Shire completes corporate restructuring

New York, Nov. 28 - Shire plc said it completed changes to its corporate structure on Friday, creating a new holding company in order to increase the reserves from which it can pay dividends.

Holders of Shire Pharmaceuticals Group plc's ordinary shares received stock in Shire plc, the new parent company.

The holding company has the same board, management and corporate governance as Shire Pharmaceuticals Group.

But Shire plc has reserves of £1.65 billion, up from £87 million as of Dec. 31, 2004.

Under U.K. law, Shire is only allowed to pay dividends on its stock to the extent that it has distributable reserves.

When it announced the new structure on Sept. 8, Shire explained: "The board believes that this is the optimal structure to enable the pursuit of a progressive long-term dividend strategy."

The changes were approved by shareholders and the High Court.

Holders of Shire Pharmaceuticals Group's ordinary shares received Shire plc shares on a one-for-one basis. Similarly, Shire Pharmaceuticals Group's American Depositary Shares were exchanged one-for-one into Shire plc ADS, each representing three ordinary shares. Canadian Exchangeable Shares were treated the same way.

In addition, a reduction of capital was approved by the High Court on Monday. That change will reduce the nominal value of the shares to 5p from 350p, effective Tuesday.

Shire is a Basingstoke, England, specialty pharmaceutical company.

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