ELN » Topics » Significant Shareholdings

This excerpt taken from the ELN 6-K filed Mar 30, 2009.
Significant Shareholdings
 
The following table sets forth disclosure of major holdings of voting rights that have been made known (and not amended or withdrawn) to us as at 16 March 2009 pursuant to the requirements of the Transparency Regulations, 2007:
 
                         
    No. of
    Date of
    Percent of
 
Name of Owner or Identity of Group   Shares     Disclosure     Class(1)  
 
 
Fidelity Management and Research Company
    71,209,248       3 February 2009       14.80%  
Wellington Management
    23,778,665       3 February 2009       4.94%  
 
(1)  Based on 475.8 million Ordinary Shares outstanding at 16 March 2009 and 5.4 million Ordinary Shares issuable upon the exercise of currently exercisable options held by directors and officers as a group at 16 March 2009.
 
Except for these interests, we have not been notified at 16 March 2009 of any interest of 3% or more of our issued share capital. In addition, we are aware from documents filed with the SEC that, as at 31 December 2008, T. Rowe Price held 34,936,222 shares and Westfield Capital Management Limited (Westfield) held 17,783,174 shares. Based on the 475.8 million Ordinary Shares outstanding at 16 March 2009 and the 5.4 million Ordinary Shares issuable upon the exercise of currently exercisable options held by directors and officers as a group at 16 March 2009, the shares held by T. Rowe Price and Westfield at 31 December 2008 represent 7.26% and 3.70%, respectively, of our Ordinary Shares. Neither Fidelity Management and Research Company, Wellington Management, T. Rowe Price nor Westfield has voting rights different from other shareholders.

     
Elan Corporation, plc 2008 Annual Report
  89


Table of Contents

 
 
We, to our knowledge, are not directly or indirectly owned or controlled by another entity or by any government. We do not know of any arrangements the operation of which might result in a change of control of us.
 
A total of 475,751,587 Ordinary Shares of Elan were issued and outstanding at 16 March 2009, of which 3,663 Ordinary Shares were held by holders of record in the United States, excluding shares held in the form of American Depository Receipts (ADRs). 391,814,082 Ordinary Shares were represented by our American Depository Shares (ADSs), evidenced by ADRs, issued by The Bank of New York, as depositary, pursuant to a deposit agreement. At 16 March 2009, the number of holders of record of Ordinary Shares was 8,618 which includes 11 holders of record in the United States, and the number of registered holders of ADRs was 3,497. Because certain of these Ordinary Shares and ADRs were held by brokers or other nominees, the number of holders of record or registered holders in the United States is not representative of the number of beneficial holders or of the residence of beneficial holders.
 
For additional information regarding our share capital, refer to Note 23 to the Consolidated Financial Statements.
 
This excerpt taken from the ELN 6-K filed Mar 31, 2008.
Significant Shareholdings
 
The following table sets forth certain information regarding the beneficial ownership of Ordinary Shares at 14 March 2008 by major shareholders known to us and all of our directors and officers as a group (either directly or by virtue of ownership of our American Depository Shares (ADSs)):
 
                     
    No. of
    Date of
  Percent of
Name of Owner or Identity of Group   Shares     Disclosure(1)   Class(2)
 
Fidelity Management and Research Company
    70,634,380       10 March 2008     14.96%
Wellington Management
    32,105,492       29 February 2008     6.80%
Westfield Capital Management Co. LLC
    22,355,062       14 March 2008     4.73%
Goldman Sachs
    15,726,338       7 March 2008     3.33%
Jennison Associates LLC
    14,369,339       14 March 2008     3.05%
Capital Research Management
    14,288,407       24 December 2007     3.03%
All directors and officers as a group (18 persons)
    5,847,220 (3)         1.24%

58 Elan Corporation, plc 2007 Annual Report


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Directors’ Report
 
(1)  Since the date of disclosure, the interest of any person listed above in our Ordinary Shares may have increased or decreased. No requirement to notify us of any change would have arisen unless the holding moved up or down through a whole number percentage level.
 
(2)  Based on 472.3 million Ordinary Shares outstanding on 14 March 2008.
 
(3)  Includes 4.9 million Ordinary Shares issuable upon exercise of currently exercisable options held by directors and officers as a group as of 14 March 2008.
 
Except for these interests, we have not been notified, pursuant to Section 67 of the Companies Act 1990 or otherwise, at 14 March 2008 of any interest of 3% or more of our issued share capital. Neither Fidelity Management Group and Research Company, Wellington Management, Westfield Capital Management Co. LLC, Goldman Sachs, Jennison Associates LLC nor Capital Research & Management has voting rights different from other shareholders.
 
We, to our knowledge, are not directly or indirectly owned or controlled by another entity or by any government. We do not know of any arrangements, the operation of which might result in a change of control of us.
 
A total of 472,298,802 Ordinary Shares of Elan were issued and outstanding at 14 March 2008, of which 3,963 Ordinary Shares were held by holders of record in the United States, excluding shares held in the form of American Depository Receipt (ADRs). 411,149,980 Ordinary Shares were represented by our ADSs, evidenced by ADRs, issued by The Bank of New York, as depositary, pursuant to a deposit agreement. At 14 March 2008, the number of holders of record of Ordinary Shares was 8,748, which includes 12 holders of record in the United States, and the number of registered holders of ADRs was 3,258. Because certain of these Ordinary Shares and ADRs were held by brokers or other nominees, the number of holders of record or registered holders in the United States is not representative of the number of beneficial holders or of the residence of beneficial holders.
 
For additional information regarding our share capital, refer to Note 24 to the Consolidated Financial Statements.
 
This excerpt taken from the ELN 6-K filed Mar 30, 2007.
Significant Shareholdings
 
The following table sets forth certain information regarding the beneficial ownership of Ordinary Shares or American Depository Shares (ADSs) at 15 March 2007 by major shareholders (based solely upon information disclosed to us in accordance with section 67 of the Companies Act, 1990) and all of our directors and officers as a group (either directly or by virtue of ownership of our ADSs):
 
                     
    No. of
    Date of
  Percent of
Name of Owner or Identity of Group   Shares     Disclosure(1)   Class(2)
 
Fidelity Management and Research Company
    66,287,400       27 December 2006     14.0%
Wellington Management Co. LLP
    32,921,862       6 February 2007     7.0%
All directors and officers as a group (15 persons)
    5,438,375 (3)         1.2%
 
(1)  Since the date of disclosure to us, the interest of any person listed above in our Ordinary Shares may have increased or decreased. No requirement to notify us of any change would have arisen unless the holding moved up or down through a whole number percentage level.
 
(2)  Based on 467.6 million Ordinary Shares outstanding on 15 March 2007 and 4.4 million Ordinary Shares issuable upon the exercise of currently exercisable options held by directors and officers as a group as of 15 March 2007.
 
(3)  Includes 4.4 million Ordinary Shares issuable upon exercise of currently exercisable options held by directors and officers as a group as of 15 March 2007.
 
Except for these interests, we have not been notified, pursuant to Section 67 of the Companies Act 1990, at 15 March 2007 of any interest of 3% or more of our issued share capital. On 31 December 2006, Westfield Capital Management Co. LLP reported
 
54 Elan Corporation, plc 2006 Annual Report


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Directors’ Report

to the SEC that they held 19,827,758 shares, representing 4.2% of the outstanding share capital. Neither Fidelity Management and Research Company, Wellington Management Co. LLP nor Westfield Capital Management Co. LLC has voting rights different from other shareholders.
 
We, to our knowledge, are not directly or indirectly owned or controlled by another entity or by any government. We do not know of any arrangements, the operation of which might result in a change of control of us.
 
A total of 467,639,638 Ordinary Shares of Elan were issued and outstanding at 15 March 2007, of which 5,013 Ordinary Shares were held by holders of record in the United States, excluding shares held in the form of American Depository Receipt (ADRs). 408,153,306 Ordinary Shares were represented by our ADSs, evidenced by ADRs, issued by The Bank of New York, as depositary, pursuant to a deposit agreement. At 15 March 2007, the number of holders of record of Ordinary Shares was 11,930, which includes 15 holders of record in the United States, and the number of registered holders of ADRs in the United States was 3,292. Because certain of these Ordinary Shares and ADRs were held by brokers or other nominees, the number of holders of record or registered holders in the United States is not representative of the number of beneficial holders or of the residence of beneficial holders.
 
This excerpt taken from the ELN 6-K filed Mar 31, 2006.
Significant Shareholdings
The following table sets forth certain information regarding the beneficial ownership of Ordinary Shares or American Depository Shares at 17 March 2006 by major shareholders (based solely upon information disclosed to us in accordance with Section 67 of the Companies Act, 1990) and all of our directors and officers as a group (either directly or by virtue of ownership of our ADSs):
                 
    No. of   Date of   Percent of
Name of Owner or Identity of Group   Shares   Disclosure(1)   Class(2)
 
Fidelity Management and Research Company
    21,963,200     17 March 2006   5.1%
All directors and officers as a group (18 persons)
    6,201,191 (3)     1.4%
 
(1) Since the date of disclosure to us, the interest of any person listed above in our Ordinary Shares may have increased or decreased. No requirement to notify us of any change would have arisen unless the holding moved up or down through a whole number percentage level.
 
(2) Based on 429.8 million Ordinary Shares outstanding on 17 March 2006 and 4.4 million Ordinary Shares issuable upon the exercise of currently exercisable options held by directors and officers as a group as of 17 March 2006.
 
(3) Includes 4.4 million Ordinary Shares issuable upon exercise of currently exercisable options held by directors and officers as a group as of 17 March 2006.
Save for these interests, we have not been notified at 17 March 2006 of any interest of 3% or more in our issued share capital. Fidelity Management and Research Company does not have voting rights different from other shareholders.
We, to our knowledge, are not directly or indirectly owned or controlled by another entity or by any government. We do not know of any arrangements, the operation of which might result in a change of control of us.
This excerpt taken from the ELN 6-K filed Apr 11, 2005.

Significant Shareholdings

The following table sets forth certain information regarding the beneficial ownership of Ordinary Shares at 31 March 2005 by major shareholders (based solely upon information obtained from SEC filings) and all of our directors and officers as a group (either directly or by virtue of ownership of our ADSs):

 

Name of Owner or identity of Group

 

No. of
Shares

 

Percent of
Class (1)

Capital Research and Management Company (“Capital Research”)

 

32,880,300

 

8.2%

Fidelity Management and Research Company (“Fidelity Management”)

 

19,369,730

 

4.8%

T. Rowe Price Associates, Inc. (“T. Rowe Price”)

 

14,510,829

 

3.6%

All directors and officers as a group (18 persons) (2)

 

6,801,533

 

1.7%

(1)

Based on 396.7 million Ordinary Shares outstanding on 31 March 2005 and 4.4 million Ordinary Shares issuable upon the exercise of currently exercisable options held by directors and officers as a group as of 31 March 2005.

(2)

Includes 4.4 million Ordinary Shares issuable upon exercise of currently exercisable options held by directors and officers as a group as of 31 March 2005.

Save for these interests, we are not aware of any person who, directly or indirectly, holds 3% or more of our issued share capital. Neither Capital Research, Fidelity Management nor T. Rowe Price have voting rights different from other shareholders.

We, to our knowledge, are not directly or indirectly owned or controlled by another entity or by any government. We do not know of any arrangements, the operation of which might result in a change of control of us.

 

 

Elan Corporation, plc 2004 Annual Report

51



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