Liquidation: Kiniksa Pharmaceuticals International, plc

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Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Liquidation

Type: New

Accession Number: 000110465925055990

Filing Summary: On June 3, 2025, Kiniksa Pharmaceuticals International, plc held its Annual Meeting of Shareholders, where several proposals were voted upon. The key actions included the re-elections of directors to various classes, the appointment of PricewaterhouseCoopers LLP as auditors, and the approval of the Company’s remuneration policies. Notably, a critical proposal authorized the Company to conduct a transaction with its wholly-owned subsidiary, Kiniksa Pharmaceuticals, Ltd. This transaction entails the redemption of preference shares previously issued, capitalized through the merger reserve account, which will allow for the liquidation of the subsidiary. The proposal passed with a strong majority of votes.

Additional details:

Class A Voting For: 48345527


Class A Voting Against: 1315700


Class A Voting Abstained: 17215


Class A Broker Non Votes: 2718179


Class B Voting For: 40767926


Class B Voting Against: 8874763


Class B Voting Abstained: 35753


Class B Broker Non Votes: 2718179


Proposal 12 Voting For: 40676836


Proposal 12 Voting Against: 11705229


Proposal 12 Voting Abstained: 14556


Proposal 13 Voting For: 52354709


Proposal 13 Voting Against: 23158


Proposal 13 Voting Abstained: 18754


Form Type: DEFA14A

Filing Date: 2025-04-21

Corporate Action: Liquidation

Type: New

Accession Number: 000110465925036929

Filing Summary: Kiniksa Pharmaceuticals International, plc has filed a proxy statement ahead of its upcoming 2025 Annual General Meeting, scheduled for June 3, 2025, at which several proposals will be voted on. Notably, Proposal 13 seeks authorization for a transaction involving the company’s wholly-owned subsidiary, Kiniksa Pharmaceuticals, Ltd. (referred to as Kiniksa Bermuda), to redeem preference shares. This will be executed through the capitalization of the company's merger reserve account and a court-approved cancellation of a merger reserve bonus share, facilitating the liquidation of Kiniksa Bermuda. Other proposals include the election of Class I, II, and III Directors, the appointment of PricewaterhouseCoopers LLP as auditors, and shareholder advisory votes on remuneration policies. The document emphasizes the importance of shareholders voting and encourages access to proxy materials online to ensure informed decisions.

Additional details:

Control Number: V72439-P27849


Control Number: V72440-P22969


Control Number: V72441-P22969


Control Number: V72442-P22969


Number Of Directors Elected Class I: 3


Number Of Directors Elected Class II: 3


Number Of Directors Elected Class III: 4


Auditor Name: PricewaterhouseCoopers LLP


Maximum Share Allotment Amount: $6,976.33


Liquidation Subsidiary: Kiniksa Pharmaceuticals, Ltd.


Liquidation Process: court-approved


Form Type: PRE 14A

Filing Date: 2025-04-10

Corporate Action: Liquidation

Type: New

Accession Number: 000110465925033788

Filing Summary: Kiniksa Pharmaceuticals International, plc is convening its Annual Meeting of Shareholders on June 3, 2025, at Third Floor, 23 Old Bond Street, London, UK. The proxy statement outlines several proposals including the re-election of directors, appointment of auditors, and compensation approvals. A significant item includes a proposal for the liquidation of Kiniksa Pharmaceuticals, Ltd. through the redemption of preference shares by capitalizing the Company’s merger reserve account, creating distributable reserves to facilitate this process. Voting entitlement is restricted to shareholders recorded by April 8, 2025, and instructions for voting are reiterated for clarity.

Additional details:

Record Date: 2025-04-08


Annual Meeting Date: 2025-06-03


Meeting Time: 3:00 PM BST


Location: Third Floor, 23 Old Bond Street, London, United Kingdom W1S 4PZ


Board Re Elections: Sanj K. Patel, Thomas R. Malley, Richard S. Levy, Stephen R. Biggar, G. Bradley Cole, Barry D. Quart, Felix J. Baker, M. Cantey Boyd, Tracey L. McCain, Kimberly J. Popovits


Auditor Appointment: PricewaterhouseCoopers LLP (PwC) as UK statutory auditors


Us Auditor Appointment: PwC as US independent registered public accounting firm


Share Allotment Authorization: Up to $6,976.33, representing 35% of issued ordinary share capital


Liquidation Proposal: Authorize transaction with Kiniksa Bermuda for redemption of preference shares to facilitate liquidation.


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