Form 8-K Shire plc For: Oct 28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 28, 2016
SHIRE PLC
(Exact name of registrant as specified in its charter)
| Jersey, Channel Islands | 0-29630 | 98-0601486 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5 Riverwalk, Citywest Business Campus, Dublin
24, Republic of Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code: +353 1 429 7700
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): |
| o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
Shire plc has issued the press release attached hereto as Exhibit 99.1 which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished herewith:
99.1 Press Release dated October 28, 2016
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Shire plc | ||
| By: | /s/ W R Mordan | |
| Name: | Bill Mordan | |
| Title: | Company Secretary | |
Date: October 28, 2016
EXHIBIT INDEX
|
Exhibit No. |
Description | |
| 99.1 | Press Release dated October 28, 2016 | |
Exhibit 99.1
| Press Release |  |
| www.shire.com |
Director/PDMR Shareholding
October 28, 2016 – Shire plc (LSE: SHP, NASDAQ: SHPG) (the “Company”)
Notification of transactions by person discharging managerial responsibilities
| 1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) | ||
| a) | Name | Phil Vickers | |
| 2. | Reason for the notification | ||
| a) | Position / status | Head of Research and Development - PDMR | |
| b) | Initial notification / amendment | Initial notification | |
| 3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Shire plc | |
| b) | LEI | 54930005LQRLI2UXRQ59 | |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument |
Shire plc American Depositary Shares (“ADSs”)
| |
| Identification code | ISIN: US82481R1068 | ||
| b) | Nature of the transaction | Vesting of deferred ADSs pursuant to the terms of a deferred share award granted on November 11, 2013 (the “DSA”), and consequent receipt of ADSs. In accordance with the terms of the DSA, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the deferred ADSs from the date of grant to the date of vesting. Details of related lapse of deferred ADSs are referenced in section 5. below. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| N/A | 503 | ||
| d) |
Aggregated information - Aggregated volume - Price |
N/A (single transaction) | |
| e) | Date of the transaction | October 28, 2016 | |
| f) | Place of the transaction | N/A | |
| 5. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument |
Shire plc American Depositary Shares (“ADSs”)
| |
| Identification code | ISIN: US82481R1068 | ||
| b) | Nature of the transaction | Lapse of deferred ADSs pursuant to the terms of the DSA referenced in section 4. above. In accordance with the terms of the DSA, the number of ADSs lapsed is equivalent in value to Dr. Vickers’ tax liability arising from the vesting of the deferred ADSs. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| N/A | 438 | ||
| d) |
Aggregated information - Aggregated volume - Price |
N/A (single transaction) | |
| e) | Date of the transaction | October 28, 2016 | |
| f) | Place of the transaction | N/A | |
Oliver Strawbridge
Senior Assistant Company Secretary
For further information please contact:
| Investor Relations | ||
| Sarah Elton-Farr | [email protected] | +44 1256 894157 |
| Ian Karp | [email protected] | +1 781 482 9018 |
| Robert Coates | [email protected] | +44 1256 894874 |
| Media | ||
| Gwen Fisher | [email protected] | +1 484 595 9836 |
| Debbi Ford | [email protected] | +1 617 949 9083 |
NOTES TO EDITORS
About Shire
Shire is the leading global biotechnology company focused on serving people with rare diseases and other highly specialized conditions. We strive to develop best-in-class products, many of which are available in more than 100 countries, across core therapeutic areas including Hematology, Immunology, Neuroscience, Ophthalmics, Lysosomal Storage Disorders, Gastrointestinal / Internal Medicine / Endocrine and Hereditary Angioedema; and a growing franchise in Oncology.
Our employees come to work every day with a shared mission: to develop and deliver breakthrough therapies for the hundreds of millions of people in the world affected by rare diseases and other high-need conditions, and who lack effective therapies to live their lives to the fullest.
www.shire.com
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