Liquidation: Kiniksa Pharmaceuticals International, plc
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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