Securities Act of 1934 - Rule 12(g)-3

November 17, 2005

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, the Division's views are as stated below. Capitalized terms have the same meanings defined in your letter.

1. Without necessarily agreeing with your analysis, the Division will not object if New Shire files post-effective amendments to Shire's currently effective registration statements on Form S-3, Form S-4 and Form S-8, under Rule 414.
    
2. After the Reorganization, New Shire may take into account Shire's reporting history under the Securities Exchange Act of 1934 in determining its eligibility to use Form S-3, S-4 and S-8.
    
3. Shire's Exchange Act reporting history may be taken into account in determining whether New Shire satisfies Rule 144(c)(1). Average weekly reported trading volume in Shire's common stock during the time periods specified in Rule 144(e)(1) may be taken into account in determining the limitation on the amount of securities that may be sold pursuant to Rule 144(e). Also, persons who receive New Shire ordinary shares in exchange for Shire ordinary shares may take into account the periods during which they held the Shire ordinary shares for the purpose of calculating their holding periods for New Shire ordinary shares pursuant to Rule 144(d) under the Securities Act.
    
4. After the Reorganization, New Shire may rely on Rule 12g-3(a) to register its common stock under the Exchange Act.
    
5. Persons who have filed ownership reports on Schedule 13D or 13G for Shire's ordinary shares will not be required to file any additional or amended statements of Schedule 13D or 13G as a result of the Reorganization, provided they note in their next subsequent filing that New Shire is the successor to Shire.
    
6. Based on the facts presented, the Division will not recommend enforcement action if (1) New Shire does not register under the Securities Act its guarantees of Shire's obligations under the Convertible Notes and the preference shares issuable by Shire Finance and presently guaranteed by Shire; and (2) New Shire does not qualify the supplemental indenture under the Trust Indenture Act in connection with its guarantee of its obligations under the Convertible Notes. In arriving at these positions, we have noted in particular your representation that New Shire intends to deliver to the trustee an opinion of counsel that the indenture governing the Convertible Notes authorizes the trustee to enter into a supplemental indenture without the vote or consent of the holders of the Convertible Notes for the purposes of evidencing New Shire's guarantee of Shire's obligations thereunder, and that no vote or consent of Shire security holders will be sought, and no consideration will be paid to New Shire, in connection with the issuance of the additional guarantee of the preference shares by New Shire.
    
7. New Shire may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Rule 174(b) exemption from the prospectus delivery requirement of Section 4(3) of the Securities Act.
    

You have not requested that the Division confirm your views on the availability of the exemption from registration provided by Section 3(a)(10). Consequently, the Division does not express any view on that aspect of the Reorganization.

These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require different conclusions. The responses regarding registration under the Securities Act and qualification under the Trust Indenture Act express the Division's position on enforcement action only and do not purport to express a legal position on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/shire111705.htm