Dated8 May 2007

EX-10.2 3 dp06267e_ex1002.htm
Exhibit 10.2
 
CONFORMED COPY
 
Dated 8 May 2007
 
 
Shire plc
 
and
 
ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (trading together
 
as ABN AMRO Rothschild, an unincorporated equity capital markets joint
 
venture)
 
and
 
Barclays Bank PLC
 
and
 
Citigroup Global Markets Limited
 
and
 
Goldman Sachs International
 
and
 
Morgan Stanley & Co. International plc
 
and
 
Others
 
 
 
AMENDING SUBSCRIPTION AGREEMENT
 
U.S.$1,000,000,000
2.75 per cent Convertible Bonds due 2014
(subject to an increase by up to a further U.S.$100,000,000 pursuant to the exercise of
an over-allotment option described herein)
convertible into ordinary shares of Shire plc
 
 
Linklaters
 
Ref: CJXW/AKG
 
Linklaters LLP
 
 
Shire plc (the “Issuer”)
U.S.$1,000,000,000
2.75 per cent Convertible Bonds due 2014
(subject to an increase by up to a further U.S.$100,000,000 pursuant to
the exercise of an over-allotment option described herein)
 
Amending Subscription Agreement
 
To:
ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (trading together as ABN AMRO Rothschild, an unincorporated equity capital markets joint venture) (“ABN AMRO Rothschild”);
Barclays Bank PLC (“Barclays”);
Citigroup Global Markets Limited (“Citi”);
Goldman Sachs International (“Goldman Sachs International”);
Morgan Stanley & Co. International plc (“Morgan Stanley” and together with ABN AMRO Rothschild, Barclays, Citi and Goldman Sachs International, the “Joint Lead Managers”);
 
Deutsche Bank AG and The Royal Bank of Scotland plc, (together with the Joint Lead Managers, the “Managers”),
 
c/o Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
 
 
8 May 2007

 
Dear Sirs
 
Shire plc and the Managers entered into a subscription agreement dated 2 May 2007 (the “Subscription Agreement”). The parties to this agreement (the “Agreement”), being the same parties to the Subscription Agreement, hereby agree to amend the Subscription Agreement as set out herein.
 
 
1
Over-allotment Option
 
On the terms and subject to the conditions of the Subscription Agreement, the Issuer granted to the Joint Lead Managers an option to subscribe all or any of the U.S.$100,000,000 principal amount of the Optional Securities solely to cover over-allotments at any time on or prior to 7 May 2007.  The Issuer and the Managers hereby agree to extend the date by which the Over-allotment Option shall be exercisable to any time on or prior to 8 May 2007.
 
 
2
Subscription Agreement
 
For the avoidance of doubt, the terms and conditions of the Subscription Agreement remain in full force and effect, save for the amendment set out in Clause 1 of this Agreement.
 

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3
Deemed Incorporation
 
Clauses 14 to 20 (inclusive) of the Subscription Agreement shall be deemed incorporated into this Agreement.
 
 
4
Definitions
 
Terms defined in the Subscription Agreement have the same meaning in this Agreement except where otherwise defined.
 

 
Yours faithfully
 
SHIRE PLC
 
By:  SIMON GIBBINS
 
Accepted as of the date hereof at London, England:
 
ABN AMRO BANK N.V. and NM ROTHSCHILD & SONS LIMITED (trading together as ABN AMRO Rothschild, an unincorporated equity capital markets joint venture)
 
By: JULIAN HALL
 

 
BARCLAYS BANK PLC
 
By: RICHARD JOHNSON
 

 
CITIGROUP GLOBAL MARKETS LIMITED
 
By: RUPERT MITCHELL
 

 
GOLDMAN SACHS INTERNATIONAL
 
By: SILJE EINERKJAER
 

 
MORGAN STANLEY & CO. INTERNATIONAL PLC
 
 
By: MANDY DE FILIPPO
 

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DEUTSCHE BANK AG
 
THE ROYAL BANK OF SCOTLAND PLC
 
Each by its duly authorised attorney:
 
By: SILJE EINERKJAER
 

 
 
 
 
 
 
 
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