Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K12B on 06/28/2024
DownloadSEC Document
SEC Filing
DownloadOn June 27, 2024 (the “Effective Date”), Kiniksa Pharmaceuticals, Ltd., a Bermuda exempted company limited by shares (“Kiniksa Bermuda”) and Kiniksa Pharmaceuticals International, plc, a public limited company incorporated under the laws of England and Wales (the “Company”) completed the previously announced transaction pursuant to which the Company became the successor issuer to Kiniksa Bermuda following the effectiveness of the Bermuda court-approved scheme of arrangement (the “Scheme”) on June 14, 2024. The Scheme was previously approved by Kiniksa Bermuda’s shareholders. Pursuant to the Scheme, the shareholders of Kiniksa Bermuda became shareholders of the Company and the Company became the ultimate parent and holding company of Kiniksa Bermuda, thereby effecting a change in the place of incorporation of Kiniksa Bermuda from Bermuda to the United Kingdom (the “Redomiciliation”).
In connection with the Redomiciliation, (i) each holder of Kiniksa Bermuda Class A common shares, par value of $0.000273235 per share (the “Class A Shares”) issued and outstanding immediately before the Redomiciliation was effected received class A ordinary shares, nominal value of $0.000273235 in the capital of the Company (“Class A Ordinary Shares”), on a one-for-one basis in respect of such issued and outstanding Class A Shares; (ii) each holder of Kiniksa Bermuda Class A1 shares, par value $0.000273235 per share (the “Class A1 Shares”) issued and outstanding immediately before the Redomiciliation was effected received class A1 ordinary shares, nominal value of $0.000273235 in the capital of the Company (“Class A1 Ordinary Shares”), on a one-for-one basis in respect of such outstanding Class A1 Shares; (iii) each holder of Kiniksa Bermuda Class B shares, par value $0.000273235 per share (the “Class B Shares”) issued and outstanding immediately before the Redomiciliation was effected received class B ordinary shares, nominal value of $0.000273235 in the capital of the Company (“Class B Ordinary Shares”), on a one-for-one basis in respect of such issued and outstanding Class B Shares; and (iv) each holder of Kiniksa Bermuda Class B1 shares, par value $0.000273235 per share (the “Class B1 Shares;” together with the Class A Shares, the Class A1 Shares and the Class B Shares, the “Common Shares”) issued and outstanding immediately before the Redomiciliation was effected received class B1 ordinary shares, nominal value of $0.000273235 in the capital of the Company (“Class B1 Ordinary Shares;” together with the Class A Ordinary Shares, Class A1 Ordinary Shares and Class B Ordinary Shares, the “Company Shares”) and, on a one-for-one basis in respect of such issued and outstanding Class B1 Shares; (v) Kiniksa Bermuda issued one Class A Share to the Company (the “Company Common Share”); (vi) all of the Common Shares in Kiniksa Bermuda save for the Company Common Share were cancelled; and (vii) Kiniksa Bermuda transferred all of its right, title and interest in its assets and assigned or novated (as the case may have been) all of its liabilities (if any) to the Company.
On the Effective Date, Kiniksa Bermuda delivered a copy of the order of the Supreme Court of Bermuda (the “Court”) sanctioning the Scheme to the Bermuda Registrar of Companies and the Scheme became effective and binding on all Kiniksa Bermuda shareholders as of the effective time of the Scheme (10:35 p.m. Eastern Time on June 27, 2024 (the “Redomiciliation Time”)), and Kiniksa Bermuda became a subsidiary of the Company, thereby consummating the Redomiciliation. In connection with the Redomiciliation, the Company has adopted the Articles of Association (the “Articles of Association”) in the form attached hereto as Exhibit 3.1.
The Class A Shares were previously listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “KNSA”. The Class A Ordinary Shares began trading on Nasdaq as of market open on June 28, 2024 under the symbol “KNSA”, the same symbol under which the Class A Shares traded prior to the Effective Date.