Exhibit 4.04
THE RIGHT OF HOLDERS HEREOF TO DIRECT THE VOTING OF SHARES MAY BE
RESTRICTED AS DESCRIBED IN PARAGRAPHS (6) AND (12)
BELOW.
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No.
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Number
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Each
ADS represents
Three
(3) Shares
CUSIP:
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AMERICAN
DEPOSITARY RECEIPT
evidencing
AMERICAN
DEPOSITARY SHARES
representing
ORDINARY
SHARES
of
SHIRE
LIMITED
(Incorporated
under the laws of the Bailiwick of Jersey)
JPMORGAN
CHASE BANK, N.A., a national banking association organized
under the laws of the United States, as depositary hereunder
(the "Depositary"), hereby certifies
that
is the registered owner (a "Holder")
of
American Depositary Shares ("ADSs"), each (subject to
paragraph (13)) representing three ordinary shares (including
the rights to receive Shares described in paragraph (1),
"Shares" and, together with any other securities, cash or
property from time to time held by the Depositary in respect
or in lieu of deposited Shares, the "Deposited Securities"),
of Shire Limited, a corporation organized under the laws of
the Bailiwick of Jersey (the "Company"), deposited with the
Custodian appointed under the Deposit Agreement (subject to
paragraph (15), the "Custodian"), under the Deposit Agreement
dated as of November 21, 2005 (as amended and/or novated from
time to time, the "Deposit Agreement") among the Company, the
Depositary and all Holders from time to time of American
Depositary Receipts issued thereunder ("ADRs"), each of whom
by accepting an ADR becomes a party thereto. The
Deposit Agreement and this ADR (which includes the provisions
set forth on the reverse hereof) shall be governed by and
construed in accordance with the laws of the State of New
York.
(1)
Issuance of
ADRs . This ADR is one of the ADRs issued
under the Deposit Agreement. Subject to paragraph
(4), the Depositary may so issue ADRs for delivery at the
Transfer Office (defined in paragraph (3)) only against
deposit with the Custodian of: (a) Shares in form
satisfactory to the Custodian; (b) rights to receive Shares
from the Company or any
registrar,
transfer agent, clearing agent or other entity recording Share
ownership or transactions; or, (c) unless requested in writing
by the Company to cease doing so at least two business days in
advance of the proposed deposit, other rights to receive
Shares (until such Shares are actually deposited pursuant to
(a) or (b) above, "Pre-released ADRs") only if (i)
Pre-released ADRs are fully collateralized (marked to market
daily) with cash or U.S. government securities held by the
Depositary for the benefit of Holders (but such collateral
shall not constitute "Deposited Securities"), (ii) each
recipient of Pre-released ADRs agrees in writing with the
Depositary that such recipient (a) owns such Shares, (b)
assigns all beneficial right, title and interest therein to
the Depositary in its capacity as such, (c) holds such Shares
for the account of the Depositary, (d) will deliver such
Shares to the Custodian as soon as practicable and promptly
upon demand therefor and (e) will not take any action with
respect to the Pre-released ADS and Shares that is
inconsistent with the transfer of the Depositary's beneficial
ownership thereof, and (iii) all Pre-released ADRs evidence
not more than 20% of all ADSs (excluding those evidenced by
Pre-released ADRs), except to the extent that the Depositary
(in its sole discretion) determines that unusual market
conditions require the issuance of Pre-released ADRs in
addition to 20% of all such ADSs. The Depositary
may retain for its own account any earnings on collateral for
Pre-released ADRs and its charges for issuance
thereof. At the request, risk and expense of the
person depositing Shares, the Depositary may accept deposits
for forwarding to the Custodian and may deliver ADRs at a
place other than its office. Every person
depositing Shares under the Deposit Agreement represents and
warrants that such Shares are free and clear of any lien,
encumbrance, security interest, charge, mortgage, pledge or
restriction on transfer, validly issued and outstanding, fully
paid, nonassessable and free of pre-emptive rights, that the
person making such deposit is duly authorized so to do and
that such Shares (A) are not "restricted securities" as such
term is defined in Rule 144 under the Securities Act of 1933
unless at the time of deposit they may be freely transferred
in accordance with Rule 144 and may otherwise be offered and
sold freely in the United States or (B) have been registered
under the Securities Act of 1933. Such
representations and warranties shall survive the deposit of
Shares and issuance of ADRs. The Depositary will
not knowingly accept for deposit under the Deposit Agreement
any Shares required to be registered under the Securities Act
of 1933 and not so registered; the Depositary may refuse to
accept for such deposit any Shares identified by the Company
in order to facilitate the Company's compliance with such
Act.
(2)
Withdrawal of
Deposited Securities . Subject to paragraphs
(4) and (5), upon surrender of this ADR in form satisfactory
to the Depositary at the Transfer Office, the Holder hereof is
entitled to delivery at the Custodian's office of the
Deposited Securities at the time represented by the ADSs
evidenced by this ADR. At the request, risk and
expense of the Holder hereof, the Depositary may deliver such
Deposited Securities at such other place as may have been
requested by the Holder. Notwithstanding any other
provision of the Deposit Agreement or this ADR, the withdrawal
of Deposited Securities may be restricted only for the reasons
set forth in General Instruction I.A.(1) of Form F-6 (as such
instructions may be amended from time to time) under the
Securities Act of 1933.
(3)
Transfers of
ADRs . The Depositary or its agent will
keep, at a designated transfer office in the Borough of
Manhattan, The City of New York (the "Transfer Office"), (a) a
register (the "ADR Register") for the registration,
registration of transfer, combination and split-up of ADRs,
which at all reasonable times will be open for inspection by
Holders and the Company for the purpose of communicating with
Holders in the interest of the business of the Company or
a
matter
relating to the Deposit Agreement and (b) facilities for the
delivery and receipt of ADRs. Title to this ADR
(and to the Deposited Securities represented by the ADSs
evidenced hereby), when properly endorsed or accompanied by
proper instruments of transfer, is transferable by delivery
with the same effect as in the case of negotiable instruments
under the laws of the State of New York; provided
that the Depositary, notwithstanding any notice to the
contrary, may treat the person in whose name this ADR is
registered on the ADR Register as the absolute owner hereof
for all purposes. Subject to paragraphs (4) and
(5), this ADR is transferable on the ADR Register and may be
split into other ADRs or combined with other ADRs into one
ADR, evidencing the same number of ADSs evidenced by this ADR,
by the Holder hereof or by duly authorized attorney upon
surrender of this ADR at the Transfer Office properly endorsed
or accompanied by proper instruments of transfer and duly
stamped as may be required by applicable law; provided
that the Depositary may close the ADR Register at any time or
from time to time when deemed expedient by it or requested by
the Company.
(4)
Certain
Limitations . Prior to the issue,
registration, registration of transfer, split-up or
combination of any ADR, the delivery of any distribution in
respect thereof, or, subject to the last sentence of paragraph
(2), the withdrawal of any Deposited Securities, and from time
to time in the case of clause (b)(ii) of this paragraph (4),
the Company, the Depositary or the Custodian may
require: (a) payment with respect thereto of (i)
any stamp duty, stamp duty reserve tax or other transfer duty
or stock transfer or other tax or other governmental charge,
(ii) any stock transfer or registration fees in effect for the
registration of transfers of Shares or other Deposited
Securities upon any applicable register and (iii) any
applicable charges as provided in paragraph (7) of this ADR;
(b) the production of proof satisfactory to it of (i) the
identity and genuineness of any signature and (ii) such other
information, including without limitation, information as to
citizenship, residence, exchange control approval, beneficial
ownership of any securities, compliance with applicable law,
regulations, provisions of or governing Deposited Securities
and terms of the Deposit Agreement and this ADR, as it may
deem necessary or proper; and (c) compliance with such
regulations as the Depositary may establish consistent with
the Deposit Agreement. The issuance of ADRs, the
acceptance of deposits of Shares, the registration,
registration of transfer, split-up or combination of ADRs or,
subject to the last sentence of paragraph (2), the withdrawal
of Deposited Securities may be suspended, generally or in
particular instances, when the ADR Register or any register
for Deposited Securities is closed or when any such action is
deemed advisable by the Depositary or the
Company.
(5)
Taxes
. If any tax or other governmental charge shall
become payable by or on behalf of the Custodian or the
Depositary with respect to this ADR, any Deposited Securities
represented by the ADSs evidenced hereby or any distribution
thereon, such tax or other governmental charge shall be paid
by the Holder hereof to the Depositary and neither the Company
nor the Depositary shall have any liability
therefore. The Depositary may refuse to effect any
registration, registration of transfer, split-up or
combination hereof or, subject to the last sentence of
paragraph (2), any withdrawal of such Deposited Securities
until such payment is made. The Depositary may also
deduct from any distributions on or in respect of Deposited
Securities, or may sell by public or private sale for the
account of the Holder hereof any part or all of such Deposited
Securities (after attempting by reasonable means to notify the
Holder hereof prior to such sale), and may apply such
deduction or the proceeds of any such sale in payment of such
tax or other governmental charge, the Holder hereof remaining
liable for any deficiency, and shall reduce the number of ADSs
evidenced hereby to reflect any such sales of Deposited
Securities. In
connection
with any distribution to Holders, the Company will remit to
the appropriate governmental authority or agency all amounts
(if any) required to be withheld and owing to such authority
or agency by the Company; and the Depositary and the Custodian
will remit to the appropriate governmental authority or agency
all amounts (if any) required to be withheld and owing to such
authority or agency by the Depositary or the
Custodian. If the Depositary determines that any
distribution in property other than cash (including Shares or
rights) on Deposited Securities is subject to any tax that the
Depositary or the Custodian is obligated to withhold, the
Depositary may dispose of all or a portion of such property in
such amounts and in such manner as the Depositary deems
necessary and practicable to pay such taxes, by public or
private sale, and the Depositary shall distribute the net
proceeds of any such sale or the balance of any such property
after deduction of such taxes to the Holders entitled
thereto.
(6)
Disclosure of
Interests . To
the extent that the provisions of or governing any Deposited
Securities or to which such Deposited Securities are otherwise
subject may require disclosure of or impose limits on
beneficial or other ownership of Deposited Securities, other
Shares and other securities and may provide for blocking
transfer, voting or other rights to enforce such disclosure or
limits, Holders and all persons holding ADRs agree to comply
with all such disclosure requirements and ownership
limitations and to comply with any reasonable Company
instructions in respect thereof and co-operate with the
Depositary in the Depositary's compliance with any Company
instructions in respect thereof.
The
Company reserves the right to instruct Holders to deliver
their ADSs for cancellation and withdrawal of the Deposited
Securities so as to permit the Company to deal directly with
the Holder thereof as a holder of Shares and Holders agree to
comply with such instructions. The Depositary
agrees to cooperate with the Company in its efforts to inform
Holders of the Company's exercise of its rights under this
paragraph and agrees to consult with, and provide reasonable
assistance without risk, liability or expense on the part of
the Depositary, to the Company on the manner or manners in
which it may enforce such rights with respect to any
Holder.
Notwithstanding
any provision of the Deposit Agreement or of this ADR and
without limiting the foregoing, by being a Holder of an ADR,
each such Holder agrees to provide such information to the
Company as the Company may request in a disclosure notice (a
“Disclosure Notice”) given pursuant to the
Articles of Association of the Company. In addition, by
accepting or holding this ADR, each Holder acknowledges that
it understands that failure to comply with a Disclosure Notice
may result in the imposition of sanctions against the holder
of the Shares in respect of which the non-complying person is
or was, or appears to be or has been, interested as provided
in the Articles of Association which may include, the
withdrawal of the voting rights of such Shares and the
imposition of restrictions on the rights to receive dividends
on and to transfer such Shares. In addition, by
accepting or holding this ADR each Holder agrees to comply
with the applicable provisions with regard to the notification
to the Company of interests in Shares. Holders are advised
that the failure by a Holder to comply with the requirements
of this paragraph (6) which leads to the imposition of
sanctions with respect to the Shares held by or on behalf of
the Depositary may result in voting by all Holders being
restricted until such time as the Holder has complied with the
requirements hereof. The Depositary shall not be
liable or otherwise responsible for compliance by Holders with
the requirements hereof.
(7)
Charges of
Depositary . The Depositary may charge each
person to whom ADRs are issued against deposits of Shares,
including deposits in respect of Share Distributions, Rights
and Other Distributions (as such terms are defined in
paragraph (10)), and each person surrendering ADRs for
withdrawal of Deposited Securities, U.S. $5.00 for each 100
ADSs (or portion thereof) evidenced by the ADRs delivered or
surrendered. The Depositary may sell (by public or
private
