Shareholders' Circular PDF 1815KB

Shareholders' Circular PDF 1815KB

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT IS A CIRCULAR FOR THE PURPOSES OF LISTING RULE 13. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN PERSONAL FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER. If you have sold or otherwise transferred all of your AstraZeneca Shares, please send this document and the accompanying documents (other than documents or forms personalised to you) at once to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. HOWEVER, these documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holding of AstraZeneca Shares you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected. This document is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including any AstraZeneca Shares to be issued in connection with the Transaction. AstraZeneca is not required to publish a prospectus in connection with the Transaction. This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the accompanying Form of Proxy. The distribution of this document and/or the accompanying documents (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. AstraZeneca PLC (registered in England and Wales under the Companies Act 1985 with registered number 02723534) Acquisition of Alexion Pharmaceuticals, Inc. by AstraZeneca PLC Circular to Shareholders and Notice of General Meeting Your attention is drawn to the letter from the Chairman of AstraZeneca in Part I (Letter From the Chairman of AstraZeneca) of this document, which contains the unanimous recommendation of the Board that you vote in favour of the Resolution to be proposed at the AstraZeneca General Meeting. You should read the whole of this document and, in particular, the risk factors in Part II (Risk Factors) of this document. The Notice of General Meeting, which will be held at Academy House, 136 Hills Road, Cambridge, CB2 8PA, United Kingdom at 11.30 a.m. on 11 May 2021, is set out in Part IX (Notice of General Meeting) of this document. The AstraZeneca General Meeting will be a closed meeting due to UK Government COVID-19 restrictions relating to indoor gatherings and will be preceded by an online shareholder engagement event which will be held at 2.00 p.m. on 30 April 2021. The action to be taken by AstraZeneca Shareholders in relation to the AstraZeneca General Meeting is set out on pages 9 to 10 of this document. AstraZeneca Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AstraZeneca General Meeting. As AstraZeneca Shareholders will not be allowed to attend the AstraZeneca General Meeting, AstraZeneca Shareholders are strongly encouraged to appoint the Chairman of the AstraZeneca General Meeting as their proxy, to ensure their votes are counted. Please complete and sign the enclosed Form of Proxy (or appoint a proxy electronically, as referred to below) in accordance with the instructions printed on it and return it to AstraZeneca’s registrars, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom as soon as possible and, in any event, so as to be received by 11.30 a.m. on 7 May 2021. Unless the Form of Proxy is returned by the time mentioned in the instructions printed on it, it will be invalid. Electronic Proxy Appointment (“EPA”) is available for the AstraZeneca General Meeting. To use this facility, you must visit www.sharevote.co.uk where details of the procedure are shown. The Authentication Reference Number shown on the Form of Proxy will be required to complete the procedure. Alternatively, shareholders who have already registered with Equiniti Registrars’ online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk. EPA will not be valid if received later than 48 hours before the AstraZeneca General Meeting, or, in the case of any adjournment, later than 48 hours before the time fixed for the adjourned meeting and will not be accepted if found to contain a computer virus. Applications will be made to the FCA for the New AstraZeneca Shares to be admitted to listing on the premium listing segment of the Official List and to the London Stock Exchange for the New AstraZeneca Shares to be admitted to trading on the London Stock Exchange’s Main Market for listed securities. If you have any questions about this document, the AstraZeneca General Meeting or on the completion and return of the Form of Proxy, please call the Shareholder Helpline between 8.30 a.m. and 5.30 p.m. (BST) Monday to Friday (excluding English and Welsh public holidays) on 0800 389 1580 (from within the UK) or +44 (0)121 415 7033 (from outside the UK, international rates apply). Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide financial, legal or tax advice or advice on the merits of the Transaction. Certain terms used in this document are defined in Part VIII (Definitions) of this document. Evercore Partners International LLP (“Evercore”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AstraZeneca and no one else in connection with the Transaction and the matters referred to in this document and will not regard any other person as a client in relation to the matters set out in this document (whether or not a recipient of this document) and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to its clients, nor for providing advice in relation to the Transaction or any other matter referred to in this document. Neither Evercore nor any of its subsidiaries, holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the Transaction or any statement contained herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this document, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this document, including its accuracy, fairness, sufficiency, completeness or verification of any statement contained herein or any other statement made or purported to be made by it, or on its behalf, in connection with AstraZeneca or the matters described in this document, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. To the fullest extent permitted by applicable law, each of Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any statement contained herein. Centerview Partners UK LLP (“Centerview Partners”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for AstraZeneca and no one else in connection with the Transaction and the matters referred to in this document and will not regard any other person as a client in relation to the matters set out in this document (whether or not a recipient of this document) and will not be responsible to anyone other than AstraZeneca for providing the protections afforded to its clients, nor for providing advice in relation to the Transaction or any other matter referred to in this document. Neither Centerview Partners nor any of its subsidiaries, holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the Transaction or any statement contained herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Centerview Partners by the FSMA, or the regulatory regime established

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