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Exhibit 10.03
Dated 15
April 2008
SHIRE PLC
and
SHIRE LIMITED
and
THE BANK OF NEW YORK
and
BNY CORPORATE TRUSTEE SERVICES LIMITED
ACCESSION AND AMENDMENT AGREEMENT
relating
to a Paying and Conversion Agency Agreement relating
to
U.S.$1,100,000,000
2.75 per
cent. Convertible Bonds due 2014
Slaughter and May
One
Bunhill Row
London
EC1Y 8YY
(REL/RMYJ)
CF080660133
THIS AGREEMENT is
made on 15 April 2008 between:
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(1)
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SHIRE PLC , a company
incorporated in England and Wales under the Companies Act 1985 with
registered number 05492592 (the “ Original Issuer
”);
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(2)
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SHIRE LIMITED , a
company incorporated in
Jersey under the Companies (Jersey) Law 1991 with registered number
99854 (the “ New Issuer
”);
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(3)
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THE BANK OF NEW YORK
(the “ Principal Paying and
Conversion Agent ” and, together with any other paying
and conversion agents appointed from time to time in accordance
with the Agency Agreement, the “ Paying and Conversion
Agents ”); and
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(4)
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BNY CORPORATE TRUSTEE SERVICES
LIMITED (the “ Trustee ”, which
expression, where the context so admits, includes any other trustee
for the time being under the Trust Deed).
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BACKGROUND
:
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(A)
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The Original
Issuer issued U.S.$1,100,000,000 2.75 per cent. Convertible Bonds
due 2014 which are constituted under the Trust Deed. The
terms of the appointment of the Principal Paying and Conversion
Agent (and any other Paying and Conversion Agents from time to
time) in respect of the Bonds are set out in the Agency
Agreement.
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(B)
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The New
Issuer is currently a wholly owned Subsidiary of the Original
Issuer, but will, pursuant to the 2008 Newco Scheme, be interposed
between the Original Issuer and its then shareholders so as to
become the new ultimate holding company of the Shire
group.
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(C)
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Immediately
prior to the 2008 Newco Scheme becoming effective, it is proposed
that the New Issuer will, with the consent of the Trustee and
pursuant to Clause 14.2 ( Substitution ) of the
Trust Deed and the Conditions of the Bonds, be substituted in place
of the Original Issuer as principal obligor under the Bonds, on the
terms, and subject to the conditions, of the Supplemental Trust
Deed.
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(D)
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On and from
the substitution of the New Issuer in place of the Original Issuer
as principal obligor under the Bonds, it is proposed that the New
Issuer will accede to the Agency Agreement, the Original Issuer
will cease to be party to the Agency Agreement and the Agency
Agreement will be amended and restated, on the terms, and subject
to the conditions, of this Agreement.
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IT IS AGREED as
follows:
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1.1
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Definitions:
Capitalised terms defined in the Trust Deed, the Conditions or the
Agency Agreement but not herein shall, when used herein (including
in the paragraphs above), have the meaning given to them in the
Trust Deed, the Conditions or the Agency Agreement. In
addition, the following expressions shall have the following
meanings:
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“
2008 Newco
Scheme ” means the scheme of arrangement under
Sections 895 to 899 of the Companies Act 2006 between the
Original Issuer and its shareholders which will effect the
interposition of the New Issuer between the Original Issuer
and its shareholders, including any modification, addition or
condition approved by the High Court, details of which will be
set out in a circular from the Original Issuer to its
shareholders;
“
Agency
Agreement ” means the Paying and Conversion
Agency Agreement dated 9 May 2007 between the Original Issuer,
the Principal Paying and Conversion Agent and the Trustee (as
from time to time altered in accordance with its
provisions);
“
Bonds
” means the bearer bonds substantially in the form set
out in Schedule 1 ( Form of Definitive
Bond ) to the Trust Deed comprising the
U.S.$1,100,000,000 2.75 per cent. Convertible Bonds due 2014,
in each case having attached thereto Coupons, constituted by
the Trust Deed and for the time being outstanding or, as the
context may require, a specific number of them and includes
any replacement Bonds issued pursuant to the Conditions and
includes the Global Bond;
“
Conditions ”
means the terms and conditions set out in Schedule 1 (
Form of
Definitive Bond ) to the Trust Deed as from time to
time modified in accordance with the Trust Deed and, with
respect to any Bonds represented by the Global Bond, as
modified by the provisions of the Global Bond. Any
reference to a
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