130 <strong>Shire</strong> plc <strong>Annual</strong> <strong>Report</strong> and Accounts 2009Directors’ reportThe Directors present their annual report and the audited financial statements for the year ended December 31, 2009.Principal activity and business review<strong>Shire</strong> plc is the parent company of the <strong>Shire</strong> Group (the ‘Group’ or ‘<strong>Shire</strong>’), the principal activity of which is the research, development and marketingof prescription medicines.On May 23, 2008 <strong>Shire</strong> Limited (now known as <strong>Shire</strong> plc) became the holding company of <strong>Shire</strong> plc (the former holding company of the <strong>Shire</strong> Group)(‘Old <strong>Shire</strong>’), a public limited company incorporated in England and Wales, pursuant to a Scheme of Arrangement under Sections 895 to 899 ofthe United Kingdom Companies Act 2006 that was approved by the High Court of Justice in England and Wales and the shareholders of Old <strong>Shire</strong>(the ‘Scheme of Arrangement’).<strong>Shire</strong>’s mission is to be the most valuable specialty biopharmaceutical company in the world that focuses on enabling people with life-alteringconditions to lead better lives.<strong>Shire</strong> focuses its business on attention deficit hyperactivity disorder (‘ADHD’), human genetic therapies (‘HGT’), and gastrointestinal (‘GI’) diseases aswell as opportunities in other therapeutic areas to the extent they arise through merger or acquisition. <strong>Shire</strong>’s in-licensing, merger and acquisition effortsare focused on products in specialist markets with strong intellectual property protection and global rights. <strong>Shire</strong> believes that a carefully selected andbalanced portfolio of products with strategically aligned and relatively small-scale sales forces will deliver strong results.The principal legislation under which the Company operates is Companies (Jersey) Law 1991 and regulations made thereunder.The Ordinary Shares of the Company are listed on the London Stock Exchange, and American Depositary Shares (‘ADS’) representing three OrdinaryShares of the Company, (evidenced by an American Depositary Receipt issued by JPMorgan Chase Bank, N.A.) are listed on the NASDAQ GlobalSelect Market in the United States of America.Business reviewThe Business review of the Group can be found in the consolidated financial statements and <strong>Annual</strong> <strong>Report</strong> and Accounts of the Company for theyear to December 31, 2009, prepared in accordance with United Kingdom Listing Authority requirements, (‘<strong>Shire</strong> <strong>Annual</strong> <strong>Report</strong>’) in the Chairman’sreview on pages 2 and 3; the Chief Executive Officer’s review on pages 4 to 7; and the Financial review on pages 8 to 31. The Financial review alsoprovides a description of the principal risks and uncertainties facing the Company and the Group as well as risk management objectives and policies.Details of the Company’s risks can be found in Note N to the financial statements.During the year the Company continued in its capacity as the parent company for the <strong>Shire</strong> Group in the management of its subsidiaries.Key performance indicatorsThe Company’s key performance indicator is return on investments.The Group manages its business on a product division basis and for this reason the Company’s Directors believe that further key performanceindicators for the Company are not necessary or appropriate for an understanding of the development, performance or position of the business.For details of the Group’s key performance indicators see page 12 in the Financial review of the <strong>Shire</strong> <strong>Annual</strong> <strong>Report</strong>.The Company is resident for tax purposes in Ireland.Income Access Share arrangementsIn 2008 <strong>Shire</strong> put in place and continues to operate Income Access Share (‘IAS’) arrangements enabling shareholders to choose whether they receivetheir dividends from a company resident for tax purposes in Ireland or from a Company resident for tax purposes in the United Kingdom (‘UK’). Furtherdetails in respect of the IAS arrangements can be found in Note 25 of the <strong>Shire</strong> <strong>Annual</strong> <strong>Report</strong>.Results and dividendsA loss on ordinary activities before taxation of $87.1 million was recorded for the year ended December 31, 2009 (period ended December 31, 2008:$42.7 million).The net assets of the Company decreased marginally from $9,721.4 million for the period ended December 31, 2008 to $9,690.7 million for the yearended December 31, 2009, primarily as a result of the loss the Company made in 2009.Dividends paid and dividend policyThe Company paid dividends amounting to $8.5 million in the year (2008: $3.1 million). In accordance with IAS arrangements, the Company directedOld <strong>Shire</strong> to pay dividends totaling $45.9 million (2008: $7.2 million) to those shareholders who choose to receive their dividends from a companyresident for tax purposes in the UK.A first interim dividend for the first half of 2009 of 2.147 US cents (1.302 pence) per Ordinary Share, equivalent to 6.441 US cents per ADS, was paidin October 2009. The Board has resolved to pay a second interim dividend of 9.250 US cents (5.910 pence) per Ordinary Share equivalent to 27.750US cents per ADS for the six months to December 31, 2009.This is consistent with <strong>Shire</strong>’s stated policy of paying a dividend semi-annually, set in US cents per Ordinary Share. It is intended that the first interimpayment each year should be the higher of the previous year’s first interim US dollar dividend and the US dollar equivalent of the previous year’sPound sterling first interim dividend. Dividend growth for the full year will be reviewed by the Board when the second interim dividend is determined.Any dividend growth will come through increasing the second interim dividend in a financial year.
<strong>Shire</strong> plc <strong>Annual</strong> <strong>Report</strong> and Accounts 2009 131Liquidity, cash flow and going concernThe Company and the Group’s business activities, together with the factors likely to affect its future development, performance and position are setout in the Chairman’s review, Chief Executive Officer’s review and Financial review on pages 2 to 31 of the <strong>Shire</strong> <strong>Annual</strong> <strong>Report</strong>. The financial positionof the Company and the Group, its cash flows, liquidity position and borrowing facilities are described in the Liquidity and capital resources sectionof the Financial review of the <strong>Shire</strong> <strong>Annual</strong> <strong>Report</strong>. The Financial review also includes information in respect of the Group’s objectives, policies andprocesses for managing capital; its financial risk management objectives; details of its hedging activity; and its exposures to credit risk and liquidity risk.Details of the Company’s financial instruments are disclosed in Note N of these financial statements.The Group’s balance sheet includes $498.9 million of cash and cash equivalents at December 31, 2009. The Group has no debt maturing in the nexttwo years and substantially all of the Group’s debt relates to its $1,100 million 2.75% convertible bond which matures in 2014, although these bondsinclude a put option which could require repayment of the bonds in 2012. In addition, the Group has a committed facility until 2012 of $1,200 million,which is currently undrawn. The current financial situation affecting the banking system and financial markets, together with the current uncertaintyin global economic conditions, has resulted in tighter credit markets and a lower level of liquidity in many financial markets. As a result, the Groupmay not be able to access new equity or debt finance at the same level or cost as it has done previously.The Directors have a reasonable expectation that the Company has adequate resources to manage its business risks successfully despite the currentuncertain economic climate, and to continue in operational existence for the foreseeable future. Accordingly the Directors continue to adopt the goingconcern basis in preparing the report and financial statements.The Directors who served during the year and up to the date of signing these financial statements are shown below:MW EmmensAC RussellGC HetheringtonDJ KapplerPJM LangloisJM LeidenKA NealonDM Stout (appointed October 31, 2009)D Mott (resigned October 30, 2009)M Rosenblatt (resigned December 23, 2009)BJ Price (resigned January 24, 2010)AuditorsEach of the persons who is a Director at the date of approval of this report confirms that:— so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and— the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establishthat the Company’s auditors are aware of that information.Deloitte LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming <strong>Annual</strong>General Meeting.Approved by the Board of Directors and signed on its behalf by:Tatjana MayCompany SecretaryFebruary 26, 2010