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 |
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)
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.
- 1 -
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
- 2 -
DEUTSCHE BANK AG
THE ROYAL BANK OF SCOTLAND PLC
Each by its duly authorised attorney:
By: SILJE EINERKJAER
- 3 -