Dated 8 May 2007
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Exhibit
10.2
CONFORMED
COPY
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|
Dated
8
May 2007
|
|
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
Xxxxxxx
Xxxxx International
and
Xxxxxx
Xxxxxxx & Co. International plc
and
Others
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
|
|
Ref:
CJXW/AKG
|
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)
|
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”);
Xxxxxxx
Xxxxx
International (“Xxxxxxx Sachs
International”);
Xxxxxx
Xxxxxxx
& Co. International plc (“Xxxxxx Xxxxxxx” and
together with ABN AMRO Rothschild, Barclays, Citi and Xxxxxxx Xxxxx
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
Xxxxxxxxxxxx
Xxxxx
000
Xxxxx
Xxxxxx
Xxxxxx
XX0X
0XX
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|
8
May
2007
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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.
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1
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Over-allotment
Option
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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.
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2
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Subscription
Agreement
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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.
-
1 -
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3
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Deemed
Incorporation
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Clauses
14 to 20
(inclusive) of the Subscription Agreement shall be deemed incorporated into
this
Agreement.
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4
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Definitions
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Terms
defined in the
Subscription Agreement have the same meaning in this Agreement except where
otherwise defined.
Yours
faithfully
By: XXXXX
XXXXXXX
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:
XXXXXX
XXXX
BARCLAYS
BANK PLC
By:
XXXXXXX
XXXXXXX
CITIGROUP
GLOBAL MARKETS LIMITED
By:
XXXXXX
XXXXXXXX
XXXXXXX
XXXXX INTERNATIONAL
By:
SILJE
EINERKJAER
XXXXXX
XXXXXXX & CO. INTERNATIONAL PLC
By:
XXXXX XX
XXXXXXX
-
2 -
DEUTSCHE
BANK AG
THE
ROYAL
BANK OF SCOTLAND PLC
Each
by its duly
authorised attorney:
By:
SILJE
EINERKJAER
-
3 -
