Under the terms of the demerger, Elan shareholders on the register as of 11:59 p.m. (Dublin time) on December 14, 2012, the record date, will receive 1 Prothena ordinary share for every 41 Elan ordinary shares or ADSs held.
Fractional entitlements to Prothena ordinary shares will not be allocated to Elan shareholders in the demerger, but will instead be aggregated and sold in the open market at prevailing market prices, with the aggregate net cash proceeds (after deduction of any required costs and taxes) to be distributed on a pro rata basis to each Elan shareholder who would otherwise have been entitled to receive a fractional share under the demerger.
Application has been made for the Prothena ordinary shares to be issued in the demerger to be admitted to trading on the NASDAQ Global Market. It is anticipated that Prothena ordinary shares will begin trading on a “when issued” basis on the NASDAQ Global Market on December 18, 2012 and “regular way” on the NASDAQ Global Market on December 21, 2012, the first business day immediately following the distribution date, under the symbol “PRTA.” There are currently 594,374,093 shares in issue in Elan. Based on this issued share capital, and following the subscription by Elan for Prothena ordinary shares as described above, it is expected that there will be approximately 17.7 million Prothena ordinary shares in issue immediately following consummation of the demerger and the Elan subscription.
Further detail in relation to the timetable for completion of the demerger is set out below:
|Event||Time and Date|
|Record Date in respect of the demerger||11.59 p.m. (Dublin time) on December 14, 2012|
|Publication of Information Statement in respect of the demerger and issue of Information Statement to Elan shareholders as of the record date||December 17, 2012 or as soon as practicable thereafter|
|Commencement of “when issued” trading of Prothena ordinary shares on the Nasdaq Global Market||9:30 a.m. (New York time) on December 18, 2012|
|Distribution Date (being the date of effectiveness of the demerger)||11.59 p.m. (Dublin time) on December 20, 2012|
|Elan ordinary shares trading on the ISE marked ‘ex’ the entitlement to the Prothena ordinary shares||8.00 a.m. (Dublin time) on December 21, 2012|
|Elan ADSs trading on the NYSE marked ‘ex’ the entitlement to the Prothena Shares||8.00 a.m. (New York time) on December 21, 2012|
|DTC participants accounts credited with Prothena ordinary shares||9.30 a.m. (New York time) on December 21, 2012|
|Admission of the Prothena ordinary shares to trading on the NASDAQ Global Market||9.30 a.m. (New York time) on December 21, 2012|
|Share certificates issued in respect of Prothena ordinary shares to relevant holders of Elan shares as of the record date||by December 31, 2012|
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