results, developments or disputes
concerning intellectual property rights, technological innovations or new
products, government regulatory action, general conditions in the pharmaceutical
industry, increased price competition, changes in earnings estimates by analysts
or other events or factors, many of which are beyond our control. In addition,
the stock market has experienced extreme price and volume fluctuations.
We do not intend to pay cash dividends for the foreseeable future. We have
never paid cash dividends on our ordinary shares. We do not intend to pay cash
dividends in the foreseeable future. Our credit facility contains various
financial covenants which restrict, among other things, our ability to pay cash
dividends.
We are named as a defendant in a large number of lawsuits involving
phentermine and may incur significant liability if we lose one or more of these
suits. As of April, 2000, we were a defendant in approximately 3,600 lawsuits,
in both federal and state courts, which seek damages for, among other things,
personal injury arising from phentermine products supplied for the treatment of
obesity by us and several other pharmaceutical companies. We have been sued as a
manufacturer and distributor of phentermine, an anorectic used in the short-term
treatment of obesity and one of the products addressed by the lawsuits. If we
are found liable in some or all of these lawsuits for damages in excess of our
assets, we would be required to consider reorganizing and seeking protection in
bankruptcy or initiating insolvency proceedings. The suits relate to phentermine
either alone or together with fenfluramine or dexfenfluramine. In 136 of these
suits, the plaintiffs have specifically alleged in the complaint or subsequent
discovery that they used Oby-Cap or Oby-Trim, phentermine products produced by
us. The lawsuits generally allege the following claims:
o the defendants marketed phentermine and the other products for the
treatment of obesity and misled users about the products and the
dangers associated with them;
o the defendants failed to adequately test phentermine individually and
when taken in combination with the other drugs; and
o the defendants knew or should have known about the negative effects of
the drug and should have informed the public about such risks and/or
failed to provide appropriate warning labels.
We became involved with phentermine through the acquisition of certain
assets of Rexar Pharmaceutical Corp. in January 1994. In addition to liability
as a result of its own production of Oby-Cap, plaintiffs may seek to impose
liability on us as a successor to Rexar. Class certification has been sought for
certain of the claims made against us and the other defendants. In addition,
pending federal lawsuits have been consolidated as a multidistrict litigation in
the Eastern District of Pennsylvania.
We intend to vigorously defend all lawsuits and pursue all available
reasonable defenses. Legal expenses have thus far been paid by the insurers of
our supplier, Eon Labs Manufacturing Inc. Through approximately March 2000, Eon
and its distributors, including us, had exhausted approximately $39 million in
insurance proceeds defending the lawsuits. As of March 2000, additional
insurance was available to us and the other Eon distributors
-2-
<PAGE>
through Eon's carriers in the amount of approximately $12 million in the
aggregate. In addition, we have our own insurance up to a maximum of $3 million
for lawsuits filed in the period to April 28, 1998, an unlimited indemnity given
by Eon and a limited indemnity from the former shareholders of Shire Richwood
Inc. ("SRI") given at the time of our acquisition of SRI. We have already spent
a substantial amount of resources in managing these lawsuits and will continue
to do so.
Through April 2000, we were named as a defendant in approximately 3,600
lawsuits and had been dismissed from approximately 500 of these cases. There are
approximately 2,400 additional cases pending dismissal as of April 25, 2000. In
only 136 cases pending was it alleged in the complaint or subsequent discovery
that the plaintiff had used our particular product and we have been dismissed
from 30 of these cases as well.
USE OF PROCEEDS
The selling shareholders who offer and sell their ordinary shares will
receive all net proceeds from the sale of the ordinary shares. We will not
receive any proceeds from the sale of the ordinary shares.
-3-
<PAGE>
SELLING SHAREHOLDERS
We have agreed to register 21,214,628 ordinary shares owned by the selling
shareholders. These ordinary shares were acquired by Robert A. Vukovich and
Yamanouchi Group Holdings, Inc. in connection with the merger of Shire and
Roberts Pharmaceutical Corporation in December of 1999. The ordinary shares held
by the selling shareholders are being registered to permit public resale of
these ordinary shares. See "Plan of Distribution."
The following table includes (i) the identity of each selling shareholder;
(ii) the amount of ordinary shares owned by the selling shareholder before the
offering, (iii) the amount of ordinary shares each selling shareholder is
offering for its account and (iv) the amount and, if one percent or more, the
percentage of each selling shareholder will own after completion of the
offering, assuming all ordinary shares covered by this prospectus are sold.
Beneficial ownership is determined in accordance with the rules of the SEC,
and includes voting or investment power with respect to ordinary shares. Unless
otherwise indicated below, to our knowledge, the selling shareholders have sole
voting and investment power with respect to their respective ordinary shares,
except to the extent authority is shared by spouses under applicable law. The
inclusion of any ordinary shares in this table does not constitute an admission
of beneficial ownership for the person named below.
<TABLE>
<CAPTION>
Number of Percent of
Number of Ordinary Ordinary Ordinary
Shares Number of Shares Shares
Beneficially Ordinary Beneficially Beneficially
Name of Selling Owned Prior to Shares Offered Owned After Owned After
Shareholder Offering Hereby Offering (1) Offering (1)
--------------- ------------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Robert A. Vukovich (2) 7,385,742 5,422,922 1,962,820 *
Yamanouchi Group Holdings, Inc.(3) 15,791,706 15,791,706 0 0
</TABLE>
(1) Assumes the sale of all ordinary shares offered by this prospectus.
(2) Includes ordinary shares held in the form of ADS and ordinary shares
issuable upon the exercise of options.
(3) All ordinary shares are held in the form of ADSs.
* Less than 1%.
-4-
<PAGE>
PLAN OF DISTRIBUTION
We are registering the ordinary shares on behalf of the selling
shareholders. As used in this prospectus, the term "selling shareholders"
includes donees, pledgees, transfers or other successors-in-interest selling
shares received from a selling shareholder as a gift, pledge, partnership
distribution or other non-sale related transfer after the date of this
prospectus. All costs, expenses and fees in connection with the registration of
the ordinary shares offered under this prospectus will be borne by us. Brokerage
commissions and similar selling expenses, if any, attributable to the sale of
ordinary shares will be borne by selling shareholders. Sales of ordinary shares
may be effected by the selling shareholders from time to time in one or more
types of transactions (which may include block transactions) on the London Stock
Exchange, in the over-the-counter market, in negotiated transactions, through
put or call options transactions relating to the ordinary shares, through short
sales of ordinary shares, or a combination of such methods of sale, at market
prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers. In addition to the
foregoing types of transactions, the selling shareholders may effect sales of
ADSs in the Nasdaq National Market. The selling shareholders have advised us
that they have not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their securities,
nor is there an underwriter or coordinating broker acting in connection with the
proposed sale of ordinary shares by the selling shareholders.
The selling shareholders may effect such transactions by selling ordinary
shares directly to purchasers or to or through broker-dealers, which may act as
agents or principals. Such broker-dealers may receive compensation in the form
of discounts, concessions, or commissions from the selling shareholder and/or
the purchasers of ordinary shares for whom such broker-dealers may act as agents
or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
The selling shareholders and any broker-dealers that act in connection with
the sale of ordinary shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
such broker-dealers and any profit on the resale of the ordinary shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the ordinary shares against certain liabilities, including
liabilities arising under the Securities Act.
Because selling shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling shareholders may be
subject to the prospectus delivery requirements of the Securities Act.
The selling shareholders also may resell all or a portion of the ordinary
shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of such Rule.
Upon our being notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of ordinary
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction.
-5-
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE; ADDITIONAL INFORMATION
We "incorporate by reference" information we file with the Securities and
Exchange Commission (the "Commission"), which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus
and information that we file with the Commission in the future will
automatically update and supersede information in this prospectus. Those future
filings include annual reports on Form 10-K, quarterly reports on Form 10-Q that
are designated as being incorporated by reference into this prospectus and other
reports we file with the Commission.
This prospectus incorporates by reference the following documents that we
previously filed with the Commission and any future filings made with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until
all the ordinary shares offered by this prospectus are sold. These documents
contain important information about us and our finances.
o Shire's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, as amended.
o Shire's Quarterly Report on Form 10-Q for the period ending March 31,
2000.
o Shire's Proxy Statement on Schedule 14A for the fiscal year ended
December 31, 1999.
o Shire's Current Report on Form 8-K as filed with the Commission on
February 29, 2000.
o the description of our ordinary shares contained in Shire's
Registration Statement on Form F-1 as filed with the Commission on
March 25, 1998
Shire files annual and special reports and other information with the
Commission. You may read and copy any of our reports, statements or other
information at the Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further
information on the Public Reference Room. Our Commission filings are also
available to the public from commercial document retrieval services. The website
maintained by the Commission is http://www.sec.gov.
You may also request a copy of these filings, at no cost, by writing or
telephoning us at our principal executive offices at this address: Shire
Pharmaceuticals Group plc, East Anton, Andover, Hampshire SP10 5RG, England,
Attention: Neil Harris, Esq.
LEGAL MATTERS
The validity of the ordinary shares offered under this prospectus will be
passed upon for Shire by Slaughter & May, U.K. Counsel to Shire.
EXPERTS
The consolidated financial statements incorporated by reference in the
prospectus and elsewhere in the Registration Statement, have been audited and
reported by Arthur Andersen Chartered Accountants, Ernst & Young LLP and
PricewaterhouseCoopers LLP and upon the authority of such firms as experts in
auditing and accounting.
-6-
<PAGE>
THE "SAFE HARBOR" STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Statements included herein which are not historical facts are forward
looking statements. The forward looking statements involve a number of risks and
uncertainties and are subject to change at any time. In the event such risks or
uncertainties materialize, our results could be materially affected. The risks
and uncertainties include, but are not limited to, risks associated with the
inherent uncertainty of pharmaceutical regulation and approval, product
liability litigation and other risks and uncertainties detailed from time to
time in our filing with the Commission including the annual report on Form 10-K
for the year ended December 31, 1999.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except as hereinafter set forth, there is no charter provisions, by-law,
contract, arrangement or statute under which any director or officer of Shire is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such.
Pursuant to Paragraph 141 of the Articles of Association of Shire, every
person who was or is a director, alternate director or secretary of Shire shall
be indemnified out of the assets of Shire for all costs, charges, losses and
liabilities incurred in the proper execution of such person's duties or the
proper exercise of such person's powers, authorities and discretions.
Under Section 310 of the Companies Act, Shire may not indemnify an officer
against any liability that by virtue of any rule of law would otherwise attach
to him in respect of any negligence, default, breach of duty or breach of trust
of which he may be guilty in relation to Shire, except that under section 310(3)
of the Companies Act, Shire is not prevented, inter alia, (a) from purchasing
and maintaining for any such officer such insurance against any such liability,
or (b) from indemnifying an officer against any liability incurred by him in
defending any proceedings (whether civil or criminal), in which judgment is
given in his favor or he is acquitted, or in connection with any application in
which relief is granted to him by the court in case of honest and reasonable
conduct.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Shire in connection with sale
of the ordinary shares being registered (all amounts are estimated except the
SEC Registration Fee):
Amount to
Be Paid
-----------
SEC Registration Fee......................... $ 84,739
Accounting Fees and Expenses................. 25,000
Legal Fees and Expenses...................... 25,000
Printing Expenses............................ 20,000
Miscellaneous................................ 5,261
------------
Total............................... $160,000
============
Item 15. Indemnification Of Directors And Officers.
Except as hereinafter set forth, there is no charter provisions, by-law,
contract, arrangement or statute under which any director or officer of Shire is
insured or indemnified in any manner against any liability which he may incur in
his capacity as such.
Pursuant to Paragraph 141 of the Articles of Association of Shire, every
person who was or is a director, alternate director or secretary of Shire shall
be indemnified out of the assets of Shire for all costs, charges, losses and
liabilities incurred in the proper execution of such person's duties or the
proper exercise of such person's powers, authorities and discretions.
Under Section 310 of the Companies Act, Shire may not indemnify an officer
against any liability that by virtue of any rule of law would otherwise attach
to him in respect of any negligence, default, breach of duty or breach of trust
of which he may be guilty in relation to Shire, except that under section 310(3)
of the Companies Act, Shire is not prevented, inter alia, (a) from purchasing
and maintaining for any such officer such insurance against any such liability,
or (b) from indemnifying an officer against any liability incurred by him in
defending any proceedings (whether civil or criminal), in which judgment is
given in his favor or he is acquitted, or in connection with any application in
which relief is granted to him by the court in case of honest and reasonable
conduct.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
Exhibit No. Description
*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)
5.1 Opinion of Slaughter & May regarding the validity of the ordinary
shares
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<PAGE>
*+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 Pharma A.G.
Limited dated 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 December 15, 1997
*+10.10 License Agreement between Shire and Johnson Matthey plc dated
December 15, 1997
*+10.11 License Agreement 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 an Janssen Pharmaceutica N.V. dated November 30, 1995
*+10.14 Pharmaceutical Formulation License Agreement between Shire and
Hyal Pharmaceutical Corporation dated 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 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
**10.22 Asset Purchase Agreement among Shire, Shire Supplies U.S. LLC,
Arenol Corporation, Richard Vorisek and Robert Jaeder dated March
5, 1999
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<PAGE>
**+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 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 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
-----------------
* Incorporated by reference to the exhibits of Shire's Registration Statement
of Form F-1 (No. 333-8394).
** 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.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act);
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed pursuant
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<PAGE>
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to file, if necessary, an
application for the purpose of determining the eligibility of the Trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as
amended, in accordance with the rules and regulations prescribed by the
Securities and Exchange Commission under Section 605(b)(2) of such Act.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of such registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling
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<PAGE>
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Andover, England, on the 19th day of June, 2000.
SHIRE PHARMACEUTICALS GROUP PLC
By /s/Rolf Stahel
--------------------------------
Rolf Stahel
Chief Executive
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Angus Russell and Neil Harris, and
each of them acting individually, as his attorney-in-fact, each with full power
of substitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective amendments),
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorney to any and
all amendments to said Registration Statement.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ Rolf Stahel Chief Executive Officer June 19, 2000
------------------------------------------------- (Principal executive
Rolf Stahel officer)
/s/ Angus Russell Group Finance Director June 19, 2000
------------------------------------------------- (Principal financial officer
Angus Russell and principal accounting
officer)
/s/ James Cavanaugh Director, Non-executive June 19, 2000
-------------------------------------------------
Dr. James Cavanaugh
/s/ Wilson Totten Group R&D Director June 19, 2000
-------------------------------------------------
Dr. Wilson Totten
/s/ Barry Price Director, Non-executive June 19, 2000
-------------------------------------------------
Dr. Barry Price
/s/ Bernard Canavan Director, Non-executive June 19, 2000
-------------------------------------------------
Dr. Bernard Canavan
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<PAGE>
Name Capacity Date
---- -------- ----
/s/ Zola Horovitz Director, Non-executive June 19, 2000
-------------------------------------------------
Dr. Zola Horovitz
/s/ Ronald Nordmann Director, Non-executive June 19, 2000
-------------------------------------------------
Ronald Nordmann
/s/ Joseph Smith Director, Non-executive June 19, 2000
-------------------------------------------------
Joseph Smith
/s/ John Spitznagel Director, Non-executive June 19, 2000
-------------------------------------------------
John Spitznagel
</TABLE>
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<PAGE>
================================================================================
SHIRE PHARMACEUTICALS GROUP PLC
5,263,902 ADSs Each Representing
Three Ordinary Shares
------------------
PROSPECTUS SUPPLEMENT
------------------
Bear, Stearns & Co. Inc.
September 26, 2000
================================================================================
