|
Ireland
|
|
98-1455064
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
70 Sir John Rogerson's Quay, Dublin 2, Ireland
(Address of principal executive offices)
|
D02 R296
(Zip Code)
|
353 1 232 2000
(Registrant’s telephone number
including area code)
|
|
Title of each class
|
Trading symbol(s)
|
Name of Exchange on Which Registered
|
|
Ordinary Shares, $0.001 par value
|
STE
|
New York Stock Exchange
|
|
|
|
|
Page
|
|
Part I
|
|||
|
Item 1
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
Item 1A
|
|
||
|
Item 1B
|
|
||
|
Item 2
|
|
||
|
Item 3
|
|
||
|
Item 4
|
|
||
|
Part II
|
|||
|
Item 5
|
|
||
|
Item 6
|
|
||
|
Item 7
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
Item 7A
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
Item 8
|
|
||
|
Item 9
|
|
||
|
Item 9A
|
|
||
|
Item 9B
|
|
||
|
Part III
|
|||
|
Item 10
|
|
||
|
Item 11
|
|
||
|
Item 12
|
|
||
|
Item 13
|
|
||
|
Item 14
|
|
||
|
Part IV
|
|||
|
Item 15
|
|
||
|
Item 16
|
|
||
|
|
|
||
|
ITEM 1.
|
BUSINESS
|
|
Name
|
|
Age
|
|
Position
|
|
Kathleen L. Bardwell
|
|
63
|
|
Senior Vice President and Chief Compliance Officer
|
|
Karen L. Burton
|
|
51
|
|
Vice President, Controller and Chief Accounting Officer
|
|
Daniel A. Carestio
|
|
46
|
|
Senior Vice President and Chief Operating Officer
|
|
Dr. Adrian Coward
|
|
49
|
|
Senior Vice President, Healthcare Specialty Services
|
|
Michiel de Zwaan
|
|
47
|
|
Vice President and Chief Human Resources Officer
|
|
Gulam A. Khan
|
|
52
|
|
Senior Vice President, Procedural Solutions
|
|
Cary L. Majors
|
|
44
|
|
Vice President, North America Commercial Operations
|
|
Walter M Rosebrough, Jr.
|
|
65
|
|
President and Chief Executive Officer
|
|
Renato G. Tamaro
|
|
50
|
|
Vice President and Corporate Treasurer
|
|
Michael J. Tokich
|
|
50
|
|
Senior Vice President and Chief Financial Officer
|
|
J. Adam Zangerle
|
|
52
|
|
Senior Vice President, General Counsel, and Secretary
|
|
ITEM 1A.
|
RISK FACTORS
|
|
|
|
|
Risk or uncertainty
|
Discussion
|
|
Economic conditions and financial market access
|
|
|
Changes in economic climate may adversely affect us.
|
Adverse economic cycles or conditions, and Customer, regulatory or government response to those cycles or conditions, could affect our results of operations. The onset of these cycles or conditions may not be foreseeable and there can be no assurance when they will begin to improve after they occur. There also can be no assurance as to the strength or length of any recovery from a business downturn or recession. Credit and liquidity problems may make it difficult for some businesses to access credit markets and obtain financing and may cause some businesses to curtail spending to conserve cash in anticipation of persistent business slowdowns and liquidity needs. If our Customers have difficulty financing their purchases due to tight credit markets or related factors or because of other operational or utilization problems they may be experiencing or otherwise decide to curtail their purchases, our business could be adversely affected. Our exposure to bad debt losses could also increase if Customers are unable to pay for products previously ordered and delivered.
Many of our Customers are governmental entities or other entities that rely on government healthcare systems or government funding. If government funding for healthcare becomes limited or restricted in countries in which we operate, our Customers may be unable to pay their obligations on a timely basis or to make payment in full and it may become necessary to increase reserves. In addition, there can be no assurance that there will not be an increase in collection difficulties. Prospectively, additional adverse effects resulting from these conditions may include decreased healthcare utilization, further pricing pressure on our products and services, and/or weaker overall demand for our products and services, particularly capital products.
|
|
Our acquisition activity and ability to grow organically may be adversely affected if we are unable to continue to access the financial markets.
|
Our recent acquisitions have been financed largely through cash on hand and borrowings under our bank credit facilities. Future acquisitions or other capital requirements will necessitate additional cash. To the extent our existing sources of cash are insufficient to fund these or other future activities, we may need to raise additional funds through new or expanded borrowing arrangements or equity. There can be no assurance that we will be able to obtain additional funds beyond those available under existing bank credit facilities on terms favorable to us, or at all, or that such facilities can be replaced when they terminate.
|
|
Risk or uncertainty
|
Discussion
|
|
Healthcare laws and reimbursement
|
|
|
Changes in healthcare laws or government and other third-party payor reimbursement levels to healthcare providers, or failure to meet healthcare reimbursement or other requirements, might negatively impact our business.
|
We sell many of our products and services to hospitals and other healthcare providers and pharmaceutical manufacturers. Many of these Customers are subject to or supported by government programs or receive reimbursement for services from third-party payors, such as government programs, including Medicare and Medicaid in the U.S., private insurance plans, and managed care programs. Reimbursement systems vary significantly by country. Government-managed healthcare systems control reimbursement for healthcare services in many countries. Public budgetary constraints may significantly impact the ability of hospitals, pharmaceutical manufacturers, and other Customers supported by such systems to purchase our products. Government or other third-party payors may deny or change coverage, reduce their current levels of reimbursement for healthcare services, or otherwise implement measures to regulate pricing or contain costs. In addition, our costs may increase more rapidly than reimbursement levels or permissible pricing increases or we may not satisfy the standards or requirements for reimbursement.
Among other provisions, the U.S. Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, imposed an excise tax on medical devices manufactured or offered for sale in the United States. Early in 2018, U.S. Congress enacted legislation that extended the suspension of the excise tax, which suspension had been in place in since the beginning of calendar year 2016, for 2018 and 2019. Should the U.S. Congress take no further action with regard to this tax we will begin to incur excise tax in the fourth quarter of fiscal 2020. We incurred $5.8 million in medical device excise taxes for fiscal 2016. In addition, we have been required to commit significant resources to “Sunshine Act” compliance. Various additional health care reform proposals have emerged at the federal and state level, and we are unable to predict which, if any, of those proposals will be enacted.
|
|
|
|
|
We may be adversely affected by product liability claims or other legal actions or regulatory or compliance matters.
|
We face an inherent business risk of exposure to product liability claims and other legal and regulatory actions. A significant increase in the number, severity, amount, or scope of these claims and actions may, as described above with respect to recalls and restrictions, result in substantial costs and harm our reputation or otherwise adversely affect product sales and our business. Product liability claims and other legal and regulatory actions may also distract management from other business responsibilities.
We are also subject to a variety of other types of claims, proceedings, investigations, and litigation initiated by government agencies or third parties and other potential risks and liabilities. These include compliance matters, product regulation or safety, taxes, employee benefit plans, employment discrimination, health and safety, environmental, antitrust, customs, import/export, government contract compliance, financial controls or reporting, intellectual property, allegations of misrepresentation, false claims or false statements, commercial claims, claims regarding promotion of our products and services, or other similar or different matters. Any such claims, proceedings, investigations or litigation, regardless of the merits, might result in substantial costs, restrictions on product use or sales, or otherwise injure our business.
Administratively or judicially imposed or agreed sanctions might include warning letters, fines, civil penalties, criminal penalties, loss of tax benefits, injunctions, product seizure, recalls, suspensions or restrictions, re-labeling, detention, and/or debarment. We also might be required to take actions such as payment of substantial amounts, or revision of financial statements, or to take, or be subject to, the following types of actions with respect to our products, services, or business: redesign, re-label, restrict, or recall products; cease manufacturing and selling products; seizure of product inventory; comply with a court injunction restricting or prohibiting further marketing and sale of products or services; comply with a consent decree, which could result in further regulatory constraints; dedication of significant internal and external resources and costs to respond to and comply with legal and regulatory issues and constraints; respond to claims, litigation, and other proceedings brought by Customers, users, governmental agencies, and others; disruption of product improvements and product launches; discontinuation of certain product lines or services; or other restrictions or limitations on product sales, use or operation, or other activities or business practices.
Some product replacements or substitutions may not be possible or may be prohibitively costly or time consuming. The impact of any legal, regulatory, or compliance claims, proceeding, investigation, or litigation, is difficult to predict.
We maintain product liability and other insurance with coverages believed to be adequate. However, product liability or other claims may exceed insurance coverage limits, fines, penalties and regulatory sanctions may not be covered by insurance, or insurance may not continue to be available or available on commercially reasonable terms. Additionally, our insurers might deny claim coverage for valid or other reasons or may become insolvent.
|
|
Proposed legislation relating to the denial of U.S. federal or state governmental contracts to U.S. companies that redomicile abroad could adversely affect our business.
|
Various U.S. federal and state legislative proposals that would deny governmental contracts to redomiciled companies may adversely affect us if adopted into law. We are unable to predict the likelihood that any such proposed legislation might become law, the nature of regulations that may be promulgated under any future legislative enactments, or the effect such enactments or increased regulatory scrutiny could have on our business.
|
|
The U.S. Internal Revenue Service (the “IRS”) may not agree that we are a foreign corporation for U.S. federal tax purposes.
|
Although we are organized under the laws of Ireland and are a tax resident in Ireland for Irish tax purposes, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal tax purposes pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code” and such Section, “Section 7874”). For U.S. federal tax purposes, a company generally is considered to be a tax resident in the jurisdiction of its organization. Because we are organized under the laws of Ireland, we would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874, however, provides an exception to this general rule under which a non-U.S. organized entity may be treated as a U.S. corporation for U.S. federal tax purposes.
If we were to be treated as a U.S. corporation for U.S. federal tax purposes, we could be subject to substantial additional U.S. tax liability. Additionally, if we were treated as a U.S. corporation for U.S. federal tax purposes, non-U.S. holders of our ordinary shares would be subject to U.S. withholding tax on the gross amount of any dividends we paid to such shareholders. For Irish tax purposes, we are expected, regardless of any application of Section 7874, to be treated as an Ireland tax resident. Consequently, if we are treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, we could be liable for both U.S. and Ireland taxes, which could have a material adverse effect on our financial condition and results of operations.
|
|
Risk or uncertainty
|
Discussion
|
|
Competition
|
|
|
Our businesses are highly competitive, and if we fail to compete successfully, our revenues and results of operations may be hurt.
|
We operate in a highly competitive global environment. Our businesses compete with other broad-line manufacturers, as well as many smaller businesses specializing in particular products or services, primarily on the basis of brand, design, quality, safety, ease of use, serviceability, price, product features, warranty, delivery, service, and technical support. We face increased competition from new infection prevention, sterile processing, contamination control, surgical support, cleaning consumables, gastrointestinal endoscopy accessories, contract sterilization, and other products and services entering the market. Competitors and potential competitors also are attempting to develop alternate technologies and sterilizing agents, as well as disposable medical instruments and other devices designed to address the risk of contamination.
|
|
Consolidations among our healthcare and pharmaceutical Customers may result in a loss of Customers or more significant pricing pressures.
|
A number of our Customers have consolidated. These consolidations are due in part to healthcare cost reduction measures initiated by competitive pressures as well as legislators, regulators and third-party payors. This may result in greater pricing pressures on us and in some cases loss of Customers. Additional consolidations could result in a loss of Customers or more significant pricing pressures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We engage in acquisitions and affiliations, divestitures, and other business arrangements. Our growth may be adversely affected if we are unable to successfully identify, price, and integrate strategic business candidates or otherwise optimize our business portfolio.
|
Our success depends, in part, on strategic acquisitions and joint ventures, which are intended to complement or expand our businesses, divestiture of non-strategic businesses, and other actions intended to optimize our portfolio of businesses. This strategy depends upon our ability to identify, appropriately price, and complete these types of business development transactions or arrangements and to obtain any necessary financing. In the last several fiscal years we have made a number of acquisitions. We also completed several divestitures of non-strategic businesses or product lines during the last several years.
Our success with respect to these recent and future acquisitions will depend on our ability to integrate the businesses acquired, retain key personnel, realize identified cost synergies and otherwise execute our strategies. Our success will also depend on our ability to develop satisfactory working arrangements with our strategic partners in joint ventures or other affiliations, or to divest or realign businesses. Competition for strategic business candidates may result in increases in costs and price for acquisition candidates and market valuation issues may reduce the value available for divestiture of non-strategic businesses. These types of transactions are also subject to a number of other risks and uncertainties, including: delays in realizing or failure to realize anticipated benefits of the transactions; diversion of management’s time and attention from other business concerns; difficulties in retaining key employees, Customers, or suppliers of the acquired or divested businesses; difficulties in maintaining uniform standards, controls, procedures and policies, or other integration or divestiture difficulties; adverse effects on existing business relationships with suppliers or Customers; other events contributing to difficulties in generating future cash flows; risks associated with the assumption of contingent or other liabilities of acquisition targets or retention of liabilities for divested businesses and difficulties in obtaining financing.
|
|
If our continuing efforts to create a lean business and in-source production to reduce costs are not successful, our profitability may be hurt or our business otherwise might be adversely affected.
|
We have undertaken various activities to create a lean business, including in-sourcing. We continue to look for opportunities to in-source production that is currently provided by third parties.These activities may not produce the full efficiencies and cost reduction benefits that we expect or efficiencies and benefits might be delayed. Implementation costs also might exceed expectations.
|
|
Our business and results of operations may be adversely affected if we are unable to recruit and retain qualified management and other personnel or other compliance matters adversely impact our personnel.
|
Our continued success depends, in large part, on our ability to hire and retain highly qualified people and if we are unable to do so, our business and operations may be impaired or disrupted. Competition for highly qualified people is intense and there is no assurance that we will be successful in attracting or retaining replacements to fill vacant positions, successors to fill retirements or employees moving to new positions, or other highly qualified personnel. In addition, legal, regulatory or compliance matters create significant distraction or diversion of significant or unanticipated resources or attention that could have a material adverse effect on the responsibilities and retention of qualified employees.
|
|
We could experience a failure of a key information technology system, process or site or a breach of information security, including a cybersecurity breach or failure of one or more key information technology systems, networks, processes, associated sites or service providers.
|
We rely extensively on information technology (IT) systems to conduct business. In addition, we rely on networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business. Numerous and evolving cybersecurity threats pose potential risks to the security of our IT systems, networks and services, as well as the confidentiality, availability and integrity of our data. While we have made investments seeking to address these threats, including monitoring of networks and systems, hiring of experts, employee training and security policies for employees and third-party providers, the techniques used in these attacks change frequently and may be difficult to detect for periods of time and we may face difficulties in anticipating and implementing adequate preventative measures. If our IT systems are damaged or cease to function properly, the networks or service providers we rely upon fail to function properly, or we or one of our third-party providers suffer a loss or disclosure of our business or stakeholder information due to any number of causes ranging from catastrophic events or power outages to improper data handling or security breaches and our business continuity plans do not effectively address these failures on a timely basis, we may be exposed to reputational, competitive and business harm as well as litigation and regulatory action. Enforcement of the General Data Protection Regulation (“GDPR”) was effective as of May 2018. The GDPR is focused on the protection of personal data not merely the privacy of personal data. The GDPR creates a range of new compliance obligations and will significantly increase financial penalties for noncompliance (including possible fines of up to 4% of global annual revenues for the preceding financial year or €20 million (whichever is higher) for the most serious infringements).
|
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
|
ITEM 5.
|
MARKET FOR REGISTRANT’S ORDINARY EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
(a)
Total Number of
Shares Purchased
|
|
(b)
Average Price Paid
Per Share
|
|
(c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
|
|
(d)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the
Plans at Period End (dollars in thousands)
|
||||||
|
January 1-31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
103,979
|
|
|
February 1-28
|
|
96,500
|
|
|
121.88
|
|
|
96,500
|
|
|
92,217
|
|
||
|
March 1-31
|
|
108,893
|
|
|
121.57
|
|
|
108,893
|
|
|
78,979
|
|
||
|
Total
|
|
205,393
|
|
(1)
|
$
|
121.72
|
|
(1)
|
205,393
|
|
|
$
|
78,979
|
|
|
|
|
Years Ended March 31,
|
||||||||||||||||||
|
(in thousands, except per share data)
|
|
2019 (1) (2)
|
|
2018 (1) (2)
|
|
2017 (1) (2)
|
|
2016 (1) (2)
|
|
2015 (1) (2)
|
||||||||||
|
Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Revenues
|
|
$
|
2,782,170
|
|
|
$
|
2,619,996
|
|
|
$
|
2,612,756
|
|
|
$
|
2,238,764
|
|
|
$
|
1,850,263
|
|
|
Gross profit
|
|
1,175,427
|
|
|
1,092,746
|
|
|
1,026,213
|
|
|
895,348
|
|
|
774,301
|
|
|||||
|
Restructuring expenses
|
|
30,987
|
|
|
103
|
|
|
215
|
|
|
(820
|
)
|
|
(391
|
)
|
|||||
|
Income from continuing operations
|
|
411,465
|
|
|
399,883
|
|
|
226,206
|
|
|
237,576
|
|
|
225,214
|
|
|||||
|
Income taxes
|
|
64,394
|
|
|
63,360
|
|
|
74,015
|
|
|
60,299
|
|
|
73,756
|
|
|||||
|
Net income attributable to shareholders
|
|
304,051
|
|
|
290,915
|
|
|
109,965
|
|
|
110,763
|
|
|
135,064
|
|
|||||
|
Basic income per ordinary share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income
|
|
$
|
3.59
|
|
|
$
|
3.42
|
|
|
$
|
1.29
|
|
|
$
|
1.57
|
|
|
$
|
2.27
|
|
|
Shares used in computing net income per ordinary share – basic
|
|
84,577
|
|
|
85,028
|
|
|
85,473
|
|
|
70,698
|
|
|
59,413
|
|
|||||
|
Diluted income per ordinary share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income
|
|
$
|
3.56
|
|
|
$
|
3.39
|
|
|
$
|
1.28
|
|
|
$
|
1.56
|
|
|
$
|
2.25
|
|
|
Shares used in computing net income per ordinary share – diluted
|
|
85,468
|
|
|
85,713
|
|
|
86,094
|
|
|
71,184
|
|
|
60,045
|
|
|||||
|
Dividends per ordinary share
|
|
$
|
1.33
|
|
|
$
|
1.21
|
|
|
$
|
1.09
|
|
|
$
|
0.98
|
|
|
$
|
0.90
|
|
|
Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Working capital
|
|
$
|
588,539
|
|
|
$
|
591,195
|
|
|
$
|
636,219
|
|
|
$
|
571,919
|
|
|
$
|
437,101
|
|
|
Total assets
|
|
5,073,071
|
|
|
5,200,334
|
|
|
4,924,555
|
|
|
5,346,416
|
|
|
2,097,291
|
|
|||||
|
Long-term indebtedness
|
|
1,183,227
|
|
|
1,316,001
|
|
|
1,478,361
|
|
|
1,567,796
|
|
|
621,075
|
|
|||||
|
Total liabilities
|
|
1,887,273
|
|
|
1,983,034
|
|
|
2,114,422
|
|
|
2,307,524
|
|
|
1,023,645
|
|
|||||
|
Total shareholders’ equity
|
|
$
|
3,177,810
|
|
|
$
|
3,205,960
|
|
|
$
|
2,798,602
|
|
|
$
|
3,023,034
|
|
|
$
|
1,071,632
|
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
•
|
what factors affect our business;
|
|
•
|
what our earnings and costs were;
|
|
•
|
why those earnings and costs were different from the year before;
|
|
•
|
where our earnings came from;
|
|
•
|
how this affects our overall financial condition;
|
|
•
|
what our expenditures for capital projects were; and
|
|
•
|
where cash will come from to fund future debt principal repayments, growth outside of core operations, repurchase ordinary shares, pay cash dividends and fund future working capital needs.
|
|
•
|
Backlog – We define backlog as the amount of unfilled capital equipment purchase orders at a point in time. We use this figure as a measure to assist in the projection of short-term financial results and inventory requirements.
|
|
•
|
Debt-to-total capital – We define debt-to-total capital as total debt divided by the sum of total debt and shareholders’ equity. We use this figure as a financial liquidity measure to gauge our ability to borrow and fund growth.
|
|
•
|
Days sales outstanding (“DSO”) – We define DSO as the average collection period for accounts receivable. It is calculated as net accounts receivable divided by the trailing four quarters’ revenues, multiplied by 365 days. We use this figure to help gauge the quality of accounts receivable and expected time to collect.
|
|
•
|
Revenues – Our revenues are presented net of sales returns and allowances.
|
|
•
|
Product Revenues – We define product revenues as revenues generated from sales of consumable and capital equipment products.
|
|
•
|
Service Revenues – We define service revenues as revenues generated from parts and labor associated with the maintenance, repair, and installation of our capital equipment. Service revenues also include hospital sterilization services, instrument and scope repairs, and linen management as well as revenues generated from contract sterilization and laboratory services offered through our Applied Sterilization Technologies segment. Linen management services were divested in fiscal 2017.
|
|
•
|
Capital Equipment Revenues – We define capital equipment revenues as revenues generated from sales of capital equipment, which includes steam sterilizers, low temperature liquid chemical sterilant processing systems, including SYSTEM 1 and 1E, washing systems, VHP® technology, water stills, and pure steam generators; surgical lights and tables; and integrated OR.
|
|
•
|
Consumable Revenues – We define consumable revenues as revenues generated from sales of the consumable family of products, which includes SYSTEM 1 and 1E consumables, V-PRO consumables, gastrointestinal endoscopy accessories, sterility assurance products, skin care products, cleaning consumables, barrier product solutions and surgical instruments.
|
|
•
|
Recurring Revenues – We define recurring revenues as revenues generated from sales of consumable products and service revenues.
|
|
|
|
Years Ended March 31,
|
||||||||||
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net cash flows provided by operating activities
|
|
$
|
539,505
|
|
|
$
|
457,632
|
|
|
$
|
424,086
|
|
|
Purchases of property, plant, equipment and intangibles, net
|
|
(189,715
|
)
|
|
(165,457
|
)
|
|
(172,901
|
)
|
|||
|
Proceeds from the sale of property, plant, equipment and intangibles
|
|
5,567
|
|
|
2,094
|
|
|
4,846
|
|
|||
|
Free cash flow
|
|
$
|
355,357
|
|
|
$
|
294,269
|
|
|
$
|
256,031
|
|
|
|
|
Years Ended March 31,
|
|
|
|
Percent
|
|||||||||
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
|
Total revenues
|
|
$
|
2,782,170
|
|
|
$
|
2,619,996
|
|
|
$
|
162,174
|
|
|
6.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Revenues by type:
|
|
|
|
|
|
|
|
|
|||||||
|
Service revenues
|
|
1,486,145
|
|
|
1,399,363
|
|
|
86,782
|
|
|
6.2
|
%
|
|||
|
Consumable revenues
|
|
605,631
|
|
|
581,563
|
|
|
24,068
|
|
|
4.1
|
%
|
|||
|
Capital equipment revenues
|
|
690,394
|
|
|
639,070
|
|
|
51,324
|
|
|
8.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Revenues by geography:
|
|
|
|
|
|
|
|
|
|||||||
|
Ireland revenues
|
|
56,784
|
|
|
48,246
|
|
|
8,538
|
|
|
17.7
|
%
|
|||
|
United States revenues
|
|
1,976,814
|
|
|
1,836,414
|
|
|
140,400
|
|
|
7.6
|
%
|
|||
|
Other foreign revenues
|
|
748,572
|
|
|
735,336
|
|
|
13,236
|
|
|
1.8
|
%
|
|||
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
||||||||||
|
Gross profit:
|
|
|
|
|
|
|
|
|
|||||||
|
Product
|
|
$
|
593,730
|
|
|
$
|
574,456
|
|
|
$
|
19,274
|
|
|
3.4
|
%
|
|
Service
|
|
581,697
|
|
|
518,290
|
|
|
63,407
|
|
|
12.2
|
%
|
|||
|
Total gross profit
|
|
$
|
1,175,427
|
|
|
$
|
1,092,746
|
|
|
$
|
82,681
|
|
|
7.6
|
%
|
|
Gross profit percentage:
|
|
|
|
|
|
|
|
|
|||||||
|
Product
|
|
45.8
|
%
|
|
47.1
|
%
|
|
|
|
|
|||||
|
Service
|
|
39.1
|
%
|
|
37.0
|
%
|
|
|
|
|
|||||
|
Total gross profit percentage
|
|
42.2
|
%
|
|
41.7
|
%
|
|
|
|
|
|||||
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
||||||||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Selling, general, and administrative
|
|
$
|
669,937
|
|
|
$
|
631,978
|
|
|
$
|
37,959
|
|
|
6.0
|
%
|
|
Research and development
|
|
63,038
|
|
|
60,782
|
|
|
2,256
|
|
|
3.7
|
%
|
|||
|
Restructuring expenses
|
|
30,987
|
|
|
103
|
|
|
30,884
|
|
|
NM
|
|
|||
|
Total operating expenses
|
|
$
|
763,962
|
|
|
$
|
692,863
|
|
|
$
|
71,099
|
|
|
10.3
|
%
|
|
(dollars in thousands)
|
Fiscal 2019
Restructuring
Plan
|
||
|
Severance and other compensation related costs
|
$
|
5,651
|
|
|
Accelerated depreciation and amortization
|
16,194
|
|
|
|
Asset impairment
|
4,312
|
|
|
|
Lease termination costs and other
|
4,830
|
|
|
|
Product rationalization (1)
|
9,721
|
|
|
|
Total restructuring expenses
|
$
|
40,708
|
|
|
|
|
Years Ended March 31,
|
|
|
||||||||
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
||||||
|
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
|
Interest expense
|
|
$
|
45,015
|
|
|
$
|
50,629
|
|
|
$
|
(5,614
|
)
|
|
Interest income and miscellaneous expense
|
|
(3,020
|
)
|
|
(5,728
|
)
|
|
2,708
|
|
|||
|
Non-operating expenses, net
|
|
$
|
41,995
|
|
|
$
|
44,901
|
|
|
$
|
(2,906
|
)
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
||||||||
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
|||||||||
|
Income tax expense
|
|
$
|
64,394
|
|
|
$
|
63,360
|
|
|
$
|
1,034
|
|
|
1.6%
|
|
Effective income tax rate
|
|
17.4
|
%
|
|
17.8
|
%
|
|
|
|
|
||||
|
|
|
Years ended March 31,
|
|
|
|
Percent
|
|||||||||
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
|
Healthcare Products
|
|
$
|
1,338,428
|
|
|
$
|
1,276,054
|
|
|
$
|
62,374
|
|
|
4.9
|
%
|
|
Healthcare Specialty Services
|
|
510,057
|
|
|
469,065
|
|
|
40,992
|
|
|
8.7
|
%
|
|||
|
Life Sciences
|
|
378,558
|
|
|
361,590
|
|
|
16,968
|
|
|
4.7
|
%
|
|||
|
Applied Sterilization Technologies
|
|
555,127
|
|
|
513,287
|
|
|
41,840
|
|
|
8.2
|
%
|
|||
|
Total revenues
|
|
$
|
2,782,170
|
|
|
$
|
2,619,996
|
|
|
$
|
162,174
|
|
|
6.2
|
%
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|||||||
|
Healthcare Products
|
|
323,684
|
|
|
294,162
|
|
|
29,522
|
|
|
10.0
|
%
|
|||
|
Healthcare Specialty Services
|
|
64,222
|
|
|
58,458
|
|
|
5,764
|
|
|
9.9
|
%
|
|||
|
Life Sciences
|
|
132,129
|
|
|
123,889
|
|
|
8,240
|
|
|
6.7
|
%
|
|||
|
Applied Sterilization Technologies
|
|
221,828
|
|
|
196,297
|
|
|
25,531
|
|
|
13.0
|
%
|
|||
|
Corporate
|
|
(184,900
|
)
|
|
(162,999
|
)
|
|
(21,901
|
)
|
|
13.4
|
%
|
|||
|
Total operating income before adjustments
|
|
$
|
556,963
|
|
|
$
|
509,807
|
|
|
$
|
47,156
|
|
|
9.2
|
%
|
|
Less: Adjustments
|
|
|
|
|
|
|
|
|
|||||||
|
Amortization of inventory and property "step up" to
fair value (1)
|
|
2,440
|
|
|
1,599
|
|
|
|
|
|
|||||
|
Amortization of acquired intangible assets (1)
|
|
86,878
|
|
|
67,793
|
|
|
|
|
|
|||||
|
Acquisition and integration related transaction charges (2)
|
|
8,901
|
|
|
16,211
|
|
|
|
|
|
|||||
|
(Gain) on fair value adjustment of acquisition related contingent consideration
|
|
(842
|
)
|
|
(593
|
)
|
|
|
|
|
|||||
|
Net (gain) loss on divestiture of businesses (1)
|
|
(1,370
|
)
|
|
14,547
|
|
|
|
|
|
|||||
|
Impact of the U.S. Tax Cuts and Jobs Act (3)
|
|
—
|
|
|
10,264
|
|
|
|
|
|
|||||
|
Redomiciliation costs (4)
|
|
8,783
|
|
|
—
|
|
|
|
|
|
|||||
|
Restructuring charges (5)
|
|
40,708
|
|
|
103
|
|
|
|
|
|
|||||
|
Total operating income
|
|
$
|
411,465
|
|
|
$
|
399,883
|
|
|
|
|
|
|||
|
|
|
Years Ended March 31,
|
|
|
|
Percent
|
|||||||||
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|||||||
|
Total revenues
|
|
$
|
2,619,996
|
|
|
$
|
2,612,756
|
|
|
$
|
7,240
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Revenues by type:
|
|
|
|
|
|
|
|
|
|||||||
|
Service revenues
|
|
1,399,363
|
|
|
1,414,437
|
|
|
(15,074
|
)
|
|
(1.1
|
)%
|
|||
|
Consumable revenues
|
|
581,563
|
|
|
558,834
|
|
|
22,729
|
|
|
4.1
|
%
|
|||
|
Capital equipment revenues
|
|
639,070
|
|
|
639,485
|
|
|
(415
|
)
|
|
(0.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Revenues by geography:
|
|
|
|
|
|
|
|
|
|||||||
|
Ireland revenues
|
|
48,246
|
|
|
42,733
|
|
|
5,513
|
|
|
12.9
|
%
|
|||
|
United States revenues
|
|
1,836,414
|
|
|
1,803,457
|
|
|
32,957
|
|
|
1.8
|
%
|
|||
|
Other foreign revenues
|
|
735,336
|
|
|
766,566
|
|
|
(31,230
|
)
|
|
(4.1
|
)%
|
|||
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
||||||||||
|
Gross profit:
|
|
|
|
|
|
|
|
|
|||||||
|
Product
|
|
$
|
574,456
|
|
|
$
|
574,299
|
|
|
$
|
157
|
|
|
—
|
%
|
|
Service
|
|
518,290
|
|
|
451,914
|
|
|
66,376
|
|
|
14.7
|
%
|
|||
|
Total gross profit
|
|
$
|
1,092,746
|
|
|
$
|
1,026,213
|
|
|
$
|
66,533
|
|
|
6.5
|
%
|
|
Gross profit percentage:
|
|
|
|
|
|
|
|
|
|||||||
|
Product
|
|
47.1
|
%
|
|
47.9
|
%
|
|
|
|
|
|||||
|
Service
|
|
37.0
|
%
|
|
32.0
|
%
|
|
|
|
|
|||||
|
Total gross profit percentage
|
|
41.7
|
%
|
|
39.3
|
%
|
|
|
|
|
|||||
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
|||||||||
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
||||||||||
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Selling, general, and administrative
|
|
$
|
631,978
|
|
|
$
|
682,039
|
|
|
$
|
(50,061
|
)
|
|
(7.3
|
)%
|
|
Goodwill impairment loss
|
|
—
|
|
|
58,356
|
|
|
(58,356
|
)
|
|
NM
|
|
|||
|
Research and development
|
|
60,782
|
|
|
59,397
|
|
|
1,385
|
|
|
2.3
|
%
|
|||
|
Restructuring expenses
|
|
103
|
|
|
215
|
|
|
(112
|
)
|
|
NM
|
|
|||
|
Total operating expenses
|
|
$
|
692,863
|
|
|
$
|
800,007
|
|
|
$
|
(107,144
|
)
|
|
(13.4
|
)%
|
|
|
|
Years Ended March 31,
|
|
|
||||||||
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
Change
|
||||||
|
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
|
Interest expense
|
|
$
|
50,629
|
|
|
$
|
44,520
|
|
|
$
|
6,109
|
|
|
Interest income and miscellaneous expense
|
|
(5,728
|
)
|
|
(2,960
|
)
|
|
(2,768
|
)
|
|||
|
Non-operating expenses, net
|
|
$
|
44,901
|
|
|
$
|
41,560
|
|
|
$
|
3,341
|
|
|
|
|
Years Ended March 31,
|
|
Change
|
|
Percent
Change
|
||||||||
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
|||||||||
|
Income tax expense
|
|
$
|
63,360
|
|
|
$
|
74,015
|
|
|
$
|
(10,655
|
)
|
|
(14.4)%
|
|
Effective income tax rate
|
|
17.8
|
%
|
|
40.1
|
%
|
|
|
|
|
||||
|
|
|
Years ended March 31,
|
|
|
|
Percent
|
|||||||||
|
(dollars in thousands)
|
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
|
Healthcare Products
|
|
$
|
1,276,054
|
|
|
$
|
1,266,517
|
|
|
$
|
9,537
|
|
|
0.8
|
%
|
|
Healthcare Specialty Services
|
|
469,065
|
|
|
539,536
|
|
|
(70,471
|
)
|
|
(13.1
|
)%
|
|||
|
Life Sciences
|
|
361,590
|
|
|
328,866
|
|
|
32,724
|
|
|
10.0
|
%
|
|||
|
Applied Sterilization Technologies
|
|
513,287
|
|
|
477,837
|
|
|
35,450
|
|
|
7.4
|
%
|
|||
|
Total revenues
|
|
$
|
2,619,996
|
|
|
$
|
2,612,756
|
|
|
$
|
7,240
|
|
|
0.3
|
%
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|||||||
|
Healthcare Products
|
|
294,162
|
|
|
285,177
|
|
|
8,985
|
|
|
3.2
|
%
|
|||
|
Healthcare Specialty Services
|
|
58,458
|
|
|
41,019
|
|
|
17,439
|
|
|
42.5
|
%
|
|||
|
Life Sciences
|
|
123,889
|
|
|
109,953
|
|
|
13,936
|
|
|
12.7
|
%
|
|||
|
Applied Sterilization Technologies
|
|
196,297
|
|
|
176,397
|
|
|
19,900
|
|
|
11.3
|
%
|
|||
|
Corporate
|
|
(162,999
|
)
|
|
(137,403
|
)
|
|
(25,596
|
)
|
|
18.6
|
%
|
|||
|
Total operating income before adjustments
|
|
$
|
509,807
|
|
|
$
|
475,143
|
|
|
$
|
36,846
|
|
|
7.7
|
%
|
|
Less: Adjustments
|
|
|
|
|
|
|
|
|
|||||||
|
Goodwill impairment loss (1)
|
|
—
|
|
|
58,356
|
|
|
|
|
|
|||||
|
Amortization of inventory and property "step up" to fair value (2)
|
|
1,599
|
|
|
4,743
|
|
|
|
|
|
|||||
|
Amortization of acquired intangible assets (2)
|
|
67,793
|
|
|
66,398
|
|
|
|
|
|
|||||
|
Acquisition related transaction and integration charges (3)
|
|
16,211
|
|
|
30,082
|
|
|
|
|
|
|||||
|
(Gain) loss on fair value adjustment of acquisition related contingent consideration
|
|
(593
|
)
|
|
2,569
|
|
|
|
|
|
|||||
|
Net loss on divestiture of businesses (2)
|
|
14,547
|
|
|
86,574
|
|
|
|
|
|
|||||
|
Impact of the U.S. Tax Cuts and Jobs Act (4)
|
|
10,264
|
|
|
—
|
|
|
|
|
|
|||||
|
Restructuring charges
|
|
103
|
|
|
215
|
|
|
|
|
|
|||||
|
Total operating income
|
|
$
|
399,883
|
|
|
$
|
226,206
|
|
|
|
|
|
|||
|
|
|
Years Ended March 31,
|
||||||||||
|
(dollars in thousands)
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net cash provided by operating activities
|
|
$
|
539,505
|
|
|
$
|
457,632
|
|
|
$
|
424,086
|
|
|
Net cash used in investing activities
|
|
(213,224
|
)
|
|
(203,829
|
)
|
|
(104,255
|
)
|
|||
|
Net cash used in financing activities
|
|
(294,792
|
)
|
|
(356,184
|
)
|
|
(267,099
|
)
|
|||
|
Debt-to-total capital ratio
|
|
27.1
|
%
|
|
29.1
|
%
|
|
34.6
|
%
|
|||
|
Free cash flow
|
|
$
|
355,357
|
|
|
$
|
294,269
|
|
|
$
|
256,031
|
|
|
•
|
Net cash provided by operating activities increased in fiscal 2019 by 17.9%, as compared to fiscal 2018. Net cash provided by operating activities increased 7.9% in fiscal 2018 compared to fiscal 2017. The improvement in both years was primarily due to higher earnings and lower requirements to fund operating assets and liabilities.
|
|
•
|
Purchases of property, plant, equipment, and intangibles, net – Capital expenditures totaled $189.7 million during fiscal 2019, $165.5 million during fiscal 2018 and $172.9 million during fiscal 2017.
|
|
•
|
Proceeds from the sale of property, plant, equipment and intangibles – During fiscal 2019, 2018 and 2017 we received $5.6 million, $2.1 million and $4.8 million, respectively, for proceeds from the sale of property, plant, equipment and intangibles.
|
|
•
|
Proceeds from the sale of business – During fiscal 2019, 2018 and 2017 we received $2.5 million, $8.9 million and $135.7 million, respectively, for proceeds from the sale of certain non-core businesses. For more information, refer to our Note 18 to our consolidated financial statements, titled "Business Acquisitions and Divestitures".
|
|
•
|
Purchases of investments – During fiscal 2019, we completed an equity investment for approximately $5.0 million. During fiscal 2017, we invested an additional $6.4 million in the common stock of Servizi Italia, S.p.A., a leading provider of integrated linen washing and outsourced sterile processing services to hospital Customers.
|
|
•
|
Investments in business, net of cash acquired – During fiscal 2019, 2018 and 2017, we used $13.3 million, $46.3 million and $65.6 million respectively, for acquisitions. For more information on these acquisitions refer to Note 18 to our consolidated financial statements titled, "Business Acquisitions and Divestitures".
|
|
•
|
Other – During fiscal 2019 and 2018 we provided approximately $13.4 and $3.1 million, respectively under borrowing agreements. For more information on these agreements. For more information, refer to our Note 18 to our consolidated financial statements, titled "Business Acquisitions and Divestitures".
|
|
•
|
Proceeds from the issuance of long-term obligations – On February 27, 2017, we issued and sold to various institutional investors fixed-rate Series A Senior Notes, in the aggregate principal amount of $95.0 million, €99.0 million, and £75.0 million or a total of approximately $293.7 million. We provide additional information about our debt structure in Note 6 to our consolidated financial statements titled, “Debt,” and in this section of the MD&A titled, “Liquidity and Capital Resources” in the subsection titled, “Sources of Credit.”
|
|
•
|
Payments on long-term obligations – During fiscal 2019 we repaid $85.0 million in private placement notes that matured on August 15, 2018. During fiscal 2018 and fiscal 2017 we repaid $222.5 million and $172.5 million, respectively on our bank term loan.
|
|
•
|
Proceeds under credit facilities, net – At the end of fiscal 2019, $301.8 million of debt was outstanding under our bank credit facility, compared to $331.2 million and $521.6 million of debt outstanding under this facility at the end of fiscal 2018 and 2017, respectively. We provide additional information about our bank credit facility including the fiscal 2018 refinancing in Note 6 to our consolidated financial statements titled, “Debt”.
|
|
•
|
Repurchases of shares – During fiscal 2019, we purchased 659,393 of our ordinary shares in the aggregate amount of $73.2 million, which included $0.4 million of taxes and commissions. We also obtained 112,356 of our ordinary shares in connection with our stock-based compensation award programs in the amount of $8.3 million during fiscal 2019. During fiscal 2018, we purchased 656,663 of our ordinary shares in the aggregate amount of $58.5 million, which included $0.3 million of taxes and commissions. We also obtained 127,903 of our ordinary shares in connection with our stock-based compensation award programs in the amount $7.0 million. During fiscal 2017, we purchased 1,286,183 of our ordinary shares in the aggregate amount of $90.5 million, which included $0.5 million of taxes and commissions. We also obtained 168,906 of our ordinary shares in connection with our stock-based compensation award programs in the amount $7.0 million. We provide additional information about our share repurchases in Note 13 to our consolidated financial statements titled, “Repurchases of Ordinary Shares.”
|
|
•
|
Deferred financing fees and debt issuance costs – We paid $0.5 million, $2.0 million and $1.1 million in fiscal 2019, 2018 and 2017, respectively, for financing fees and debt issuance costs related to our Credit Agreement and Private Placement debt. For more information on our debt refer to Note 6 to our consolidated financial statements titled, "Debt".
|
|
•
|
Cash dividends paid to ordinary shareholders – During fiscal 2019, we paid cash dividends totaling $112.5 million or $1.33 per outstanding share. During fiscal 2018, we paid cash dividends totaling $102.9 million or $1.21 per outstanding share. During fiscal 2017, we paid cash dividends totaling $93.2 million, or $1.09 per outstanding share.
|
|
•
|
Stock option and other equity transactions, net – We generally receive cash for issuing shares upon the exercise of options under our employee stock option program. During fiscal 2019, fiscal 2018 and fiscal 2017, we received cash proceeds totaling $13.3 million, $11.1 million, and $5.0 million, respectively, under these programs. During fiscal 2018 we also paid dividends in the amount of $1.4 million to minority interest shareholders.
|
|
(dollars in thousands)
|
Maximum
Amounts
Available
|
|
Reductions in
Available Credit
Facility for Other
Financial Instruments
|
|
March 31, 2019 Amounts
Outstanding
|
|
March 31, 2019 Amounts
Available
|
||||||||
|
Sources of Credit
|
|
|
|
|
|
|
|
||||||||
|
Private placement
|
$
|
884,967
|
|
|
$
|
—
|
|
|
$
|
884,967
|
|
|
$
|
—
|
|
|
Credit Agreement (1)
|
1,000,000
|
|
|
4,763
|
|
|
301,846
|
|
|
693,391
|
|
||||
|
Total Sources of Credit
|
$
|
1,884,967
|
|
|
$
|
4,763
|
|
|
$
|
1,186,813
|
|
|
$
|
693,391
|
|
|
•
|
On March 23, 2018, STERIS UK and certain of its subsidiaries entered into a Credit Agreement (the "Credit Agreement") with various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent. STERIS Ireland subsequently became a borrower and guarantor under the Credit Agreement. The Credit Agreement replaced a bank credit facility dated March 31, 2015. The Credit Agreement provides up to $1.0 billion of credit, in the form of a revolver facility, which may be utilized for revolving credit borrowings, swing line borrowings and letters of credit, with sublimits for swing line borrowings and letters of credit. The revolver facility may be increased in specified circumstances by up to $500.0 million. The Credit Agreement will mature on March 23, 2023, and all unpaid borrowings, together with accrued and unpaid interest thereon, are repayable on that date. The Credit Agreement contains leverage and interest coverage covenants. Borrowings may be taken in U.S. dollars, euros, and pounds sterling and certain other specified currencies and bear interest at our option based upon either the Base Rate or the Eurocurrency Rate, plus the Applicable Margin in effect from time to time under the Credit Agreement. The Applicable Margin is determined based on the ratio of Consolidated Total Debt to Consolidated EBITDA (as such terms are defined in the Credit Agreement). Interest on Base Rate Advances is payable quarterly in arrears and interest on Eurocurrency Rate Advances is payable at the end of the relevant interest period therefor, but in no event less frequently than every three months. Borrowings at closing were used to repay outstanding balances of debt outstanding under the former bank credit facility dated March 31, 2015 that was scheduled to mature on March 31, 2020 and for other general corporate purposes.
|
|
•
|
The Credit Agreement was amended in March 2019, in connection with the Redomiciliation to permit the Redomiciliation. The amendments did not effect any material changes in the terms of the Credit Agreement regarding borrowings or the issuance of letters of credit.
|
|
(dollars in thousands)
|
|
Applicable Note Purchase Agreement
|
|
Maturity Date
|
|
U.S. Dollar Value at March 31, 2019
|
||
|
$35,000 Senior notes at 6.43%
|
|
2008 Private Placement
|
|
August 2020
|
|
35,000
|
|
|
|
$91,000 Senior notes at 3.20%
|
|
2012 Private Placement
|
|
December 2022
|
|
91,000
|
|
|
|
$80,000 Senior notes at 3.35%
|
|
2012 Private Placement
|
|
December 2024
|
|
80,000
|
|
|
|
$25,000 Senior notes at 3.55%
|
|
2012 Private Placement
|
|
December 2027
|
|
25,000
|
|
|
|
$125,000 Senior notes at 3.45%
|
|
2015 Private Placement
|
|
May 2025
|
|
125,000
|
|
|
|
$125,000 Senior notes at 3.55%
|
|
2015 Private Placement
|
|
May 2027
|
|
125,000
|
|
|
|
$100,000 Senior notes at 3.70%
|
|
2015 Private Placement
|
|
May 2030
|
|
100,000
|
|
|
|
$50,000 Senior notes at 3.93%
|
|
2017 Private Placement
|
|
February 2027
|
|
50,000
|
|
|
|
€60,000 Senior notes at 1.86%
|
|
2017 Private Placement
|
|
February 2027
|
|
67,352
|
|
|
|
$45,000 Senior notes at 4.03%
|
|
2017 Private Placement
|
|
February 2029
|
|
45,000
|
|
|
|
€20,000 Senior notes at 2.04%
|
|
2017 Private Placement
|
|
February 2029
|
|
22,450
|
|
|
|
£45,000 Senior notes at 3.04%
|
|
2017 Private Placement
|
|
February 2029
|
|
58,702
|
|
|
|
€19,000 Senior notes at 2.30%
|
|
2017 Private Placement
|
|
February 2032
|
|
21,328
|
|
|
|
£30,000 Senior notes at 3.17%
|
|
2017 Private Placement
|
|
February 2032
|
|
39,135
|
|
|
|
Total Senior Notes
|
|
|
|
|
|
$
|
884,967
|
|
|
•
|
On February 27, 2017, STERIS UK issued and sold an aggregate principal amount of $95.0 million, €99.0 million, and £75.0 million, of senior notes in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933. These notes have maturities of between 10 and 15 years from the issue date. The agreement governing these notes contains leverage and interest coverage covenants.
|
|
•
|
On May 15, 2015, STERIS Corporation issued and sold $350.0 million of senior notes, in a private placement to certain institutional investors in an offering that was exempt from the registration requirements of the Securities Act of 1933. These notes have maturities of 10 to 15 years from the issue date. The agreement governing these notes contains leverage and interest coverage covenants.
|
|
•
|
The agreements governing certain senior notes issued and sold in February 2013, December 2012, and August 2008, were amended and restated in their entirety on March 31, 2015. All of these notes were issued and sold in private placements to certain institutional investors in offerings that were exempt from the registration requirements of the Securities Act of 1933. The amended and restated agreements, which have been consolidated into a single agreement for the 2013 and 2012 notes, and a separate single agreement for the 2008 notes, contain leverage and interest coverage covenants.
|
|
•
|
All of the note agreements were amended in March 2019, in connection with the Redomiciliation. The amendments waived certain repurchase rights of the note holders and increased the size of certain baskets to more closely align with Credit Agreement baskets.
|
|
|
|
Payments due by March 31,
|
|
|
||||||||||||||||||||
|
(dollars in thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and thereafter
|
|
Total
|
||||||||||||
|
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Debt
|
|
$
|
—
|
|
|
$
|
35,033
|
|
|
$
|
—
|
|
|
$
|
392,846
|
|
|
$
|
758,967
|
|
|
$
|
1,186,846
|
|
|
Operating leases
|
|
24,008
|
|
|
18,567
|
|
|
13,917
|
|
|
11,929
|
|
|
93,939
|
|
|
162,360
|
|
||||||
|
Purchase obligations
|
|
106,045
|
|
|
34,504
|
|
|
26,571
|
|
|
11,007
|
|
|
—
|
|
|
178,127
|
|
||||||
|
Benefit payments under defined benefit plans
|
|
5,613
|
|
|
5,767
|
|
|
5,928
|
|
|
6,441
|
|
|
40,356
|
|
|
64,105
|
|
||||||
|
Trust assets available for benefit payments under defined benefit plans
|
|
(5,613
|
)
|
|
(5,767
|
)
|
|
(5,928
|
)
|
|
(6,441
|
)
|
|
(40,356
|
)
|
|
(64,105
|
)
|
||||||
|
Benefit payments under other post-retirement benefits plans
|
|
1,633
|
|
|
1,499
|
|
|
1,394
|
|
|
1,261
|
|
|
5,383
|
|
|
11,170
|
|
||||||
|
Expected contributions to defined benefit plans
|
|
3,781
|
|
|
3,971
|
|
|
4,169
|
|
|
2,110
|
|
|
—
|
|
|
14,031
|
|
||||||
|
Total Contractual Obligations
|
|
$
|
135,467
|
|
|
$
|
93,574
|
|
|
$
|
46,051
|
|
|
$
|
419,153
|
|
|
$
|
858,289
|
|
|
$
|
1,552,534
|
|
|
|
|
Amount of Commitment Expiring March 31,
|
|
|
||||||||||||||||||||
|
(dollars in thousands)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and thereafter
|
|
Totals
|
||||||||||||
|
Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Letters of credit and surety bonds
|
|
$
|
50,382
|
|
|
$
|
6,465
|
|
|
$
|
6,829
|
|
|
$
|
1,088
|
|
|
$
|
1,207
|
|
|
$
|
65,971
|
|
|
Letters of credit as security for self-insured risk retention policies
|
|
7,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,794
|
|
||||||
|
Total Commercial Commitments
|
|
$
|
58,176
|
|
|
$
|
6,465
|
|
|
$
|
6,829
|
|
|
$
|
1,088
|
|
|
$
|
1,207
|
|
|
$
|
73,765
|
|
|
|
Synergy Health plc
|
Isotron BV
|
Synergy Health Daniken AG
|
Synergy Health Radeberg
|
Synergy Health Allershausen
|
Harwell Dosimeters Ltd
|
U.S. Post-
Retirement Benefits Plan
|
|||||||
|
Funding Status
|
Funded
|
Funded
|
Funded
|
Unfunded
|
Unfunded
|
Funded
|
Unfunded
|
|||||||
|
Assumptions used to determine March 31, 2019
|
|
|
|
|
|
|
|
|||||||
|
Benefit obligations:
|
|
|
|
|
|
|
|
|||||||
|
Discount rate
|
2.50
|
%
|
1.20
|
%
|
0.85
|
%
|
1.60
|
%
|
1.60
|
%
|
2.35
|
%
|
3.50
|
%
|
|
Assumptions used to determine fiscal 2019
|
|
|
|
|
|
|
|
|||||||
|
Net periodic benefit costs:
|
|
|
|
|
|
|
|
|||||||
|
Discount rate
|
2.50
|
%
|
1.60
|
%
|
0.95
|
%
|
1.60
|
%
|
1.60
|
%
|
2.55
|
%
|
3.50
|
%
|
|
Expected return on plan assets
|
5.02
|
%
|
1.60
|
%
|
1.20
|
%
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
|
100 Basis Point
|
||||||
|
(dollars in thousands)
|
Increase
|
|
Decrease
|
||||
|
Effect on total service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
|
Effect on postretirement benefit obligation
|
11
|
|
|
(11
|
)
|
||
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
|
Page
|
|
|
||
|
|
Consolidated Financial Statements:
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Financial Statement Schedule:
|
|
|
|
||
|
March 31,
|
|
2019
|
|
2018
|
||||
|
Assets
|
|
|
|
|
||||
|
Current assets:
|
|
|
|
|
||||
|
Cash and cash equivalents
|
|
$
|
220,633
|
|
|
$
|
201,534
|
|
|
Accounts receivable (net of allowances of $9,645 and $12,472, respectively)
|
|
564,830
|
|
|
528,066
|
|
||
|
Inventories, net
|
|
208,243
|
|
|
205,731
|
|
||
|
Prepaid expenses and other current assets
|
|
60,029
|
|
|
54,326
|
|
||
|
Total current assets
|
|
1,053,735
|
|
|
989,657
|
|
||
|
Property, plant, and equipment, net
|
|
1,031,582
|
|
|
1,010,524
|
|
||
|
Goodwill
|
|
2,322,928
|
|
|
2,433,784
|
|
||
|
Intangibles, net
|
|
604,614
|
|
|
726,980
|
|
||
|
Other assets
|
|
60,212
|
|
|
39,389
|
|
||
|
Total assets
|
|
$
|
5,073,071
|
|
|
$
|
5,200,334
|
|
|
Liabilities and equity
|
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
|
||||
|
Accounts payable
|
|
$
|
152,913
|
|
|
$
|
135,866
|
|
|
Accrued income taxes
|
|
15,460
|
|
|
379
|
|
||
|
Accrued payroll and other related liabilities
|
|
109,058
|
|
|
94,000
|
|
||
|
Accrued expenses and other
|
|
187,765
|
|
|
168,217
|
|
||
|
Total current liabilities
|
|
465,196
|
|
|
398,462
|
|
||
|
Long-term indebtedness
|
|
1,183,227
|
|
|
1,316,001
|
|
||
|
Deferred income taxes, net
|
|
151,038
|
|
|
159,971
|
|
||
|
Other liabilities
|
|
87,812
|
|
|
108,600
|
|
||
|
Total liabilities
|
|
$
|
1,887,273
|
|
|
$
|
1,983,034
|
|
|
Commitments and contingencies (see Note 10)
|
|
|
|
|
|
|
||
|
Preferred shares, with $0.001 and £0.10 par value, respectively; 50,000 and 100 shares authorized, respectively; 0 and 100 issued and outstanding, respectively
|
|
—
|
|
|
15
|
|
||
|
Ordinary shares, with $75.00 and £0.10 par value, respectively; 500,000 shares and £17,006 shares aggregate par value authorized, respectively; 84,517 and 84,747 ordinary shares issued and outstanding, respectively
|
|
1,998,564
|
|
|
2,048,037
|
|
||
|
Retained earnings
|
|
1,339,024
|
|
|
1,146,223
|
|
||
|
Accumulated other comprehensive income (loss)
|
|
(159,778
|
)
|
|
11,685
|
|
||
|
Total shareholders’ equity
|
|
3,177,810
|
|
|
3,205,960
|
|
||
|
Noncontrolling interests
|
|
7,988
|
|
|
11,340
|
|
||
|
Total equity
|
|
3,185,798
|
|
|
3,217,300
|
|
||
|
Total liabilities and equity
|
|
$
|
5,073,071
|
|
|
$
|
5,200,334
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Product
|
|
$
|
1,296,025
|
|
|
$
|
1,220,633
|
|
|
$
|
1,198,319
|
|
|
Service
|
|
1,486,145
|
|
|
1,399,363
|
|
|
1,414,437
|
|
|||
|
Total revenues
|
|
2,782,170
|
|
|
2,619,996
|
|
|
2,612,756
|
|
|||
|
Cost of revenues:
|
|
|
|
|
|
|
||||||
|
Product
|
|
702,295
|
|
|
646,177
|
|
|
624,020
|
|
|||
|
Service
|
|
904,448
|
|
|
881,073
|
|
|
962,523
|
|
|||
|
Total cost of revenues
|
|
1,606,743
|
|
|
1,527,250
|
|
|
1,586,543
|
|
|||
|
Gross profit
|
|
1,175,427
|
|
|
1,092,746
|
|
|
1,026,213
|
|
|||
|
Operating expenses:
|
|
|
|
|
|
|
||||||
|
Selling, general, and administrative
|
|
669,937
|
|
|
631,978
|
|
|
682,039
|
|
|||
|
Goodwill impairment loss
|
|
—
|
|
|
—
|
|
|
58,356
|
|
|||
|
Research and development
|
|
63,038
|
|
|
60,782
|
|
|
59,397
|
|
|||
|
Restructuring expenses
|
|
30,987
|
|
|
103
|
|
|
215
|
|
|||
|
Total operating expenses
|
|
763,962
|
|
|
692,863
|
|
|
800,007
|
|
|||
|
Income from operations
|
|
411,465
|
|
|
399,883
|
|
|
226,206
|
|
|||
|
Non-operating expenses, net:
|
|
|
|
|
|
|
||||||
|
Interest expense
|
|
45,015
|
|
|
50,629
|
|
|
44,520
|
|
|||
|
Interest income and miscellaneous expense
|
|
(3,020
|
)
|
|
(5,728
|
)
|
|
(2,960
|
)
|
|||
|
Total non-operating expenses, net
|
|
41,995
|
|
|
44,901
|
|
|
41,560
|
|
|||
|
Income before income tax expense
|
|
369,470
|
|
|
354,982
|
|
|
184,646
|
|
|||
|
Income tax expense
|
|
64,394
|
|
|
63,360
|
|
|
74,015
|
|
|||
|
Net income
|
|
305,076
|
|
|
291,622
|
|
|
110,631
|
|
|||
|
Less: Net income attributable to noncontrolling interests
|
|
1,025
|
|
|
707
|
|
|
666
|
|
|||
|
Net income attributable to shareholders
|
|
$
|
304,051
|
|
|
$
|
290,915
|
|
|
$
|
109,965
|
|
|
|
|
|
|
|
|
|
||||||
|
Net income per share attributable to shareholders:
|
|
|
|
|
|
|
||||||
|
Basic
|
|
$
|
3.59
|
|
|
$
|
3.42
|
|
|
$
|
1.29
|
|
|
Diluted
|
|
$
|
3.56
|
|
|
$
|
3.39
|
|
|
$
|
1.28
|
|
|
Cash dividends declared per ordinary share outstanding
|
|
$
|
1.33
|
|
|
$
|
1.21
|
|
|
$
|
1.09
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net income
|
|
$
|
305,076
|
|
|
$
|
291,622
|
|
|
$
|
110,631
|
|
|
Less: Net income attributable to noncontrolling interests
|
|
1,025
|
|
|
707
|
|
|
666
|
|
|||
|
Net income attributable to shareholders
|
|
$
|
304,051
|
|
|
$
|
290,915
|
|
|
$
|
109,965
|
|
|
|
|
|
|
|
|
|
||||||
|
Other comprehensive (loss) income
|
|
|
|
|
|
|
||||||
|
Unrealized gain on available for sale securities, (net of taxes of $0, $516 and $402, respectively)
|
|
—
|
|
|
1,792
|
|
|
851
|
|
|||
|
Pension and postretirement benefit plan changes (net of taxes of ($423), $1,860, and $963, respectively)
|
|
2,538
|
|
|
(4,387
|
)
|
|
(7,463
|
)
|
|||
|
Change in cumulative foreign currency translation adjustment
|
|
(172,031
|
)
|
|
254,982
|
|
|
(165,931
|
)
|
|||
|
Total other comprehensive (loss) income attributable to shareholders
|
|
(169,493
|
)
|
|
252,387
|
|
|
(172,543
|
)
|
|||
|
Comprehensive income (loss) attributable to shareholders
|
|
$
|
134,558
|
|
|
$
|
543,302
|
|
|
$
|
(62,578
|
)
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Operating activities:
|
|
|
|
|
|
|
||||||
|
Net income
|
|
$
|
305,076
|
|
|
$
|
291,622
|
|
|
$
|
110,631
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
||||||
|
Depreciation, depletion, and amortization
|
|
225,921
|
|
|
178,332
|
|
|
188,142
|
|
|||
|
Deferred income taxes
|
|
(6,511
|
)
|
|
(24,722
|
)
|
|
31,274
|
|
|||
|
Share-based compensation expense
|
|
23,965
|
|
|
22,187
|
|
|
18,794
|
|
|||
|
Loss on the disposal of property, plant, equipment,
and intangibles, net
|
|
924
|
|
|
2,582
|
|
|
760
|
|
|||
|
(Gain) loss on sale of businesses
|
|
(1,370
|
)
|
|
14,547
|
|
|
86,574
|
|
|||
|
Goodwill impairment loss
|
|
—
|
|
|
—
|
|
|
58,356
|
|
|||
|
Other items
|
|
(18,397
|
)
|
|
32,229
|
|
|
(13,242
|
)
|
|||
|
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
|
Accounts receivable, net
|
|
(48,486
|
)
|
|
(37,731
|
)
|
|
(48,140
|
)
|
|||
|
Inventories, net
|
|
(14,617
|
)
|
|
(5,178
|
)
|
|
(12,829
|
)
|
|||
|
Other current assets
|
|
(7,371
|
)
|
|
(1,244
|
)
|
|
2,324
|
|
|||
|
Accounts payable
|
|
21,244
|
|
|
563
|
|
|
6,884
|
|
|||
|
Accruals and other, net
|
|
59,127
|
|
|
(15,555
|
)
|
|
(5,442
|
)
|
|||
|
Net cash provided by operating activities
|
|
539,505
|
|
|
457,632
|
|
|
424,086
|
|
|||
|
Investing activities:
|
|
|
|
|
|
|
||||||
|
Purchases of property, plant, equipment, and intangibles, net
|
|
(189,715
|
)
|
|
(165,457
|
)
|
|
(172,901
|
)
|
|||
|
Proceeds from the sale of property, plant, equipment, and intangibles
|
|
5,567
|
|
|
2,094
|
|
|
4,846
|
|
|||
|
Proceeds from the sale of businesses
|
|
2,478
|
|
|
8,888
|
|
|
135,713
|
|
|||
|
Purchases of investments
|
|
(4,955
|
)
|
|
—
|
|
|
(6,356
|
)
|
|||
|
Acquisition of business, net of cash acquired
|
|
(13,313
|
)
|
|
(46,271
|
)
|
|
(65,557
|
)
|
|||
|
Other
|
|
(13,286
|
)
|
|
(3,083
|
)
|
|
—
|
|
|||
|
Net cash used in investing activities
|
|
(213,224
|
)
|
|
(203,829
|
)
|
|
(104,255
|
)
|
|||
|
Financing activities:
|
|
|
|
|
|
|
||||||
|
Proceeds from the issuance of long-term obligations
|
|
—
|
|
|
—
|
|
|
293,730
|
|
|||
|
Payments on long-term obligations
|
|
(85,000
|
)
|
|
(222,500
|
)
|
|
(172,500
|
)
|
|||
|
(Payments) proceeds under credit facilities, net
|
|
(27,087
|
)
|
|
29,065
|
|
|
(196,613
|
)
|
|||
|
Deferred financing fees and debt issuance costs
|
|
(488
|
)
|
|
(2,029
|
)
|
|
(1,073
|
)
|
|||
|
Acquisition related deferred or contingent consideration
|
|
(1,327
|
)
|
|
(2,064
|
)
|
|
(9,918
|
)
|
|||
|
Repurchases of shares
|
|
(81,494
|
)
|
|
(65,485
|
)
|
|
(97,509
|
)
|
|||
|
Cash dividends paid to common shareholders
|
|
(112,503
|
)
|
|
(102,929
|
)
|
|
(93,193
|
)
|
|||
|
Proceeds from issuance of equity to minority shareholders
|
|
—
|
|
|
—
|
|
|
5,022
|
|
|||
|
Stock option and other equity transactions, net
|
|
13,107
|
|
|
9,758
|
|
|
4,955
|
|
|||
|
Net cash used in financing activities
|
|
(294,792
|
)
|
|
(356,184
|
)
|
|
(267,099
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(12,390
|
)
|
|
20,997
|
|
|
(18,655
|
)
|
|||
|
Increase (decrease) in cash and cash equivalents
|
|
19,099
|
|
|
(81,384
|
)
|
|
34,077
|
|
|||
|
Cash and cash equivalents at beginning of period
|
|
201,534
|
|
|
282,918
|
|
|
248,841
|
|
|||
|
Cash and cash equivalents at end of period
|
|
$
|
220,633
|
|
|
$
|
201,534
|
|
|
$
|
282,918
|
|
|
|
Ordinary Shares
|
Preferred Shares
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Non-controlling
Interest
|
Total
Equity
|
||||||||||||||||
|
|
Number
|
Amount
|
Number
|
Amount
|
|
|
|
|
||||||||||||||
|
Balance at March 31, 2016
|
85,920
|
|
$
|
2,151,719
|
|
100
|
|
$
|
15
|
|
$
|
939,459
|
|
$
|
(68,159
|
)
|
$
|
15,858
|
|
$
|
3,038,892
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
109,965
|
|
—
|
|
666
|
|
110,631
|
|
||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(172,543
|
)
|
—
|
|
(172,543
|
)
|
||||||
|
Repurchases of ordinary shares
|
(1,455
|
)
|
(95,433
|
)
|
—
|
|
—
|
|
(2,076
|
)
|
—
|
|
—
|
|
(97,509
|
)
|
||||||
|
Equity compensation programs
|
416
|
|
23,826
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
23,826
|
|
||||||
|
Purchase of subsidiary shares from noncontrolling interest
|
67
|
|
5,022
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,374
|
)
|
(352
|
)
|
||||||
|
Issuance of subsidiary shares to noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
530
|
|
530
|
|
||||||
|
Cash dividends – $1.09 per ordinary share
|
—
|
|
—
|
|
—
|
|
—
|
|
(93,193
|
)
|
—
|
|
—
|
|
(93,193
|
)
|
||||||
|
Change in noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(249
|
)
|
(249
|
)
|
||||||
|
Balance at March 31, 2017
|
84,948
|
|
$
|
2,085,134
|
|
100
|
|
$
|
15
|
|
$
|
954,155
|
|
$
|
(240,702
|
)
|
$
|
11,431
|
|
$
|
2,810,033
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
|
|
290,915
|
|
—
|
|
707
|
|
291,622
|
|
||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
252,387
|
|
—
|
|
252,387
|
|
||||||
|
Repurchases of ordinary shares
|
(793
|
)
|
(69,567
|
)
|
—
|
|
—
|
|
4,082
|
|
—
|
|
—
|
|
(65,485
|
)
|
||||||
|
Equity compensation programs and other
|
592
|
|
32,470
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
32,470
|
|
||||||
|
Cash dividends – $1.21 per ordinary share
|
—
|
|
—
|
|
—
|
|
—
|
|
(102,929
|
)
|
—
|
|
—
|
|
(102,929
|
)
|
||||||
|
Other changes in noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(798
|
)
|
(798
|
)
|
||||||
|
Balance at March 31, 2018
|
84,747
|
|
$
|
2,048,037
|
|
100
|
|
$
|
15
|
|
$
|
1,146,223
|
|
$
|
11,685
|
|
$
|
11,340
|
|
$
|
3,217,300
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
304,051
|
|
—
|
|
1,025
|
|
305,076
|
|
||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(169,493
|
)
|
—
|
|
(169,493
|
)
|
||||||
|
Repurchases of ordinary shares
|
(763
|
)
|
(86,414
|
)
|
—
|
|
—
|
|
4,920
|
|
—
|
|
—
|
|
(81,494
|
)
|
||||||
|
Equity compensation programs and other
|
533
|
|
36,941
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36,941
|
|
||||||
|
Retirement of shares resulting from Redomiciliation
|
(84,514
|
)
|
(10,592,117
|
)
|
(100
|
)
|
(15
|
)
|
—
|
|
—
|
|
—
|
|
(10,592,132
|
)
|
||||||
|
Issuance of shares resulting from Redomiciliation
|
84,514
|
|
10,592,117
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,592,117
|
|
||||||
|
Adoption of Accounting Standards (note 1)
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,667
|
)
|
(1,970
|
)
|
—
|
|
(5,637
|
)
|
||||||
|
Cash dividends – $1.33 per ordinary share
|
—
|
|
—
|
|
—
|
|
—
|
|
(112,503
|
)
|
—
|
|
—
|
|
(112,503
|
)
|
||||||
|
Other changes in noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,377
|
)
|
(4,377
|
)
|
||||||
|
Balance at March 31, 2019
|
84,517
|
|
$
|
1,998,564
|
|
—
|
|
$
|
—
|
|
$
|
1,339,024
|
|
$
|
(159,778
|
)
|
$
|
7,988
|
|
$
|
3,185,798
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
|
Interest
|
|
$
|
44,118
|
|
|
$
|
48,663
|
|
|
$
|
42,797
|
|
|
Income taxes
|
|
64,668
|
|
|
85,629
|
|
|
78,009
|
|
|||
|
Cash received during the year for income tax refunds
|
|
2,189
|
|
|
7,747
|
|
|
2,002
|
|
|||
|
|
As Reported March 31,
|
Total
|
ASC 605 March 31,
|
||||||
|
Balance Sheet
|
2019
|
Adjustments
|
2019
|
||||||
|
|
|
|
|
||||||
|
Total assets
|
$
|
5,073,071
|
|
$
|
(8,429
|
)
|
$
|
5,064,642
|
|
|
Total liabilities
|
1,887,273
|
|
(14,448
|
)
|
1,872,825
|
|
|||
|
Total equity
|
3,185,798
|
|
6,019
|
|
3,191,817
|
|
|||
|
Asset Type
|
|
Useful Life
(years)
|
|
|
Land improvements
|
|
3-40
|
|
|
Buildings and leasehold improvements
|
|
2-50
|
|
|
Machinery and equipment
|
|
2-20
|
|
|
Information Systems
|
|
2-20
|
|
|
Radioisotope (cobalt-60)
|
|
20
|
|
|
Standard
|
|
Date of Issuance
|
|
Description
|
|
Date of Adoption
|
|
Effect on the financial statements or other significant matters
|
|
Standards that have recently been adopted
|
||||||||
|
ASU 2014-09, "Revenue from Contracts with Customers" and subsequently issued amendments
|
|
May 2014
|
|
The standard replaced existing revenue recognition standards and significantly expands the disclosure requirements for revenue arrangements.
|
|
First Quarter Fiscal 2019
|
|
Additional information is disclosed in Note 1 under the heading, "Revenue Recognition and Associated Liabilities".
|
|
ASU 2016-01, "Financial Instruments - Overall - Recognition and Measurement of Financial Assets and Liabilities"
(Subtopic
825-10)
|
|
January 2016
|
|
The standard changed how equity investments are measured and presented changes in the fair value of financial liabilities measured under the fair value option. Presentation and disclosure requirements for financial instruments were also affected. Entities are required to measure equity investments that do not result in consolidation and are not recorded under the equity method at fair value with changes in fair value recognized in net income. The standard clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale securities. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities is largely unchanged.
|
|
First Quarter Fiscal 2019
|
|
We adopted the standard on a modified retrospective basis at the beginning of fiscal 2019 and we recorded a cumulative effect adjustment to our opening retained earnings balance of $1,970 that increased retained earnings and decreased accumulated other comprehensive income.
|
|
ASU 2016-15, "Statement of Cash Flows"
(Topic 230)
|
|
August 2016
|
|
This standard provides guidance on the following specific cash flow issues: Debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle.
|
|
First Quarter Fiscal 2019
|
|
We adopted this standard effective April 1, 2018. The impact will depend on the future occurrence of the relevant transactions or conditions addressed by the standard.
|
|
ASU 2016-16, "Income Taxes, Intra-Entity Transfers of Assets Other Than Inventory"
(Topic 740)
|
|
October 2016
|
|
The standard improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. The new standard requires the recognition of income tax consequences resulting from an intra-entity transfer of an asset other than inventory when the transfer occurs.
|
|
First Quarter Fiscal 2019
|
|
We adopted this standard effective April 1, 2018 with no material impact to our Consolidated Balance Sheets. The impact to our Consolidated Statements of Income will depend on the value of future intra-entity transfers.
|
|
ASU 2017-01 "Clarifying the Definition of a Business"
|
|
January 2017
|
|
The standard update narrows the definition of a business by providing a screen to determine when an integrated set of assets and activities is not a business. The screen specifies that an integrated set of assets and activities is not a business if substantially all of the fair value of the gross assets acquired or disposed of is concentrated in a single or a group of similar identifiable assets.
|
|
First Quarter Fiscal 2019
|
|
We adopted this standard effective April 1, 2018. The impact will depend on the future occurrence of the relevant transactions or conditions addressed by the standard.
|
|
ASU 2017-07
"Compensation - Retirement Benefits - Improving the Presentation of Net Periodic Pension and Net Periodic Postretirement Benefit Cost"
(Topic 715)
|
|
March 2017
|
|
This standard requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented.
|
|
First Quarter Fiscal 2019
|
|
We retrospectively adopted the standard in the first quarter of fiscal 2019. Prior periods have been recast for the adoption of this standard. Changes have been reflected in the Cost of Revenues, Selling, general and administrative expense, and Interest income and miscellaneous expense lines of our Consolidated Statements of Income. Amounts are not considered material for additional disclosure.
|
|
ASU 2017-09 "Compensation - Stock Compensation" (Topic 718)
|
|
May 2017
|
|
The standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718.
|
|
First Quarter Fiscal 2019
|
|
We adopted this standard effective April 1, 2018. The impact will depend on the future occurrence of the relevant terms or conditions addressed by the standard.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standards that have not yet been adopted
|
||||||||
|
ASU 2016-02, "Leases"
(Topic 842)
|
|
February 2016
|
|
The standard will require lessees to record all leases, whether finance or operating, on the balance sheet. An asset will be recorded to represent the right to use the leased asset, and a liability will be recorded to represent the lease obligation. The standard is effective for annual periods beginning after December 15, 2018 and interim periods within that period. Early adoption is permitted.
|
|
N/A
|
|
We are currently evaluating the impact that the standard will have on our consolidated financial statements. We are also evaluating our lease portfolio, software packages, process and policy change requirements. We expect to adopt this standard using the additional, optional transition method, the package of transitional practical expedients relating to the identification, classification and initial direct costs of leases, and the transitional practical expedient for the treatment of existing land easements. We anticipate that most of our operating leases will result in the recognition of additional assets and corresponding liabilities in our Consolidated Balance Sheet, however we do not expect the standard to have a material impact on our financial position. We currently estimate the impact of the adoption will result in the recognition of the right of use assets and lease liabilities within the range of approximately $110,000 to $130,000 as of April 1, 2019. For more information regarding our total operating lease commitments refer to Note 5, "Property, Plant and Equipment".
|
|
ASU 2016-13, "Measurement of Credit Losses on Financial Instruments"
|
|
June 2016
|
|
The standard requires a financial asset (or group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The standard is effective for annual periods beginning after December 15, 2019. Early adoption is permitted.
|
|
N/A
|
|
We are in the process of evaluating the impact that the standard will have on our consolidated financial statements.
|
|
ASU 2017-12 "Targeted Improvements to Accounting for Hedging Activities" (Topic 815)
|
|
August 2017
|
|
The standard provides targeted improvements to accounting for hedging activities by expanding an entity’s ability to hedge non-financial and financial risk components and reduce complexity in fair value hedges of interest rate risk. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted in any interim period after issuance of the standard. The standard should be applied using a modified retrospective approach for cash flow and net investment hedge relationships that exist on the date of adoption, and prospectively for presentation and disclosure requirements.
|
|
N/A
|
|
We do not expect this standard to have a material impact on our consolidated financial statements.
|
|
ASU 2018-02
"Income Statement - Reporting Comprehensive Income" (Topic 220)
|
|
February 2018
|
|
The standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act ("TCJA") and requires certain disclosures about stranded tax effects. The underlying guidance requiring that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. This standard is effective for fiscal years beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted.
|
|
N/A
|
|
We are in the process of evaluating the impact that the standard will have on our consolidated financial statements.
|
|
ASU 2018-13 "Fair Value Measurement (Topic 820) Disclosure Framework- Changes to Disclosure Requirements for Fair Value Measurement”
|
|
August 2018
|
|
The standard modifies the disclosure requirements by adding, removing, and modifying certain required disclosures for fair value measurements for assets and liabilities disclosed within the fair value hierarchy. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and early adoption is permitted.
|
|
N/A
|
|
We do not expect this standard to have a material impact on our consolidated financial statements as it modifies disclosure requirements only.
|
|
ASU 2018-14 "Compensation- Retirement Benefits - Defined Benefit Plans- General Topic (715-20): Disclosure Framework- Changes to the Disclosure Requirements for Defined Benefit Plans"
|
|
August 2018
|
|
The standard modifies the disclosure requirements by adding, removing, and modifying certain required disclosures for employers that sponsor defined benefit pension or other post-retirement benefit plans. The standard also clarifies disclosure requirements for defined benefit pension plans relating to the projected benefit obligation and accumulated benefit obligation. The standard is effective for fiscal years ending after December 15, 2019 and early adoption is permitted.
|
|
N/A
|
|
We do not expect this standard to have a material impact on our consolidated financial statements as it modifies disclosure requirements only.
|
|
ASU 2018-15 "Intangibles- Goodwill and Other- Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract"
|
|
August 2018
|
|
The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or
obtain internal-use software. The standard is effective for fiscal years ending after December 15, 2019 and early adoption is permitted.
|
|
N/A
|
|
We do not expect this standard to have a material impact on our consolidated financial statements.
|
|
Year Ended March 31, 2019
|
Fiscal 2019
Restructuring
Plan
|
||
|
Severance and other compensation related costs
|
$
|
5,651
|
|
|
Accelerated depreciation and amortization
|
16,194
|
|
|
|
Asset impairment
|
4,312
|
|
|
|
Lease termination costs and other
|
4,830
|
|
|
|
Product rationalization (1)
|
9,721
|
|
|
|
Total restructuring expenses
|
$
|
40,708
|
|
|
Fiscal 2019 Restructuring Plan
|
|
March 31,
2018 |
|
Provisions
|
|
Payments /Impairments (1)
|
|
March 31,
2019 |
|||||||||||
|
Severance and termination benefits
|
|
$
|
—
|
|
|
$
|
5,651
|
|
|
$
|
(1,549
|
)
|
|
$
|
4,102
|
|
|||
|
Lease termination obligations and other
|
|
—
|
|
|
4,830
|
|
|
(2,801
|
)
|
|
2,029
|
|
|||||||
|
Total
|
|
$
|
—
|
|
—
|
|
$
|
10,481
|
|
—
|
|
$
|
(4,350
|
)
|
—
|
|
$
|
6,131
|
|
|
|
|
Healthcare Products
Segment
|
|
Healthcare Specialty Services Segment
|
|
Life Sciences
Segment
|
|
Applied Sterilization Technologies Segment
|
|
Total
|
||||||||||
|
Balance at March 31, 2017
|
|
377,765
|
|
|
375,879
|
|
|
146,514
|
|
|
1,331,145
|
|
|
2,231,303
|
|
|||||
|
Goodwill acquired or allocated
|
|
16,418
|
|
|
3,501
|
|
|
—
|
|
|
15,847
|
|
|
35,766
|
|
|||||
|
Reassignment
|
|
—
|
|
|
(1,855
|
)
|
|
—
|
|
|
1,855
|
|
|
—
|
|
|||||
|
Foreign currency translation adjustments
|
|
10,491
|
|
|
10,500
|
|
|
2,302
|
|
|
143,422
|
|
|
166,715
|
|
|||||
|
Balance at March 31, 2018
|
|
$
|
404,674
|
|
|
$
|
388,025
|
|
|
$
|
148,816
|
|
|
$
|
1,492,269
|
|
|
$
|
2,433,784
|
|
|
Goodwill acquired or allocated
|
|
(1,202
|
)
|
|
(907
|
)
|
|
—
|
|
|
5,341
|
|
|
3,232
|
|
|||||
|
Foreign currency translation adjustments
|
|
(6,188
|
)
|
|
(12,208
|
)
|
|
(1,021
|
)
|
|
(94,671
|
)
|
|
(114,088
|
)
|
|||||
|
Balance at March 31, 2019
|
|
$
|
397,284
|
|
|
$
|
374,910
|
|
|
$
|
147,795
|
|
|
$
|
1,402,939
|
|
|
$
|
2,322,928
|
|
|
|
|
2019
|
|
2018
|
||||||||||||
|
March 31,
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
|
Customer relationships
|
|
$
|
623,774
|
|
|
$
|
189,752
|
|
|
$
|
663,532
|
|
|
$
|
150,358
|
|
|
Non-compete agreements
|
|
4,693
|
|
|
3,945
|
|
|
4,738
|
|
|
3,790
|
|
||||
|
Patents and technology
|
|
226,520
|
|
|
126,149
|
|
|
226,318
|
|
|
107,598
|
|
||||
|
Trademarks and tradenames
|
|
63,570
|
|
|
38,850
|
|
|
83,509
|
|
|
36,864
|
|
||||
|
Supplier relationships
|
|
54,800
|
|
|
10,047
|
|
|
54,800
|
|
|
7,307
|
|
||||
|
Other
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
||||
|
Total
|
|
$
|
973,357
|
|
|
$
|
368,743
|
|
|
$
|
1,032,907
|
|
|
$
|
305,927
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||
|
Estimated amortization expense
|
|
$
|
71,917
|
|
|
$
|
66,716
|
|
|
$
|
63,853
|
|
|
$
|
58,412
|
|
|
$
|
52,452
|
|
|
March 31,
|
|
2019
|
|
2018
|
||||
|
Raw materials
|
|
$
|
83,009
|
|
|
$
|
83,741
|
|
|
Work in process
|
|
30,694
|
|
|
34,904
|
|
||
|
Finished goods
|
|
131,051
|
|
|
124,005
|
|
||
|
LIFO reserve
|
|
(16,757
|
)
|
|
(17,280
|
)
|
||
|
Reserve for excess and obsolete inventory
|
|
(19,754
|
)
|
|
(19,639
|
)
|
||
|
Inventories, net
|
|
$
|
208,243
|
|
|
$
|
205,731
|
|
|
March 31,
|
|
2019
|
|
2018
|
||||
|
Land and land improvements (1)
|
|
$
|
63,522
|
|
|
$
|
55,417
|
|
|
Buildings and leasehold improvements
|
|
480,359
|
|
|
467,063
|
|
||
|
Machinery and equipment
|
|
656,956
|
|
|
631,623
|
|
||
|
Information systems
|
|
169,711
|
|
|
151,360
|
|
||
|
Radioisotope
|
|
483,080
|
|
|
458,440
|
|
||
|
Construction in progress (1)
|
|
133,689
|
|
|
87,745
|
|
||
|
Total property, plant, and equipment
|
|
1,987,317
|
|
|
1,851,648
|
|
||
|
Less: accumulated depreciation and depletion
|
|
(955,735
|
)
|
|
(841,124
|
)
|
||
|
Property, plant, and equipment, net
|
|
$
|
1,031,582
|
|
|
$
|
1,010,524
|
|
|
|
|
Operating
Leases
|
||
|
2020
|
|
$
|
24,008
|
|
|
2021
|
|
18,567
|
|
|
|
2022
|
|
13,917
|
|
|
|
2023
|
|
11,929
|
|
|
|
2024 and thereafter
|
|
93,939
|
|
|
|
Total minimum lease payments
|
|
$
|
162,360
|
|
|
|
Asset Retirement Obligations
|
||
|
Balance at March 31, 2017
|
$
|
9,953
|
|
|
Liabilities incurred during the period
|
89
|
|
|
|
Liabilities settled during the period
|
(352
|
)
|
|
|
Accretion expense
|
1,198
|
|
|
|
Foreign currency and other
|
751
|
|
|
|
Balance at March 31, 2018
|
$
|
11,639
|
|
|
Liabilities incurred during the period
|
1,033
|
|
|
|
Accretion expense
|
385
|
|
|
|
Foreign currency and other
|
(671
|
)
|
|
|
Balance at March 31, 2019
|
$
|
12,386
|
|
|
|
|
2019
|
|
2018
|
||||
|
Credit Agreement
|
|
$
|
301,846
|
|
|
$
|
331,206
|
|
|
Private Placement
|
|
884,967
|
|
|
988,190
|
|
||
|
Deferred financing fees
|
|
(3,619
|
)
|
|
(3,395
|
)
|
||
|
Other
|
|
33
|
|
|
—
|
|
||
|
Total long term debt
|
|
$
|
1,183,227
|
|
|
$
|
1,316,001
|
|
|
|
|
Applicable Note Purchase Agreement
|
|
Maturity Date
|
|
U.S. Dollar Value at March 31, 2019
|
|
U.S. Dollar Value at March 31, 2018
|
||||
|
$85,000 Senior notes at 6.33%
|
|
2008 Private Placement
|
|
August 2018
|
|
—
|
|
|
85,000
|
|
||
|
$35,000 Senior notes at 6.43%
|
|
2008 Private Placement
|
|
August 2020
|
|
35,000
|
|
|
35,000
|
|
||
|
$91,000 Senior notes at 3.20%
|
|
2012 Private Placement
|
|
December 2022
|
|
91,000
|
|
|
91,000
|
|
||
|
$80,000 Senior notes at 3.35%
|
|
2012 Private Placement
|
|
December 2024
|
|
80,000
|
|
|
80,000
|
|
||
|
$25,000 Senior notes at 3.55%
|
|
2012 Private Placement
|
|
December 2027
|
|
25,000
|
|
|
25,000
|
|
||
|
$125,000 Senior notes at 3.45%
|
|
2015 Private Placement
|
|
May 2025
|
|
125,000
|
|
|
125,000
|
|
||
|
$125,000 Senior notes at 3.55%
|
|
2015 Private Placement
|
|
May 2027
|
|
125,000
|
|
|
125,000
|
|
||
|
$100,000 Senior notes at 3.70%
|
|
2015 Private Placement
|
|
May 2030
|
|
100,000
|
|
|
100,000
|
|
||
|
$50,000 Senior notes at 3.93%
|
|
2017 Private Placement
|
|
February 2027
|
|
50,000
|
|
|
50,000
|
|
||
|
€60,000 Senior notes at 1.86%
|
|
2017 Private Placement
|
|
February 2027
|
|
67,352
|
|
|
73,912
|
|
||
|
$45,000 Senior notes at 4.03%
|
|
2017 Private Placement
|
|
February 2029
|
|
45,000
|
|
|
45,000
|
|
||
|
€20,000 Senior notes at 2.04%
|
|
2017 Private Placement
|
|
February 2029
|
|
22,450
|
|
|
24,637
|
|
||
|
£45,000 Senior notes at 3.04%
|
|
2017 Private Placement
|
|
February 2029
|
|
58,702
|
|
|
63,141
|
|
||
|
€19,000 Senior notes at 2.30%
|
|
2017 Private Placement
|
|
February 2032
|
|
21,328
|
|
|
23,406
|
|
||
|
£30,000 Senior notes at 3.17%
|
|
2017 Private Placement
|
|
February 2032
|
|
39,135
|
|
|
42,094
|
|
||
|
Total Senior Notes
|
|
|
|
|
|
$
|
884,967
|
|
|
$
|
988,190
|
|
|
2020
|
$
|
—
|
|
|
2021
|
35,033
|
|
|
|
2022
|
—
|
|
|
|
2023
|
392,846
|
|
|
|
2024 and thereafter
|
758,967
|
|
|
|
Total
|
$
|
1,186,846
|
|
|
March 31,
|
|
2019
|
|
2018
|
||||
|
Accrued payroll and other related liabilities:
|
|
|
|
|
||||
|
Compensation and related items
|
|
$
|
37,251
|
|
|
$
|
30,270
|
|
|
Accrued vacation/paid time off
|
|
10,191
|
|
|
11,011
|
|
||
|
Accrued bonuses
|
|
40,194
|
|
|
31,716
|
|
||
|
Accrued employee commissions
|
|
17,854
|
|
|
17,168
|
|
||
|
Other post-retirement benefits obligations-current portion
|
|
1,633
|
|
|
1,906
|
|
||
|
Other employee benefit plans' obligations-current portion
|
|
1,935
|
|
|
1,929
|
|
||
|
Total accrued payroll and other related liabilities
|
|
$
|
109,058
|
|
|
$
|
94,000
|
|
|
Accrued expenses and other:
|
|
|
|
|
||||
|
Deferred revenues
|
|
$
|
55,333
|
|
|
$
|
31,621
|
|
|
Service liabilities
|
|
42,101
|
|
|
43,077
|
|
||
|
Self-insured and related risk reserves-current portion
|
|
6,537
|
|
|
7,349
|
|
||
|
Accrued dealer commissions
|
|
15,283
|
|
|
16,121
|
|
||
|
Accrued warranty
|
|
7,194
|
|
|
6,872
|
|
||
|
Asset retirement obligation-current portion
|
|
2,656
|
|
|
1,798
|
|
||
|
Other
|
|
58,661
|
|
|
61,379
|
|
||
|
Total accrued expenses and other
|
|
$
|
187,765
|
|
|
$
|
168,217
|
|
|
Other liabilities:
|
|
|
|
|
||||
|
Self-insured risk reserves-long-term portion
|
|
$
|
14,445
|
|
|
$
|
15,008
|
|
|
Other post-retirement benefits obligations-long-term portion
|
|
10,918
|
|
|
12,194
|
|
||
|
Defined benefit pension plans obligations-long-term portion
|
|
16,168
|
|
|
29,407
|
|
||
|
Other employee benefit plans obligations-long-term portion
|
|
4,711
|
|
|
3,221
|
|
||
|
Accrued long-term income taxes
|
|
13,515
|
|
|
18,922
|
|
||
|
Asset retirement obligation-long-term portion
|
|
9,730
|
|
|
9,841
|
|
||
|
Other
|
|
18,325
|
|
|
20,007
|
|
||
|
Total other liabilities
|
|
$
|
87,812
|
|
|
$
|
108,600
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
United States operations
|
|
$
|
235,405
|
|
|
$
|
203,872
|
|
|
$
|
189,429
|
|
|
Ireland operations
|
|
13,693
|
|
|
11,837
|
|
|
8,597
|
|
|||
|
Other locations operations
|
|
120,372
|
|
|
139,273
|
|
|
(13,380
|
)
|
|||
|
|
|
$
|
369,470
|
|
|
$
|
354,982
|
|
|
$
|
184,646
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Current:
|
|
|
|
|
|
|
||||||
|
United States federal
|
|
$
|
29,943
|
|
|
$
|
47,728
|
|
|
$
|
43,900
|
|
|
United States state and local
|
|
12,484
|
|
|
7,727
|
|
|
8,171
|
|
|||
|
Ireland
|
|
2,627
|
|
|
2,596
|
|
|
1,899
|
|
|||
|
Other locations
|
|
26,824
|
|
|
26,742
|
|
|
19,557
|
|
|||
|
|
|
71,878
|
|
|
84,793
|
|
|
73,527
|
|
|||
|
Deferred:
|
|
|
|
|
|
|
||||||
|
United States federal
|
|
5,775
|
|
|
(15,728
|
)
|
|
10,293
|
|
|||
|
United States state and local
|
|
2,836
|
|
|
2,656
|
|
|
2,131
|
|
|||
|
Ireland
|
|
(546
|
)
|
|
(280
|
)
|
|
(645
|
)
|
|||
|
Other locations
|
|
(15,549
|
)
|
|
(8,081
|
)
|
|
(11,291
|
)
|
|||
|
|
|
(7,484
|
)
|
|
(21,433
|
)
|
|
488
|
|
|||
|
Total Provision for Income Taxes
|
|
$
|
64,394
|
|
|
$
|
63,360
|
|
|
$
|
74,015
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
|||
|
National statutory tax rate
|
|
12.5
|
%
|
|
19.0
|
%
|
|
20.0
|
%
|
|
Increase in accruals for uncertain tax positions
|
|
—
|
%
|
|
0.1
|
%
|
|
0.3
|
%
|
|
U.S. state and local taxes, net of federal income tax benefit
|
|
3.1
|
%
|
|
2.3
|
%
|
|
3.8
|
%
|
|
Increase in valuation allowances
|
|
0.4
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
U.S. research and development credit
|
|
(0.6
|
)%
|
|
(0.5
|
)%
|
|
(1.1
|
)%
|
|
U.S. foreign income tax credit
|
|
(0.2
|
)%
|
|
(0.2
|
)%
|
|
—
|
%
|
|
Difference in non-Ireland tax rates
|
|
4.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Difference in non-United Kingdom tax rates
|
|
—
|
%
|
|
4.1
|
%
|
|
6.0
|
%
|
|
U.S. manufacturing deduction
|
|
—
|
%
|
|
(0.8
|
)%
|
|
(2.5
|
)%
|
|
Excess tax benefit for equity compensation
|
|
(2.2
|
)%
|
|
(1.8
|
)%
|
|
(2.8
|
)%
|
|
Tax rate changes on deferred tax assets and liabilities
|
|
(0.6
|
)%
|
|
(10.3
|
)%
|
|
(2.3
|
)%
|
|
U.S. transition tax on foreign earnings
|
|
(0.3
|
)%
|
|
4.9
|
%
|
|
—
|
%
|
|
U.S. tax reform impact, GILTI and FDII
|
|
0.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Acquisitions and divestitures
|
|
—
|
%
|
|
0.5
|
%
|
|
9.0
|
%
|
|
Goodwill impairment on divestitures
|
|
—
|
%
|
|
—
|
%
|
|
7.9
|
%
|
|
Capitalized acquisition, redomiciliation costs
|
|
0.5
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
All other, net
|
|
—
|
%
|
|
0.4
|
%
|
|
1.5
|
%
|
|
Total Provision for Income Taxes
|
|
17.4
|
%
|
|
17.8
|
%
|
|
40.1
|
%
|
|
|
|
2019
|
|
2018
|
||||
|
Unrecognized Tax Benefits Balance at April 1
|
|
$
|
2,500
|
|
|
$
|
1,884
|
|
|
Increases for tax provisions of current year
|
|
178
|
|
|
356
|
|
||
|
Decreases for tax provisions of prior year
|
|
(186
|
)
|
|
—
|
|
||
|
Other, including currency translation
|
|
(178
|
)
|
|
260
|
|
||
|
Unrecognized Tax Benefits Balance at March 31
|
|
$
|
2,314
|
|
|
$
|
2,500
|
|
|
March 31,
|
|
2019
|
|
2018
|
||||
|
Deferred Tax Assets:
|
|
|
|
|
||||
|
Post-retirement benefit accrual
|
|
$
|
3,142
|
|
|
$
|
3,505
|
|
|
Compensation
|
|
14,275
|
|
|
12,334
|
|
||
|
Net operating loss carryforwards
|
|
19,195
|
|
|
26,217
|
|
||
|
Accrued expenses
|
|
4,858
|
|
|
5,795
|
|
||
|
Insurance
|
|
3,187
|
|
|
3,417
|
|
||
|
Deferred income
|
|
7,509
|
|
|
4,632
|
|
||
|
Bad debt
|
|
1,386
|
|
|
1,426
|
|
||
|
Pension
|
|
3,364
|
|
|
5,247
|
|
||
|
Other
|
|
7,707
|
|
|
1,668
|
|
||
|
Deferred Tax Assets
|
|
64,623
|
|
|
64,241
|
|
||
|
Less: Valuation allowance
|
|
13,478
|
|
|
13,596
|
|
||
|
Total Deferred Tax Assets
|
|
51,145
|
|
|
50,645
|
|
||
|
Deferred Tax Liabilities:
|
|
|
|
|
||||
|
Depreciation and depletion
|
|
61,060
|
|
|
61,171
|
|
||
|
Intangibles
|
|
128,479
|
|
|
140,398
|
|
||
|
Other
|
|
2,197
|
|
|
2,774
|
|
||
|
Total Deferred Tax Liabilities
|
|
191,736
|
|
|
204,343
|
|
||
|
Net Deferred Tax Assets (Liabilities)
|
|
$
|
(140,591
|
)
|
|
$
|
(153,698
|
)
|
|
|
Other Defined Benefit Pension Plans
|
|
Other
Post-Retirement
Benefits Plan
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Change in Benefit Obligations:
|
|
|
|
|
|
|
|
||||||||
|
Benefit Obligations at Beginning of Year
|
$
|
148,848
|
|
|
$
|
128,897
|
|
|
$
|
14,100
|
|
|
$
|
16,008
|
|
|
Obligation assumed in business acquisition
|
—
|
|
|
3,843
|
|
|
—
|
|
|
—
|
|
||||
|
Service cost
|
2,394
|
|
|
2,402
|
|
|
—
|
|
|
—
|
|
||||
|
Prior service cost
|
831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Interest cost
|
3,255
|
|
|
3,262
|
|
|
457
|
|
|
519
|
|
||||
|
Actuarial loss (gain)
|
(4,402
|
)
|
|
(697
|
)
|
|
(106
|
)
|
|
(501
|
)
|
||||
|
Benefits and expenses
|
(6,150
|
)
|
|
(6,075
|
)
|
|
(1,900
|
)
|
|
(1,926
|
)
|
||||
|
Employee contributions
|
743
|
|
|
765
|
|
|
—
|
|
|
—
|
|
||||
|
Impact of foreign currency exchange rate changes
|
(11,847
|
)
|
|
16,451
|
|
|
—
|
|
|
—
|
|
||||
|
Benefit Obligations at End of Year
|
133,672
|
|
|
148,848
|
|
|
12,551
|
|
|
14,100
|
|
||||
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
||||||||
|
Fair Value of Plan Assets at Beginning of Year
|
119,441
|
|
|
101,663
|
|
|
—
|
|
|
—
|
|
||||
|
Assets assumed in business acquisition
|
—
|
|
|
4,462
|
|
|
—
|
|
|
—
|
|
||||
|
Actual return on plan assets
|
6,543
|
|
|
1,052
|
|
|
—
|
|
|
—
|
|
||||
|
Employer contributions
|
5,005
|
|
|
5,150
|
|
|
1,900
|
|
|
1,926
|
|
||||
|
Employee contributions
|
742
|
|
|
765
|
|
|
—
|
|
|
—
|
|
||||
|
Benefits and expenses paid
|
(6,150
|
)
|
|
(6,078
|
)
|
|
(1,900
|
)
|
|
(1,926
|
)
|
||||
|
Impact of foreign currency exchange rate changes
|
(8,077
|
)
|
|
12,427
|
|
|
—
|
|
|
—
|
|
||||
|
Fair Value of Plan Assets at End of Year
|
117,504
|
|
|
119,441
|
|
|
—
|
|
|
—
|
|
||||
|
Funded Status of the Plans
|
$
|
(16,168
|
)
|
|
$
|
(29,407
|
)
|
|
$
|
(12,551
|
)
|
|
$
|
(14,100
|
)
|
|
|
|
Other Defined Benefit Pension Plans
|
|
Other Post-Retirement Benefits Plan
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,633
|
)
|
|
$
|
(1,906
|
)
|
|
Noncurrent liabilities
|
|
(16,168
|
)
|
|
(29,407
|
)
|
|
(10,918
|
)
|
|
(12,194
|
)
|
||||
|
|
|
$
|
(16,168
|
)
|
|
$
|
(29,407
|
)
|
|
$
|
(12,551
|
)
|
|
$
|
(14,100
|
)
|
|
|
|
Defined Benefit Pension Plans
|
|
Other Post-Retirement
Benefits Plan
|
||||
|
Actuarial loss
|
|
$
|
8
|
|
|
$
|
552
|
|
|
Prior Service Cost
|
|
71
|
|
|
(3,263
|
)
|
||
|
|
|
Other Defined Benefit Pension Plans
|
||||||
|
|
|
2019
|
|
2018
|
||||
|
Aggregate fair value of plan assets
|
|
$
|
117,504
|
|
|
$
|
119,441
|
|
|
Aggregate accumulated benefit obligations
|
|
130,669
|
|
|
148,848
|
|
||
|
Aggregate projected benefit obligations
|
|
133,672
|
|
|
148,848
|
|
||
|
|
|
Other Defined Benefit Pension Plans
|
|
Other Post-Retirement Benefits Plan
|
||||||||||||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
Service cost
|
|
$
|
2,394
|
|
|
$
|
2,402
|
|
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
|
3,139
|
|
|
3,262
|
|
|
3,434
|
|
|
457
|
|
|
519
|
|
|
554
|
|
||||||
|
Expected return on plan assets
|
|
(4,930
|
)
|
|
(4,835
|
)
|
|
(2,853
|
)
|
|
|
|
—
|
|
|
—
|
|
|||||||
|
Prior service cost recognition
|
|
51
|
|
|
—
|
|
|
—
|
|
|
(3,263
|
)
|
|
(3,263
|
)
|
|
(3,263
|
)
|
||||||
|
Net amortization and deferral
|
|
474
|
|
|
126
|
|
|
—
|
|
|
552
|
|
|
648
|
|
|
739
|
|
||||||
|
Net periodic benefit cost
|
|
$
|
1,128
|
|
|
$
|
955
|
|
|
$
|
2,231
|
|
|
$
|
(2,254
|
)
|
|
$
|
(2,096
|
)
|
|
$
|
(1,970
|
)
|
|
Recognized in other comprehensive loss (income) before tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net loss (gain) occurring during year
|
|
$
|
(6,545
|
)
|
|
$
|
(697
|
)
|
|
$
|
(7,553
|
)
|
|
$
|
106
|
|
|
$
|
501
|
|
|
$
|
531
|
|
|
Amortization of prior service credit
|
|
781
|
|
|
—
|
|
|
—
|
|
|
3,263
|
|
|
3,263
|
|
|
3,263
|
|
||||||
|
Amortization of net loss
|
|
(468
|
)
|
|
(126
|
)
|
|
—
|
|
|
(552
|
)
|
|
(648
|
)
|
|
(739
|
)
|
||||||
|
Total recognized in other comprehensive loss (income)
|
|
(6,232
|
)
|
|
(823
|
)
|
|
(7,553
|
)
|
|
2,817
|
|
|
3,116
|
|
|
3,055
|
|
||||||
|
Total recognized in total benefits cost and other comprehensive loss (income)
|
|
$
|
(5,104
|
)
|
|
$
|
132
|
|
|
$
|
(5,322
|
)
|
|
$
|
563
|
|
|
$
|
1,020
|
|
|
$
|
1,085
|
|
|
|
|
2019
|
|
2018
|
||
|
Discount Rate:
|
|
|
|
|
||
|
Synergy Health plc Retirement Benefits Scheme
|
|
2.50
|
%
|
|
2.50
|
%
|
|
Isotron BV Pension Plan
|
|
1.20
|
%
|
|
1.60
|
%
|
|
Synergy Health Daniken AG
|
|
0.85
|
%
|
|
0.95
|
%
|
|
Synergy Health Radeberg
|
|
1.60
|
%
|
|
1.60
|
%
|
|
Synergy Health Allershausen
|
|
1.60
|
%
|
|
1.60
|
%
|
|
Harwell Dosimeters Ltd Retirement Benefits Scheme
|
|
2.35
|
%
|
|
2.55
|
%
|
|
Other post-retirement plan
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
Discount Rate:
|
|
|
|
|
|
|
|||
|
Synergy Health plc Retirement Benefits Scheme
|
|
2.50
|
%
|
|
2.60
|
%
|
|
3.50
|
%
|
|
Isotron BV Pension Plan
|
|
1.60
|
%
|
|
1.60
|
%
|
|
1.60
|
%
|
|
Synergy Health Daniken AG
|
|
0.95
|
%
|
|
0.65
|
%
|
|
0.65
|
%
|
|
Synergy Health Radeberg
|
|
1.60
|
%
|
|
1.50
|
%
|
|
1.50
|
%
|
|
Synergy Health Allershausen
|
|
1.60
|
%
|
|
1.50
|
%
|
|
1.50
|
%
|
|
Harwell Dosimeters Ltd Retirement Benefits Scheme
|
|
2.55
|
%
|
|
2.55
|
%
|
|
n/a
|
|
|
Other post-retirement plan
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
Expected Return on Plan Assets:
|
|
|
|
|
|
|
|||
|
Synergy Health plc Retirement Benefits Scheme
|
|
5.02
|
%
|
|
4.97
|
%
|
|
4.87
|
%
|
|
Isotron BV Pension Plan
|
|
1.60
|
%
|
|
1.60
|
%
|
|
1.60
|
%
|
|
Synergy Health Daniken AG
|
|
1.20
|
%
|
|
1.40
|
%
|
|
1.40
|
%
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
Healthcare cost trend rate – medical
|
|
6.8
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
|
Healthcare cost trend rate – prescription drug
|
|
6.8
|
%
|
|
7.0
|
%
|
|
7.0
|
%
|
|
Long-term healthcare cost trend rate
|
|
4.5
|
%
|
|
4.5
|
%
|
|
4.5
|
%
|
|
|
|
One-Percentage Point
|
||||||
|
|
|
Increase
|
|
Decrease
|
||||
|
Effect on total service and interest cost components
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Effect on other post-retirement benefit obligation
|
|
11
|
|
|
(11
|
)
|
||
|
|
|
Fair Value Measurements at March 31, 2019
|
||||||||||||||
|
(In thousands)
|
|
Total
|
|
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
||||||||
|
Cash
|
|
$
|
450
|
|
|
$
|
450
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Insured annuities
|
|
14,720
|
|
|
—
|
|
|
14,720
|
|
|
—
|
|
||||
|
Insurance contracts
|
|
5,089
|
|
|
—
|
|
|
—
|
|
|
5,089
|
|
||||
|
Common and collective trusts valued at net asset value:
|
|
|
|
|
|
|
|
|
||||||||
|
Equity security trusts
|
|
73,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Debt security trusts
|
|
23,713
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total Plan Assets
|
|
$
|
117,504
|
|
|
$
|
450
|
|
|
$
|
14,720
|
|
|
$
|
5,089
|
|
|
|
|
Fair Value Measurements at March 31, 2018
|
||||||||||||||
|
(In thousands)
|
|
Total
|
|
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
||||||||
|
Cash
|
|
$
|
67
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Insured annuities
|
|
15,228
|
|
|
—
|
|
|
15,228
|
|
|
—
|
|
||||
|
Insurance contracts
|
|
5,484
|
|
|
—
|
|
|
—
|
|
|
5,484
|
|
||||
|
Common and collective trusts valued at net asset value:
|
|
|
|
|
|
|
|
|
||||||||
|
Equity security trusts
|
|
74,081
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Debt security trusts
|
|
24,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total Plan Assets
|
|
$
|
119,441
|
|
|
$
|
67
|
|
|
$
|
15,228
|
|
|
$
|
5,484
|
|
|
|
|
Insurance contracts
|
||
|
Balance at March 31, 2017
|
|
$
|
3,959
|
|
|
Gains (losses) related to assets still held at year-end
|
|
(43
|
)
|
|
|
Additions from business acquisition
|
|
2,231
|
|
|
|
Transfers out of Level 3
|
|
(852
|
)
|
|
|
Foreign currency
|
|
189
|
|
|
|
Balance at March 31, 2018
|
|
$
|
5,484
|
|
|
Gains (losses) related to assets still held at year-end
|
|
29
|
|
|
|
Transfers out of Level 3
|
|
(132
|
)
|
|
|
Foreign currency
|
|
(292
|
)
|
|
|
Balance at March 31, 2019
|
|
$
|
5,089
|
|
|
|
|
Other Defined Benefit Pension Plans
|
|
Other Post-Retirement Benefits Plan
|
||||
|
2020
|
|
$
|
5,613
|
|
|
$
|
1,633
|
|
|
2021
|
|
5,767
|
|
|
1,499
|
|
||
|
2022
|
|
5,928
|
|
|
1,394
|
|
||
|
2023
|
|
6,441
|
|
|
1,261
|
|
||
|
2024
|
|
6,254
|
|
|
1,139
|
|
||
|
2025-2030
|
|
34,102
|
|
|
4,244
|
|
||
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Healthcare Products
|
|
$
|
1,338,428
|
|
|
$
|
1,276,054
|
|
|
$
|
1,266,517
|
|
|
Healthcare Specialty Services
|
|
510,057
|
|
|
469,065
|
|
|
539,536
|
|
|||
|
Life Sciences
|
|
378,558
|
|
|
361,590
|
|
|
328,866
|
|
|||
|
Applied Sterilization Technologies
|
|
555,127
|
|
|
513,287
|
|
|
477,837
|
|
|||
|
Total revenues
|
|
$
|
2,782,170
|
|
|
$
|
2,619,996
|
|
|
$
|
2,612,756
|
|
|
Operating income (loss):
|
|
|
|
|
|
|
||||||
|
Healthcare Products
|
|
323,684
|
|
|
294,162
|
|
|
285,177
|
|
|||
|
Healthcare Specialty Services
|
|
64,222
|
|
|
58,458
|
|
|
41,019
|
|
|||
|
Life Sciences
|
|
132,129
|
|
|
123,889
|
|
|
109,953
|
|
|||
|
Applied Sterilization Technologies
|
|
221,828
|
|
|
196,297
|
|
|
176,397
|
|
|||
|
Total reportable segments
|
|
741,863
|
|
|
672,806
|
|
|
612,546
|
|
|||
|
Corporate
|
|
(184,900
|
)
|
|
(162,999
|
)
|
|
(137,403
|
)
|
|||
|
Total operating income before adjustments
|
|
$
|
556,963
|
|
|
$
|
509,807
|
|
|
$
|
475,143
|
|
|
Less: Adjustments
|
|
|
|
|
|
|
||||||
|
Goodwill impairment loss (1)
|
|
—
|
|
|
—
|
|
|
58,356
|
|
|||
|
Amortization of inventory and property "step up" to
fair value (2)
|
|
2,440
|
|
|
1,599
|
|
|
4,743
|
|
|||
|
Amortization of acquired intangible assets (2)
|
|
86,878
|
|
|
67,793
|
|
|
66,398
|
|
|||
|
Acquisition and integration related transaction charges (3)
|
|
8,901
|
|
|
16,211
|
|
|
30,082
|
|
|||
|
(Gain) loss on fair value adjustment of acquisition related contingent consideration
|
|
(842
|
)
|
|
(593
|
)
|
|
2,569
|
|
|||
|
Net (gain) loss on divestiture of businesses (2)
|
|
(1,370
|
)
|
|
14,547
|
|
|
86,574
|
|
|||
|
Impact of the U.S. Tax Cuts and Jobs Act (4)
|
|
—
|
|
|
10,264
|
|
|
—
|
|
|||
|
Redomiciliation costs (5)
|
|
8,783
|
|
|
—
|
|
|
—
|
|
|||
|
Restructuring charges (6)
|
|
40,708
|
|
|
103
|
|
|
215
|
|
|||
|
Total operating income
|
|
$
|
411,465
|
|
|
$
|
399,883
|
|
|
$
|
226,206
|
|
|
March 31,
|
|
2019
|
|
2018
|
||||
|
Assets:
|
|
|
|
|
||||
|
Healthcare Products and Life Sciences
|
|
$
|
1,611,852
|
|
|
$
|
1,621,156
|
|
|
Healthcare Specialty Services
|
|
805,349
|
|
|
813,909
|
|
||
|
Applied Sterilization Technologies
|
|
2,655,870
|
|
|
2,765,269
|
|
||
|
Total assets
|
|
$
|
5,073,071
|
|
|
$
|
5,200,334
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
|
Healthcare Products and Life Sciences
|
|
$
|
49,688
|
|
|
$
|
52,767
|
|
|
$
|
39,253
|
|
|
Healthcare Specialty Services
|
|
39,950
|
|
|
16,497
|
|
|
42,408
|
|
|||
|
Applied Sterilization Technologies
|
|
100,077
|
|
|
96,193
|
|
|
91,240
|
|
|||
|
Total Capital Expenditures
|
|
$
|
189,715
|
|
|
$
|
165,457
|
|
|
$
|
172,901
|
|
|
Depreciation, Depletion, and Amortization
|
|
|
|
|
|
|
||||||
|
Healthcare Products and Life Sciences (1)
|
|
$
|
81,264
|
|
|
$
|
52,025
|
|
|
$
|
46,709
|
|
|
Healthcare Specialty Services
|
|
33,392
|
|
|
29,269
|
|
|
56,860
|
|
|||
|
Applied Sterilization Technologies (1)
|
|
111,265
|
|
|
97,038
|
|
|
84,573
|
|
|||
|
Total Depreciation, Depletion, and Amortization
|
|
$
|
225,921
|
|
|
$
|
178,332
|
|
|
$
|
188,142
|
|
|
March 31,
|
|
2019
|
|
2018
|
||||
|
Property, Plant, and Equipment, Net
|
|
|
|
|
||||
|
Ireland
|
|
$
|
41,137
|
|
|
$
|
38,946
|
|
|
United States
|
|
577,113
|
|
|
530,591
|
|
||
|
Other locations
|
|
413,332
|
|
|
440,987
|
|
||
|
Property, Plant, and Equipment, Net
|
|
$
|
1,031,582
|
|
|
$
|
1,010,524
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Revenues:
|
|
|
|
|
|
|
||||||
|
Ireland
|
|
$
|
56,784
|
|
|
$
|
48,246
|
|
|
$
|
42,733
|
|
|
United States
|
|
1,976,814
|
|
|
1,836,414
|
|
|
1,803,457
|
|
|||
|
Other locations
|
|
748,572
|
|
|
735,336
|
|
|
766,566
|
|
|||
|
Total Revenues
|
|
$
|
2,782,170
|
|
|
$
|
2,619,996
|
|
|
$
|
2,612,756
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Healthcare Products:
|
|
|
|
|
|
|
||||||
|
Capital equipment
|
|
$
|
568,811
|
|
|
527,402
|
|
549,238
|
||||
|
Consumables
|
|
414,969
|
|
|
412,495
|
|
403,747
|
|||||
|
Service
|
|
354,648
|
|
|
336,157
|
|
|
313,532
|
|
|||
|
Total Healthcare Products Revenues
|
|
$
|
1,338,428
|
|
|
$
|
1,276,054
|
|
|
$
|
1,266,517
|
|
|
Total Healthcare Specialty Services Revenues
|
|
$
|
510,057
|
|
|
$
|
469,065
|
|
|
$
|
539,536
|
|
|
Life Sciences:
|
|
|
|
|
|
|
||||||
|
Capital equipment
|
|
$
|
102,714
|
|
|
100,555
|
|
84,069
|
||||
|
Consumables
|
|
161,780
|
|
|
150,656
|
|
143,143
|
|||||
|
Service
|
|
114,064
|
|
|
110,379
|
|
101,654
|
|||||
|
Total Life Sciences Revenues
|
|
$
|
378,558
|
|
|
$
|
361,590
|
|
|
$
|
328,866
|
|
|
Applied Sterilization Technologies Service Revenues
|
|
$
|
555,127
|
|
|
$
|
513,287
|
|
|
$
|
477,837
|
|
|
Total Revenues
|
|
$
|
2,782,170
|
|
|
$
|
2,619,996
|
|
|
$
|
2,612,756
|
|
|
Years ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
|||
|
Denominator (shares in thousands):
|
|
|
|
|
|
|
|||
|
Weighted average shares outstanding—basic
|
|
84,577
|
|
|
85,028
|
|
|
85,473
|
|
|
Dilutive effect of share equivalents
|
|
891
|
|
|
685
|
|
|
621
|
|
|
Weighted average shares outstanding and share equivalents—diluted
|
|
85,468
|
|
|
85,713
|
|
|
86,094
|
|
|
Years ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
|||
|
Number of ordinary share options (shares in thousands)
|
|
352
|
|
|
393
|
|
|
576
|
|
|
|
|
Fiscal 2019
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|||
|
Risk-free interest rate
|
|
2.64
|
%
|
|
2.01
|
%
|
|
1.29
|
%
|
|
Expected life of options
|
|
6.2 years
|
|
|
5.7 years
|
|
|
5.7 years
|
|
|
Expected dividend yield of stock
|
|
1.47
|
%
|
|
1.58
|
%
|
|
1.54
|
%
|
|
Expected volatility of stock
|
|
19.91
|
%
|
|
22.08
|
%
|
|
22.92
|
%
|
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
Outstanding at March 31, 2018
|
|
2,021,662
|
|
|
$
|
58.56
|
|
|
|
|
|
||
|
Granted
|
|
436,121
|
|
|
114.49
|
|
|
|
|
|
|||
|
Exercised
|
|
(335,358
|
)
|
|
40.70
|
|
|
|
|
|
|||
|
Forfeited
|
|
(17,740
|
)
|
|
79.91
|
|
|
|
|
|
|||
|
Outstanding at March 31, 2019
|
|
2,104,685
|
|
|
$
|
72.82
|
|
|
6.7 years
|
|
$
|
116,199
|
|
|
Exercisable at March 31, 2019
|
|
1,164,583
|
|
|
$
|
57.81
|
|
|
5.5 years
|
|
$
|
81,780
|
|
|
|
|
Number of
Restricted
Shares
|
|
Number of Restricted Share Units
|
|
Weighted-Average
Grant Date
Fair Value
|
||||
|
Non-vested at March 31, 2018
|
|
763,201
|
|
|
35,431
|
|
|
$
|
68.65
|
|
|
Granted
|
|
178,142
|
|
|
22,038
|
|
|
104.83
|
|
|
|
Vested
|
|
(233,629
|
)
|
|
(23,290
|
)
|
|
62.15
|
|
|
|
Forfeited
|
|
(31,341
|
)
|
|
(960
|
)
|
|
76.98
|
|
|
|
Non-vested at March 31, 2019
|
|
676,373
|
|
|
33,219
|
|
|
$
|
80.86
|
|
|
Years Ended March 31,
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Balance, Beginning of Year
|
|
$
|
6,872
|
|
|
$
|
6,861
|
|
|
$
|
5,909
|
|
|
Warranties issued during the period
|
|
11,177
|
|
|
12,305
|
|
|
11,823
|
|
|||
|
Settlements made during the period
|
|
(10,855
|
)
|
|
(12,294
|
)
|
|
(10,871
|
)
|
|||
|
Balance, End of Year
|
|
$
|
7,194
|
|
|
$
|
6,872
|
|
|
$
|
6,861
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
|
|
Fair Value at
|
|
Fair Value at
|
|
Fair Value at
|
|
Fair Value at
|
||||||||
|
Balance Sheet Location
|
|
March 31, 2019
|
|
March 31, 2018
|
|
March 31, 2019
|
|
March 31, 2018
|
||||||||
|
Prepaid & Other
|
|
$
|
552
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued expenses and other
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
278
|
|
|
$
|
—
|
|
|
|
|
Location of (loss) gain recognized in income
|
|
Amount of (loss) gain recognized in income
|
||||||||||
|
Years Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||
|
Foreign currency forward contracts
|
|
Selling, general and administrative
|
|
$
|
235
|
|
|
$
|
(1,357
|
)
|
|
$
|
(1,886
|
)
|
|
Commodity swap contracts
|
|
Cost of revenues
|
|
$
|
434
|
|
|
$
|
373
|
|
|
$
|
376
|
|
|
|
|
|
|
|
Fair Value Measurements
|
|||||||||||||||||||||||
|
At March 31,
|
|
Carrying Value
|
|
Quoted Prices
in Active Markets
for Identical Assets
|
|
Significant Other
Observable Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||||||||||||||
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||||||||||||
|
|
2019
|
2018
|
|
2019
|
2018
|
|
2019
|
2018
|
|
2019
|
2018
|
|||||||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cash and cash equivalents
|
|
$
|
220,633
|
|
$
|
201,534
|
|
|
$
|
220,633
|
|
$
|
201,534
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Forward and swap contracts (1)
|
|
552
|
|
187
|
|
|
—
|
|
—
|
|
|
552
|
|
187
|
|
|
—
|
|
—
|
|
||||||||
|
Equity investments (2)
|
|
13,873
|
|
12,961
|
|
|
13,873
|
|
12,961
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
|
Other investments
|
|
2,545
|
|
3,421
|
|
|
2,545
|
|
3,421
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Forward and swap contracts (1)
|
|
$
|
278
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
278
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Deferred compensation plans (2)
|
|
1,564
|
|
1,694
|
|
|
1,564
|
|
1,694
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||||||
|
Long term debt (3)
|
|
1,183,227
|
|
1,316,001
|
|
|
—
|
|
—
|
|
|
1,200,558
|
|
1,305,181
|
|
|
—
|
|
—
|
|
||||||||
|
Contingent consideration obligations (4)
|
|
5,950
|
|
8,068
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
5,950
|
|
8,068
|
|
||||||||
|
|
|
Contingent Consideration
|
||
|
Balance at March 31, 2017
|
|
$
|
4,451
|
|
|
Additions
|
|
5,774
|
|
|
|
Payments
|
|
(1,735
|
)
|
|
|
Reductions and adjustments
|
|
(593
|
)
|
|
|
Foreign currency translation adjustments
|
|
171
|
|
|
|
Balance at March 31, 2018
|
|
$
|
8,068
|
|
|
Payments
|
|
(691
|
)
|
|
|
Reductions and adjustments
|
|
(1,466
|
)
|
|
|
Foreign currency translation adjustments
|
|
39
|
|
|
|
Balance at March 31, 2019
|
|
$
|
5,950
|
|
|
|
Fiscal Year 2019
|
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
||||||||||||||
|
(dollars in thousands)
|
All Acquisitions (1)
|
|
All Acquisitions
|
|
Medisafe
|
|
Compass
|
|
Phoenix Surgical and Endo-Tek
|
||||||||||
|
Cash
|
$
|
—
|
|
|
$
|
235
|
|
|
$
|
3,751
|
|
|
$
|
—
|
|
|
$
|
769
|
|
|
Accounts receivable
|
750
|
|
|
1,464
|
|
|
3,634
|
|
|
629
|
|
|
1,123
|
|
|||||
|
Inventory
|
51
|
|
|
2,289
|
|
|
2,454
|
|
|
659
|
|
|
950
|
|
|||||
|
Property, plant and equipment
|
2,004
|
|
|
3,381
|
|
|
639
|
|
|
13
|
|
|
1,092
|
|
|||||
|
Other assets
|
479
|
|
|
126
|
|
|
—
|
|
|
31
|
|
|
46
|
|
|||||
|
Intangible assets
|
4,070
|
|
|
17,404
|
|
|
17,151
|
|
|
5,992
|
|
|
7,824
|
|
|||||
|
Goodwill
|
6,614
|
|
|
32,384
|
|
|
19,599
|
|
|
8,987
|
|
|
5,938
|
|
|||||
|
Total Assets
|
13,968
|
|
|
57,283
|
|
|
47,228
|
|
|
16,311
|
|
|
17,742
|
|
|||||
|
Current liabilities
|
(146
|
)
|
|
(2,077
|
)
|
|
(5,562
|
)
|
|
(309
|
)
|
|
(1,373
|
)
|
|||||
|
Non-current liabilities
|
(509
|
)
|
|
(2,679
|
)
|
|
(3,398
|
)
|
|
—
|
|
|
(1,263
|
)
|
|||||
|
Total Liabilities
|
(655
|
)
|
|
(4,756
|
)
|
|
(8,960
|
)
|
|
(309
|
)
|
|
(2,636
|
)
|
|||||
|
Net Assets
|
$
|
13,313
|
|
|
$
|
52,527
|
|
|
$
|
38,268
|
|
|
$
|
16,002
|
|
|
$
|
15,106
|
|
|
|
Gain (Loss) on Available for Sale Securities (1)
|
Defined Benefit
Plans (2)
|
Foreign Currency Translation (3)
|
Total Accumulated Other Comprehensive Income (Loss)
|
||||||||||||||||||||||||||||||||
|
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
||||||||||||||||||||||||
|
Beginning Balance
|
$
|
1,970
|
|
$
|
178
|
|
$
|
(673
|
)
|
$
|
(6,742
|
)
|
$
|
(2,355
|
)
|
$
|
5,108
|
|
$
|
16,457
|
|
$
|
(238,525
|
)
|
$
|
(72,594
|
)
|
$
|
11,685
|
|
$
|
(240,702
|
)
|
$
|
(68,159
|
)
|
|
Other Comprehensive Income (Loss) before reclassifications
|
—
|
|
1,703
|
|
745
|
|
3,920
|
|
(2,291
|
)
|
(5,491
|
)
|
(172,031
|
)
|
254,982
|
|
(165,931
|
)
|
(168,111
|
)
|
254,394
|
|
(170,677
|
)
|
||||||||||||
|
Reclassified from Accumulated Other Comprehensive Income (Loss)
|
—
|
|
89
|
|
106
|
|
(1,382
|
)
|
(2,096
|
)
|
(1,972
|
)
|
—
|
|
—
|
|
—
|
|
(1,382
|
)
|
(2,007
|
)
|
(1,866
|
)
|
||||||||||||
|
Net current-period Other Comprehensive Income (Loss)
|
—
|
|
1,792
|
|
851
|
|
2,538
|
|
(4,387
|
)
|
(7,463
|
)
|
(172,031
|
)
|
254,982
|
|
(165,931
|
)
|
(169,493
|
)
|
252,387
|
|
(172,543
|
)
|
||||||||||||
|
Cumulative adjustment to Retained Earnings (4)
|
$
|
(1,970
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,970
|
)
|
$
|
—
|
|
$
|
—
|
|
|
Ending Balance
|
$
|
—
|
|
$
|
1,970
|
|
$
|
178
|
|
$
|
(4,204
|
)
|
$
|
(6,742
|
)
|
$
|
(2,355
|
)
|
$
|
(155,574
|
)
|
$
|
16,457
|
|
$
|
(238,525
|
)
|
$
|
(159,778
|
)
|
$
|
11,685
|
|
$
|
(240,702
|
)
|
|
Quarters Ended
|
March 31,
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
||||||||
|
Fiscal 2019
|
|
|
|
|
|
|
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Product
|
$
|
374,937
|
|
|
$
|
327,639
|
|
|
$
|
314,659
|
|
|
$
|
278,790
|
|
|
Service
|
393,276
|
|
|
368,599
|
|
|
364,302
|
|
|
359,968
|
|
||||
|
Total Revenues
|
768,213
|
|
|
696,238
|
|
|
678,961
|
|
|
638,758
|
|
||||
|
Cost of Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Product
|
201,357
|
|
|
182,229
|
|
|
172,107
|
|
|
146,602
|
|
||||
|
Service
|
232,140
|
|
|
227,012
|
|
|
222,190
|
|
|
223,106
|
|
||||
|
Total Cost of Revenues
|
433,497
|
|
|
409,241
|
|
|
394,297
|
|
|
369,708
|
|
||||
|
Gross Profit
|
334,716
|
|
|
286,997
|
|
|
284,664
|
|
|
269,050
|
|
||||
|
Percentage of Revenues
|
43.6
|
%
|
|
41.2
|
%
|
|
41.9
|
%
|
|
42.1
|
%
|
||||
|
Restructuring Expenses
|
4,840
|
|
|
26,147
|
|
|
—
|
|
|
—
|
|
||||
|
Net Income Attributable to Shareholders
|
$
|
108,745
|
|
|
$
|
47,858
|
|
|
$
|
77,457
|
|
|
$
|
69,991
|
|
|
Basic Income Per Ordinary Share Attributable to Shareholders:
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
1.29
|
|
|
$
|
0.57
|
|
|
$
|
0.92
|
|
|
$
|
0.83
|
|
|
Diluted Income Per Ordinary Share Attributable to Shareholders:
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
1.27
|
|
|
$
|
0.56
|
|
|
$
|
0.91
|
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal 2018
|
|
|
|
|
|
|
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Product
|
$
|
351,010
|
|
|
$
|
309,461
|
|
|
$
|
286,557
|
|
|
$
|
273,605
|
|
|
Service
|
364,963
|
|
|
352,439
|
|
|
347,602
|
|
|
334,359
|
|
||||
|
Total Revenues
|
715,973
|
|
|
661,900
|
|
|
634,159
|
|
|
607,964
|
|
||||
|
Cost of Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Product
|
187,710
|
|
|
162,611
|
|
|
152,611
|
|
|
143,245
|
|
||||
|
Service
|
235,898
|
|
|
221,071
|
|
|
215,151
|
|
|
208,953
|
|
||||
|
Total Cost of Revenues
|
423,608
|
|
|
383,682
|
|
|
367,762
|
|
|
352,198
|
|
||||
|
Gross Profit
|
292,365
|
|
|
278,218
|
|
|
266,397
|
|
|
255,766
|
|
||||
|
Percentage of Revenues
|
40.8
|
%
|
|
42.0
|
%
|
|
42.0
|
%
|
|
42.1
|
%
|
||||
|
Restructuring Expenses
|
(53
|
)
|
|
78
|
|
|
27
|
|
|
51
|
|
||||
|
Net Income Attributable to Shareholders
|
$
|
73,598
|
|
|
$
|
94,781
|
|
|
$
|
64,459
|
|
|
$
|
58,077
|
|
|
Basic Income Per Ordinary Share Attributable to Shareholders:
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
0.87
|
|
|
$
|
1.12
|
|
|
$
|
0.76
|
|
|
$
|
0.68
|
|
|
Diluted Income Per Ordinary Share Attributable to Shareholders:
|
|
|
|
|
|
|
|
||||||||
|
Net income
|
$
|
0.86
|
|
|
$
|
1.11
|
|
|
$
|
0.75
|
|
|
$
|
0.68
|
|
|
Description
|
|
Balance at
Beginning
of Period
|
|
Charges
to Costs
and
Expenses
|
|
|
Charges
to Other
Accounts
|
|
|
Deductions
|
|
|
Balance at
End of
Period
|
||||||||||
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for trade accounts receivable (1)
|
|
$
|
12,472
|
|
|
$
|
356
|
|
|
|
$
|
(327
|
)
|
(3)
|
|
$
|
(2,856
|
)
|
(4)
|
|
$
|
9,645
|
|
|
Inventory valuation reserve
|
|
19,639
|
|
|
(673
|
)
|
(2)
|
|
788
|
|
(3)
|
|
—
|
|
|
|
19,754
|
|
|||||
|
Deferred tax asset valuation allowance
|
|
13,596
|
|
|
4,055
|
|
|
|
(1,653
|
)
|
(3)
|
|
(2,520
|
)
|
|
|
13,478
|
|
|||||
|
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Casualty loss reserves
|
|
$
|
20,949
|
|
|
$
|
4,456
|
|
|
|
$
|
(1,158
|
)
|
|
|
$
|
(4,505
|
)
|
|
|
$
|
19,742
|
|
|
Year ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for trade accounts receivable (1)
|
|
$
|
10,357
|
|
|
$
|
2,183
|
|
|
|
$
|
1,925
|
|
(3)
|
|
$
|
(1,993
|
)
|
(4)
|
|
$
|
12,472
|
|
|
Inventory valuation reserve
|
|
17,854
|
|
|
2,446
|
|
(2)
|
|
(661
|
)
|
(3)
|
|
—
|
|
|
|
19,639
|
|
|||||
|
Deferred tax asset valuation allowance
|
|
16,366
|
|
|
3,535
|
|
|
|
209
|
|
(3)
|
|
(6,514
|
)
|
|
|
13,596
|
|
|||||
|
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Casualty loss reserves
|
|
$
|
22,718
|
|
|
$
|
5,713
|
|
|
|
$
|
(2,563
|
)
|
|
|
$
|
(4,919
|
)
|
|
|
$
|
20,949
|
|
|
Year ended March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for trade accounts receivable (1)
|
|
$
|
11,185
|
|
|
$
|
1,248
|
|
|
|
$
|
11
|
|
(3)
|
|
$
|
(2,087
|
)
|
(4)
|
|
$
|
10,357
|
|
|
Inventory valuation reserve
|
|
18,707
|
|
|
(171
|
)
|
(2)
|
|
(682
|
)
|
(3)
|
|
—
|
|
|
|
17,854
|
|
|||||
|
Deferred tax asset valuation allowance
|
|
16,435
|
|
|
4,014
|
|
|
|
(214
|
)
|
(3)
|
|
(3,869
|
)
|
|
|
16,366
|
|
|||||
|
Recorded within liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Casualty loss reserves
|
|
$
|
20,222
|
|
|
$
|
5,000
|
|
|
|
$
|
768
|
|
|
|
$
|
(3,272
|
)
|
|
|
$
|
22,718
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
|
ITEM 9B.
|
OTHER INFORMATION
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
Plan Category
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
($)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security holders
|
|
2,104,685
|
|
$72.82
|
|
4,400,306
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
|
Total
|
|
2,104,685
|
|
$72.82
|
|
4,400,306
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
Exhibit
Number
|
Exhibit Description
|
|
3.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
10.41
|
|
|
|
|
|
10.42
|
|
|
|
|
|
10.43
|
|
|
|
|
|
10.44
|
|
|
|
|
|
10.45
|
|
|
|
|
|
10.46
|
|
|
10.47
|
|
|
|
|
|
10.48
|
|
|
|
|
|
10.49
|
|
|
|
|
|
10.50
|
|
|
|
|
|
10.51
|
|
|
|
|
|
10.52
|
|
|
|
|
|
10.53
|
|
|
|
|
|
10.54
|
|
|
|
|
|
10.55
|
|
|
|
|
|
10.56
|
|
|
|
|
|
10.57
|
|
|
|
|
|
10.58
|
|
|
|
|
|
10.59
|
|
|
|
|
|
10.60
|
|
|
|
|
|
10.61
|
|
|
|
|
|
10.62
|
|
|
|
|
|
10.63
|
|
|
|
|
|
10.64
|
|
|
|
|
|
10.65
|
|
|
|
|
|
10.66
|
|
|
|
|
|
10.67
|
|
|
|
|
|
10.68
|
|
|
|
|
|
10.69
|
|
|
|
|
|
10.70
|
|
|
|
|
|
10.71
|
|
|
|
|
|
10.72
|
|
|
|
|
|
10.73
|
|
|
|
|
|
10.74
|
|
|
|
|
|
10.75
|
|
|
|
|
|
10.76
|
|
|
|
|
|
|
|
STERIS plc
(Registrant)
|
|
|
|
|
|
|
|
Date:
|
May 30, 2019
|
By:
|
/S/ KAREN L. BURTON
|
|
|
|
Karen L. Burton
|
|
|
|
|
Vice President, Controller, and Chief Accounting Officer
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
/S/ WALTER M ROSEBROUGH, JR.
|
|
President, Chief Executive Officer and Director
|
|
May 30, 2019
|
|
Walter M Rosebrough, Jr.
|
|
|
|
|
|
/S/ MICHAEL J. TOKICH
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
May 30, 2019
|
|
Michael J. Tokich
|
|
|
|
|
|
/S/ KAREN L. BURTON
|
|
Vice President, Controller and Chief Accounting Officer
|
|
May 30, 2019
|
|
Karen L. Burton
|
|
|
|
|
|
*
|
|
Chairman and Director
|
|
May 30, 2019
|
|
Mohsen M. Sohi
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
Richard C. Breeden
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
Cynthia L. Feldmann
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
David B. Lewis
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
Jacqueline B. Kosecoff
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
Sir Duncan K. Nichol
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
Nirav R. Shah
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
Richard M. Steeves
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
Loyal W. Wilson
|
|
|
|
|
|
*
|
|
Director
|
|
May 30, 2019
|
|
Michael B. Wood
|
|
|
|
|
|
*
|
The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to the Powers of Attorney executed by the above-named directors of the Registrant and filed with the Securities and Exchange Commission on behalf of such directors.
|
|
Date:
|
May 30, 2019
|
By:
|
/S/ J. ADAM ZANGERLE
|
|
|
|
J. Adam Zangerle,
Attorney-in-Fact for Directors
|
|
|
EXHIBIT 3.1
|
||||
|
1
|
The name of the company is STERIS public limited company (the “Company”).
|
|
2
|
The Company is a public limited company, registered under Part 17 of the Companies Act 2014.
|
|
3
|
The objects for which the Company is established are as follows:
|
|
3.1
|
To carry on the business of a holding company and to co-ordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of such a holding company and, in particular, to carry on in all its branches the business of a management services company, to act as managers and to direct or coordinate the management of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company's board of directors and to exercise its powers as a shareholder of other companies.
|
|
3.2
|
To carry on all or any of the businesses of producers, designers, manufacturers, researchers, project managers, buyers, sellers, servicers, distributors of and dealers in all kinds of products and services for the healthcare market. The objects of the Company in this section 3.2 include, without limitation, infection prevention, contamination control and surgical procedural products and services and medical devices, and pharmaceutical, medicinal, healthcare, proprietary and industrial products, compounds and articles of all kinds, and to manufacture, make up, prepare, buy, sell, and deal in all articles, substances, and things commonly or conveniently used in or for making up, preparing, or packing any of the products in which the Company is authorised to deal or which may be required by customers of, or persons having dealings with, the Company, and to hold patents and intellectual property rights and to do all things usually dealt in by persons carrying on the above mentioned businesses or any of them or likely to be required in connection with any of the said businesses.
|
|
3.3
|
To acquire shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description, by original subscription, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.
|
|
3.4
|
To facilitate, effect, and encourage the creation, issue or conversion of, and to offer for public or private subscription, tender, purchase or exchange, shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description of the Company, of any member of the group to which the Company belongs or of any other person and to act as trustees in connection with any such securities and to take part in the conversion of business concerns and undertakings into companies.
|
|
3.5
|
To purchase or by any other means acquire any freehold, leasehold or other property and real estate and in particular lands, tenements and hereditaments of any tenure, whether subject or not to any charges or encumbrances, for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property and real estate, and any buildings, factories, mills, works, wharves, roads, rigs, machinery, engines, plant, live and dead stock, barges, vessels or things, and any real or personal property or rights whatsoever which may be necessary for, or may conveniently be used with, or may enhance the value or property of the Company, and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any such freehold, leasehold, or other property and real estate, lands, tenements or hereditaments, rights, privileges or easements.
|
|
3.6
|
To establish and contribute to any scheme (including any share option scheme or similar scheme) for the purchase of shares in the Company to be held for the benefit of current, or former, directors, officers, employees and consultants of, or to, the Company or any of its subsidiaries or associated undertakings, and to lend or otherwise provide money to such schemes or any such directors, officers, employees and consultants to enable them to purchase shares of the Company, in each case subject to applicable law.
|
|
3.7
|
To sell, lease, exchange, grant, convey, transfer or otherwise dispose of any or all of the property and real estate, investments or assets of the Company of whatever nature or tenure for such price, consideration, sum or other return, whether equal to or less than the market value thereof and whether by way of gift or otherwise, as the board of directors of the Company shall deem appropriate and to grant any fee farm grant or lease or to enter into any agreement for letting or hire of any such property or asset for a rent or return equal to or less than the market or rack rent therefor or at no rent and subject to or free from covenants and restrictions as the board of directors of the Company shall deem appropriate.
|
|
3.8
|
To acquire and undertake the whole or any part of the business, good-will and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which this Company is authorised to carry on, and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description that may be agreed upon, and to hold and retain or sell, mortgage or deal with any shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description so received.
|
|
3.9
|
To apply for, register, purchase, acquire, sell, lease, hold, use, administer, control, license or otherwise deal with any patents, brevets d’invention, copyrights, trademarks, licences, technical and industrial know-how, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other inventing information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which
|
|
3.10
|
To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as to, directly or indirectly, benefit the Company.
|
|
3.11
|
To incorporate or cause to be incorporated any one or more subsidiaries for the purpose of carrying on any business.
|
|
3.12
|
To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may from time to time be determined.
|
|
3.13
|
To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, and the repayment of the capital and principal of, and dividends, interest or premiums payable on, any stock, shares and securities of any company, whether having objects similar to those of this Company or not, and to give all kinds of indemnities.
|
|
3.14
|
To enter into, invest or engage in, acquire, hold or dispose of any financial instruments or risk management instruments, whether or not of a type currently in existence, and currency exchange, interest rate or commodity or index linked transactions (whether in connection with or incidental to any other contract, undertaking or business entered into or carried on by the Company or whether as an independent object or activity), including securities in respect of which the return or redemption amount is calculated by reference to any index, price or rate, monetary and financial instruments of all kinds, futures contracts, swaps and hedges (including credit default, interest rate and currency swaps and hedges of any kind whatsoever), options contracts, contracts for differences, commodities (including bullion and other precious metals), forward rate agreements, debentures, debenture stock, warrants, commercial paper, promissory notes, mortgage backed securities, asset backed securities, dealings in foreign currency, spot and forward rate exchange contracts, caps, floors, collars, and any other foreign exchange, interest rate or commodity or index linked arrangements, and such other instruments whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other purpose and to enter into any contract for and to exercise and enforce all rights and powers conferred by or incidental, directly or indirectly, to such transactions or the termination of any such transactions.
|
|
3.15
|
To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of, any person, firm or company including, without prejudice to the generality of the foregoing, any company which is, for the time being, the Company’s subsidiary, holding company, subsidiary of any such holding company or otherwise associated with the Company in business.
|
|
3.16
|
To borrow or raise finance or secure the payment of money in such manner as the Company shall think fit, and in particular by the provision of a guarantee or by the issue of shares, stocks, debentures, debenture stock, notes, loan notes, loan stock, bonds, obligations and other securities of all kinds, either perpetual or terminable and either redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing by trust deed, mortgage, charge,
|
|
3.17
|
To carry on the business of financing and re-financing whether asset based or not (including financing and re-financing of financial assets), including managing financial assets with or without security in whatever currency including financing or re-financing by way of loan, acceptance credits, commercial paper, euro medium term bonds, euro bonds, asset-backed securities, securitisation, synthetic securitisation, collateralised debt obligations, bank placements, leasing, hire purchase, credit sale, conditional sale, factoring, forfeiting, invoice discounting, note issue facilities, project financing, bond issuances, participation and syndications, assignment, novation, factoring, discounting, participation, sub-participation, derivative contracts, securities/stock lending contracts, repurchase agreements or other appropriate methods of finance and to discount mortgage receivables, loan receivables and lease rentals for persons wherever situated in any currency whatsoever, and to do all of the foregoing as principal, agent or broker.
|
|
3.18
|
To draw, make, accept, endorse, discount, execute, negotiate and issue promissory notes, bills of exchange, bills of lading, warrants, indentures, debentures and other negotiable or transferable instruments.
|
|
3.19
|
To subscribe for, take, purchase or otherwise acquire, hold, sell and transfer shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description of, or other interests in, any other company or person.
|
|
3.20
|
To hold in trust as trustees or as nominees and to deal with, manage and turn to account, any real or personal property of any kind, and in particular shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description, policies, book debts, claims and choses in actions, lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest in real or personal property, and any claims against such property or against any person or company.
|
|
3.21
|
To constitute any trusts with a view to the issue of preferred and, deferred or other special stocks or securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and to settle and regulate and if thought fit to undertake and execute any such trusts and to issue dispose of or hold any such preferred, deferred or other special stocks or securities.
|
|
3.22
|
To give any guarantee in relation to the payment of any debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations or other securities of any description and to guarantee the payment of interest thereon or of dividends on any stocks or shares of any company.
|
|
3.23
|
To construct, erect and maintain buildings, houses, flats, shops and all other works, erections, and things of any description whatsoever either upon the lands acquired by the Company or upon other lands and to hold, retain as investments or to sell, let, alienate, mortgage, charge or deal with all or any of the same and generally to alter, develop and improve the lands and other property of the Company.
|
|
3.24
|
To provide for the welfare of persons in the employment of or holding office with, or formerly in the employment of or holding office with, the Company or any of its subsidiaries and associated undertakings, including directors and ex-directors and the spouses, widows, widowers and
|
|
3.25
|
To remunerate by cash payments or allotment of shares or securities of the Company credited as fully paid up or otherwise any person or company for services rendered or to be rendered to the Company or any member of the group to which the Company belongs, whether in the course of employment with the Company or any group company or the conduct or the management of the business of the Company or any group company or in placing or assisting to place or guaranteeing the placing of any of the shares or other securities of the Company’s, or any group company’s capital, or any debentures or other securities of the Company or any group company or in or about the formation or promotion of the Company or any group company.
|
|
3.26
|
To enter into and carry into effect any arrangement for joint working in business or for sharing of profits or for amalgamation with any other company or association or any partnership or person carrying on any business within the objects of the Company.
|
|
3.27
|
To distribute in specie or as otherwise may be resolved all or any portion of the assets of the Company among its shareholders and, in particular, the shares, debentures or other securities of any other company owned by the Company or which this Company may have the power to dispose of.
|
|
3.28
|
To vest any real or personal property, rights or interest acquired or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.
|
|
3.29
|
To transact or carry on any business which may seem to be capable of being conveniently carried on in connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company’s property or rights.
|
|
3.30
|
To accept stock or shares in or indentures, debentures, mortgages or securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company, whether such shares shall be wholly or partly paid up.
|
|
3.31
|
To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company or which the Company shall consider to be preliminary thereto and to issue shares as fully or in part paid up, and to pay out of the funds of the Company all brokerage and charges incidental thereto.
|
|
3.32
|
To procure the Company to be registered or recognized in Ireland or in any foreign country or in any colony or dependency of any such foreign country or that the central management and control and/or place of effective management of the Company be located in any country, and to establish branches offices, places of business or subsidiaries in Ireland or any such foreign country or in any colony or dependency of any such foreign country.
|
|
3.33
|
To do all or any of the matters hereby authorised in any part of the world or in conjunction with or as trustee or agent for any other company or person or by or through any factors, trustees or agents.
|
|
3.34
|
To make gifts or grant bonuses to the directors or any other persons who are, or have been, in the employment of the Company including substitute and alternate directors.
|
|
3.35
|
To carry on any business which the Company may lawfully engage in and to do all such things incidental or conducive to the business of the Company.
|
|
3.36
|
To make or receive gifts by way of capital contribution or otherwise.
|
|
3.37
|
To reduce its share capital in any manner permitted by law.
|
|
3.38
|
To the extent permitted by law, to give whether directly or indirectly, any kind of financial assistance for the purpose of, or in connection with, the purchase of, or subscription for, shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description of the Company or of any company which is at any given time the Company’s holding company.
|
|
3.39
|
To do and take all such things, measures, acts and actions (including, but not limited to, entering into agreements, contracts, deeds and other documents or instruments and giving undertakings, covenants, representations, warranties, indemnities and other commitments and promises) as the Company considers may be necessary or required in connection with, or incidental or conducive to, attainment of the above objects, or any of them, or as are capable of being conveniently carried on in connection therewith.
|
|
4
|
The liability of the shareholders is limited.
|
|
5
|
The authorised share capital of the Company is: $550,000 divided into 500,000,000 ordinary shares of $0.001 each and 50,000,000 preferred shares of $0.001 each, and €25,000 divided into 25,000 deferred ordinary shares of €1.00 each.
|
|
1
|
DEFINITIONS
|
|
1.1
|
In these Articles (unless the context requires otherwise) the following words have the following meanings:
|
|
1.2
|
In these Articles:
|
|
(A)
|
words or expressions which are not defined in Article 1.1 or elsewhere in these Articles have the same meanings (where applicable) as in the Statutes as in force on the date of the adoption of these Articles,
|
|
(B)
|
a reference to any Statute or any provision of a Statute includes a reference to any statutory modification or re-enactment of it for the time being in force, as (where applicable) amended or modified or extended by any other Statute or any order, regulation, instrument or other subordinate legislation made under such Statute or statutory provision or under the Statute under which such statutory instrument was made,
|
|
(C)
|
words in the singular include the plural and vice versa, words importing any gender include all genders and a reference to a “person” includes any individual, firm, partnership, unincorporated association, company, corporation or other body corporate,
|
|
(D)
|
“mental disorder” means mental disorder as defined in section 3 of the Mental Health Act 2001,
|
|
(E)
|
a reference to an Uncertificated System is a reference to the Uncertificated System in respect of which the particular security, share, class of shares or class of securities or renounceable right of allotment of a share is a Participating Security,
|
|
(F)
|
where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for such purpose,
|
|
(G)
|
headings do not affect the interpretation of any Article,
|
|
(H)
|
any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding the terms,
|
|
(I)
|
any reference to a dividend includes any dividend or other distribution, in cash or by the distribution of assets, paid or distributed to shareholders out of the profits of the Company available for distribution, and includes final dividends, interim dividends and bonus dividends;
|
|
(J)
|
reference to “officer” or “officers” in these Articles means any executive that has been designated by the Company as an “officer” and, for the avoidance of doubt, shall not have the meaning given to such term in the Act, and any such officers shall not constitute officers of the Company within the meaning of section 2(1) of the Act, and
|
|
(K)
|
the masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies.
|
|
1.3
|
These Articles shall be governed by and construed in accordance with Irish law.
|
|
2
|
OPTIONAL PROVISIONS OF THE ACT
|
|
2.1
|
Without prejudice to section 1007(4) of the Act and save as otherwise expressly provided in these Articles, where a provision of these Articles covers substantially the same subject matter as any optional provisions (as defined in section 1007(2) of the Act) of the Act, any such optional provisions shall be deemed not to apply to the Company and, for the avoidance of doubt, these Articles shall be deemed to have effect and prevail over the terms of such optional provisions.
|
|
2.2
|
Sections 43(2), 43(3), 66(4), 77 to 81, 95(1)(a), 96(2) to (11), 124, 125, 126, 144(3), 144(4), 148(2), 158, 159, 160, 161, 162, 181(6), 182(2) and (5), 183(3) and (6), 187, 188, 338(5), 338(6), 618(1)(b), 620(8), 1090, 1092 and 1113 of the Act shall not apply to the Company.
|
|
3
|
SHARE CAPITAL
|
|
3.1
|
The authorised share capital of the Company is: $550,000 divided into 500,000,000 ordinary shares of $0.001 each and 50,000,000 preferred shares of $0.001 each, and €25,000 divided into 25,000 deferred ordinary shares of €1.00 each.
|
|
3.2
|
Subject to the provisions of the Statutes and of these Articles and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any shares in the capital of the Company may be issued with such preferred, deferred, qualified or other special rights and privileges and with such conditions restrictions or qualifications, whether in regard to preference, dividend, capital (including return of capital), voting or otherwise (including, but without prejudice to the generality of the foregoing, and subject to the provisions of the Statutes, shares which are to be redeemed or are liable to be redeemed at the option of the Company or the holders) as the Company may from time to time by Ordinary Resolution determine or, if the Company does not so determine, as the Directors may determine.
|
|
3.3
|
If two or more persons are registered as joint holders of any share any one of such persons may give effective receipts for any dividends or other monies payable in respect of such share, but such power shall not apply to the legal personal representatives of a deceased shareholder.
|
|
3.4
|
The Company shall not be bound to register more than four persons as joint holders of any share.
|
|
4
|
ORDINARY SHARES
|
|
4.1
|
The Ordinary Shares shall entitle the holders thereof to the rights set out below:
|
|
(A)
|
the Directors may declare and pay dividends on the Ordinary Shares in accordance with Article 121 to Article 132;
|
|
(B)
|
on a return of capital of the Company on a winding-up or otherwise, any surplus assets of the Company available for distribution to the holders of Ordinary Shares shall, be distributed to each holder of an Ordinary Share pro rata to its shareholding;
|
|
(C)
|
subject to the right of the Company to set record dates for the purposes of determining the identity of members entitled to notice of and / or to vote at a general meeting and to the provisions of Article 62, each holder of an Ordinary Share shall have one vote for every Ordinary Share of which it is the holder; and
|
|
(D)
|
Ordinary Shares are freely transferable in accordance with Article 39.
|
|
4.2
|
Unless the Directors specifically elect to treat such acquisition as a purchase for the purposes of the Act, an Ordinary Share shall be automatically deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company (including any agent or broker acting on behalf of the Company) and any person pursuant to which the Company acquires, agrees to acquire or will acquire Ordinary Shares, or an interest in Ordinary Shares, from such person. In these circumstances, the acquisition of such shares or interest in shares by the Company, save where acquired otherwise than for valuable consideration in accordance with the Act, shall constitute the redemption of a Redeemable Share in accordance with the Act. No resolution, whether special or otherwise, shall be required to be passed to deem any Ordinary Share a Redeemable Share.
|
|
4.3
|
The rights conferred upon any holder of any pre-existing shares in the share capital of the Company shall be deemed not to be varied by the operation of Article 4.2.
|
|
5
|
PREFERRED SHARES
|
|
5.1
|
The Preferred Shares may, from time to time, be allotted and issued, in one or more classes or series designated by the Directors, and the Directors are authorised to fix for each such class or series such voting power, full or limited, or no voting power, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series of Preferred Shares may be:
|
|
(A)
|
redeemable at the option of the Company, or the holders, or both, with the manner of the redemption to be set by the Board, and redeemable at such time or times, including upon a fixed date, and at such price or prices;
|
|
(B)
|
entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes of shares or any other series;
|
|
(C)
|
entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company; or
|
|
(D)
|
convertible into, or exchangeable for, shares of any other class or classes of shares, or of any other series of the same or any other class or classes of shares, of the Company at such price or prices or at such rates of exchange and with such adjustments as the Directors determine,
|
|
5.2
|
The rights conferred upon any holder of any pre-existing shares in the share capital of the Company shall be deemed not to be varied by the creation, issue and allotment of Preferred Shares (or class or series thereof) in accordance with Article 5.1.
|
|
6
|
DEFERRED ORDINARY SHARES
|
|
6.1
|
The Deferred Ordinary Shares shall rank pari passu with, and have the same rights, and be subject to the same restrictions, as the Ordinary Shares until the Scheme Effective Time.
|
|
6.2
|
From the Scheme Effective Time:
|
|
(A)
|
the holders of the Deferred Ordinary Shares shall not be entitled to receive notice of, attend, speak or vote at, any general meeting.
|
|
(B)
|
the holders of the Deferred Ordinary Shares shall not be entitled to receive any dividend or distribution declared, made or paid or any return of capital (save as provided for in this Article) and shall not be entitled to any further or other right of participation in the assets of the Company;
|
|
(C)
|
on a winding up of the Company, or other return of capital by the Company (other than on a redemption of any class of shares in the capital of the Company), the holders of the Deferred Ordinary Shares shall be entitled to participate in such winding up or return of capital, provided that such entitlement shall be limited to the repayment of the amount paid up or credited as paid up on the Deferred Ordinary Shares and shall be paid only after the holders of Ordinary Shares shall have received payment in respect of such amount as is paid up or credited as paid up on the Ordinary Shares held by them at that time, plus the payment in cash of €5,000,000 on each such Ordinary Share; and
|
|
(D)
|
the Company as agent for the holders of Deferred Ordinary Shares shall have the irrevocable authority to authorise and instruct the Secretary (or any other person as the Directors determine) to acquire, or to accept the surrender of, the Deferred Ordinary Shares for no consideration or for valuable consideration and to execute on behalf of such holders such documents as are necessary in connection with such acquisition or surrender, and pending such acquisition or surrender to retain the certificates, to the extent issued, for such Deferred Ordinary Shares. Any request by the Company to acquire, or for the surrender of, any Deferred Ordinary Shares may be made by the Directors depositing at the Registered Office a notice addressed to such person as the Directors shall have nominated on behalf of the holders of Deferred Ordinary Shares. A person whose shares have been acquired or surrendered in accordance with this Article shall cease to be a shareholder in respect of such Deferred Ordinary Shares but shall notwithstanding remain liable to pay the Company all monies which, at the date of acquisition or surrender, were payable by him or her to the Company in respect of such shares, but his or her liability shall cease if and when the Company has received payment in full of all such monies in respect of such shares. A notice issued pursuant to this Article shall be deemed to be validly issued notwithstanding the provisions of Articles 140 to 146 inclusive. The provisions of Article 4.2 shall apply to any acquisition of Deferred Ordinary Shares for valuable consideration as if reference therein to an Ordinary Share was to a Deferred Ordinary Share.
|
|
7
|
SECTION 1021: ALLOTMENT AUTHORITY
|
|
8
|
SECTION 1023: PRE-EMPTION DISAPPLICATION
|
|
9
|
RESIDUAL ALLOTMENT PROVISIONS
|
|
9.1
|
Subject to the provisions of these Articles relating to new shares, the shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Act) allot, re-classify,
|
|
9.2
|
Subject to any requirement to obtain the approval of shareholders under any laws, regulations or the rules of any stock exchange to which the Company is subject, the Board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the Board deems advisable, options to purchase or subscribe for such number of shares of any class or classes or of any series of any class as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued.
|
|
9.3
|
The Company may issue permissible letters of allotment (as defined by section 1019 of the Act).
|
|
9.4
|
Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by any allottee in favour of some other person.
|
|
9.5
|
If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment when due shall be paid to the Company by the person who for the time being shall be the holder of the share.
|
|
10
|
SHAREHOLDER RIGHTS PLAN
|
|
10.1
|
Subject to the provisions of the Act and the Irish Takeover Rules, the Board may exercise any power of the Company to establish a shareholders’ rights plan (the “Rights Plan”) including approving the execution of any document relating to the adoption and/or implementation of the Rights Plan. The Rights Plan may be in such form as the Board shall in its absolute discretion decide and may in particular (but without restriction or limitation) include such terms as are described in the Summary of Example Terms in the form appearing in the Appendix to these Articles.
|
|
10.2
|
Subject to the provisions of the Act and the Irish Takeover Rules, the Board may exercise any power of the Company to grant rights (including approving the execution of any documents relating to the grant of rights) (a) to subscribe for Ordinary Shares, Preferred Shares or another class of shares of the Company and/or (b) to acquire Depositary Interests issued by the Depositary (to whom the Company would issue new shares in connection therewith), in each case in accordance with the Rights Plan (the “Rights”).
|
|
10.3
|
The purposes for which the Board shall be entitled to establish the Rights Plan and to grant Rights in accordance therewith, as provided in Articles 10.1 and 10.2 above, shall include (without limitation) the following where, in the opinion of the majority of the Board members present at a duly convened meeting of the Board, acting in good faith and on such grounds as the Board shall consider reasonable, irrespective of whether such grounds would be considered reasonable by any other party with or without the benefit of hindsight, to do so would improve the likelihood that:
|
|
(A)
|
any process which may result in an acquisition or change of Control of the Company is conducted in an orderly manner;
|
|
(B)
|
an optimum price for shares (or Depositary Interests) would be received by or on behalf of all shareholders of the Company (or holders of Depositary Interests);
|
|
(C)
|
the Board would have additional time to gather relevant information or pursue appropriate strategies;
|
|
(D)
|
the success of the Company would be promoted for the benefit of its shareholders as a whole;
|
|
(E)
|
the long term interests of the Company, its shareholders and its business would be safeguarded; and/or
|
|
(F)
|
the Company would not suffer serious economic harm.
|
|
10.4
|
Subject to the provisions of the Act and the Irish Takeover Rules, the Board may determine not to redeem the Rights and, accordingly, exercise any power of the Company to (a) allot shares of the Company pursuant to the exercise of the Rights or (b) exchange or cause to be exchanged all or part of the Rights (in each case other than Rights held by an Acquiring Person) for Ordinary Shares, Preferred Shares, another class of shares of the Company and/or Depositary Interests (an “Exchange”) in each case in accordance with the Rights Plan. The purposes for which the Board shall be entitled not to redeem the Rights and, accordingly, to exercise any power of the Company to allot shares of the Company or effect an Exchange, shall include (without limitation) the following where, in the opinion of a majority of the Board members present at a duly convened meeting of the Board, acting in good faith and on such grounds as the Board shall consider reasonable, irrespective of whether such grounds would be considered reasonable by any other party with or without the benefit of hindsight, not to redeem the Rights and, accordingly, to exercise any power of the Company to effect an Exchange or to allot shares in the Company, would improve the likelihood that:
|
|
(A)
|
the use of abusive tactics by any person in connection with any potential acquisition or change of Control of the Company would be prevented;
|
|
(B)
|
any potential acquisition or change of Control of the Company at a price which would undervalue the Company or its shares (or Depositary Interests) would be prevented;
|
|
(C)
|
any potential acquisition or change of Control of the Company which would be likely to harm the prospects of the success of the Company for the benefit of its shareholders as a whole will be prevented;
|
|
(D)
|
the long term interests of the Company and/or, its shareholders and its business would be safeguarded; and/or
|
|
(E)
|
the Company would not suffer serious economic harm.
|
|
10.5
|
For the purposes of this Article 10, a person (an “Acquiring Person”) shall be deemed to have control (“Control”) of the Company if he or she, either alone or with any group of affiliated or associated persons and/or with anyone with whom he or she is acting in concert, exercises, or is able to exercise or is entitled to acquire, the direct or indirect power to direct or cause the direction of the management and policies of the Company, whether through the ownership of voting securities, by contract or otherwise, and in particular, but without prejudice to the generality
|
|
(A)
|
interests in shares carrying 20% or more of the voting rights attributable to the capital of the Company which are exercisable at a general meeting; or
|
|
(B)
|
such percentage of the issued share capital of the Company as would, if the whole of the income or assets of the Company were in fact distributed among the shareholders (without regard to any rights which he, she or any other person has as a loan creditor) entitle him or her to receive 20% or more of the income or assets so distributed; or
|
|
(C)
|
such rights as would, in the event of the winding-up of the Company or in any other circumstances, entitle him or her to receive 20% or more of the assets of the Company which would then be available for distribution among the shareholders.
|
|
10.6
|
For the purposes of this Article 10:
|
|
(A)
|
“person” shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality and “group of affiliated or associated persons” shall have the meaning given to such terms under the United States federal securities laws, including the Exchange Act;
|
|
(B)
|
a person shall be treated as entitled to acquire anything which he or she is entitled to acquire at a future date, or will at a future date be entitled to acquire, irrespective of whether such future acquisition is contingent upon satisfaction of any conditions precedent; and
|
|
(C)
|
there shall be attributed to any person (other than a Depositary) any rights or powers which another person possesses on his or her behalf or may be required to exercise at his discretion or on his or her behalf (including rights or powers of a nominee possessed or exercisable by the nominee on behalf of such person).
|
|
10.7
|
The duties of the Directors to the Company under applicable law, including, but not limited to, the Act and common law, are hereby deemed amended and modified such that the adoption of a Rights Plan and any actions taken thereunder by the Directors (if so approved by the Directors) shall be deemed to constitute an action in the best interests of the Company in all circumstances, and any such action shall be deemed to be immediately confirmed, approved and ratified.
|
|
11
|
COMMISSIONS AND BROKERAGE
|
|
12
|
TRUSTS NOT RECOGNISED
|
|
13
|
FINANCIAL ASSISTANCE
|
|
14
|
REDEMPTION AND REPURCHASE OF OWN SHARES
|
|
14.1
|
Subject to the provisions of the Act and the other provisions of these Articles, and without prejudice to the provisions of Articles 4.3 and 5.2, the Company may:
|
|
(A)
|
pursuant to section 66(4) of the Act, issue any shares which are to be redeemed or are liable to be redeemed at the option of the Company or the shareholders on such terms and in such manner as may be determined by the Directors;
|
|
(B)
|
redeem shares of the Company on such terms as may be contained in, or be determined pursuant to the provisions of, these Articles. Subject as aforesaid, the Company may cancel any shares so redeemed or may hold them as treasury shares and re-issue such treasury shares as shares of any class or classes or cancel them;
|
|
(C)
|
subject to or in accordance with the provisions of the Act and without prejudice to any relevant special rights attached to any class of shares, acquire any of its own shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between shareholders, including shareholders of the same class) and may cancel any shares so purchased or hold them as treasury shares and may reissue any such shares as shares of any class or classes or cancel them; or
|
|
(D)
|
convert any of its shares into Redeemable Shares.
|
|
14.2
|
The Company may make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Act.
|
|
14.3
|
Unless the Board determines otherwise, the holder of any shares being purchased or redeemed shall be bound to deliver up to the Company at its Registered Office or such other place as the Board shall specify, the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him or her the purchase or redemption monies or consideration in respect thereof.
|
|
15
|
VARIATION OF CLASS RIGHTS
|
|
15.1
|
Subject to the provisions of the Act and the other provisions of these Articles and without prejudice to the provisions of Articles 4.3 and 5.2, if at any time the share capital is divided into different classes of shares, the rights attached to any class of shares may, whether or not the Company is being wound up, be varied or abrogated:
|
|
(A)
|
with the consent in writing from the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any shares held as treasury shares); or
|
|
(B)
|
with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class sanctioning the variation, provided that, if the relevant class of holders has only one holder, that person present in person or by proxy shall constitute the necessary quorum for such a meeting. To every such meeting the provision of Article 46.5 shall apply.
|
|
15.2
|
Subject to the terms of issue of or rights attached to any shares, the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by:
|
|
(A)
|
the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) therewith;
|
|
(B)
|
the operation of Article 4.2;
|
|
(C)
|
the issue and allotment of Preferred Shares (or class or series thereof) in accordance with Article 5.1; or
|
|
(D)
|
the reduction of the capital paid up on such shares or by the purchase or redemption by the Company of any of its own shares in accordance with the Statutes and these Articles.
|
|
16
|
VARIATION OF COMPANY CAPITAL
|
|
16.1
|
The Company may by Ordinary Resolution vary its company capital as permitted by section 83 of the Act.
|
|
17
|
FRACTIONS
|
|
17.1
|
If, as the result of a consolidation and division or a sub-division of shares, fractions of shares become attributable to shareholders, the Board may on behalf of the shareholders deal with the fractions as it thinks fit, including (without limitation) in either of the ways prescribed in this Article below.
|
|
17.2
|
The Board may sell shares representing the fractions to any person (including, subject to the Statutes, the Company) for the best price reasonably obtainable and distribute the net proceeds of sale (subject to any applicable tax, abandoned property laws and the reasonable expenses of sale) in due proportion amongst the persons to whom such fractions are attributable (except that if the amount due to a person is less than €5.00, or such other sum as the Board may decide, the Company may retain such sum for its own benefit). To give effect to such sale the Board may:
|
|
(A)
|
in the case of certificated shares, authorise a person to execute an instrument of transfer of shares to the purchaser or as the purchaser may direct; and
|
|
(B)
|
in the case of uncertificated shares, exercise any power conferred on it by Article 21.9 (uncertificated shares) to effect a transfer of the shares.
|
|
17.3
|
The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to in Article 17.2 shall be effective as if it had been executed or exercised by the holder of the shares to which it relates.
|
|
17.4
|
In relation to such fractions, the Board may issue, subject to the Statutes, to a shareholder credited as fully paid by way of capitalisation the minimum number of shares required to round up his or her holding of shares to a number which, following a consolidation and division or a sub-division, leaves a whole number of shares (such issue being deemed to have been effected immediately before the consolidation or the sub-division, as the case may be). The amount required to pay up those shares may be capitalised as the Board thinks fit out of amounts standing to the credit of any reserve or fund of the Company (including any share premium account, undenominated capital account, revaluation reserve, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares. A resolution of the Board capitalising part of any such reserve or fund will have the same effect as if the capitalisation had been made with the sanction of an Ordinary Resolution of the Company pursuant to Article 132. In relation to the capitalisation the Board may exercise all the powers conferred on it by Article 132 without the sanction of an Ordinary Resolution of the Company.
|
|
18
|
REDUCTION OF SHARE CAPITAL
|
|
19
|
RIGHT TO CERTIFICATES
|
|
19.1
|
Subject to the Statutes, the requirements of (to the extent applicable) the rules of any stock exchange to which the shares are admitted to trading, and these Articles, every person (except any person in respect of whom the Company is not required by the Statutes to complete and have ready for delivery a share certificate), upon becoming the holder of a certificated share is entitled, without charge, to receive within one month after allotment or within one month of lodgement of a transfer (unless the conditions of issue provide for a longer interval), one certificate for all the certificated shares of a class registered in his or her name or, in the case of certificated shares of more than one class being registered in his or her name, to a separate certificate for each class of shares, unless the terms of issue of the shares provide otherwise.
|
|
19.2
|
Where a shareholder transfers part of his or her shares comprised in a certificate, the old certificate shall be cancelled and he or she shall be entitled, without charge, to one certificate for the balance of the certificated shares retained by him or her.
|
|
19.3
|
If and so long as all the issued shares in the capital of the Company or all the issued shares of a particular class are fully paid up and rank pari passu for all purposes, then none of those shares
|
|
19.4
|
In the case of joint holders of shares held in certificated form the Company shall not be bound to issue more than one certificate to all the joint holders, and delivery of such certificate to any one of them shall be sufficient delivery to all.
|
|
19.5
|
A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares. It shall be issued under the Seal, which may be affixed to or printed on it, or in such other manner as the Board may approve, having regard to the terms of issue and the requirements of (to the extent applicable) the rules of any stock exchange to which the shares are admitted to trading (including by way of signature or facsimile of the signature of any person to be applied to such share certificate by any mechanical or electronic means in place of that person’s actual signature).
|
|
20
|
REPLACEMENT CERTIFICATES
|
|
21
|
UNCERTIFICATED SHARES
|
|
21.1
|
The Board may resolve that a class of shares is to become, or is to cease to be, a Participating Security.
|
|
21.2
|
Shares of a class shall not be treated as forming a separate class from other shares of the same class as a consequence of such shares being held in certificated or uncertificated form or of any provision in these Articles or the Uncertificated Securities Regulations applying only to certificated shares or to uncertificated shares.
|
|
21.3
|
Any share of a class which is a Participating Security may be changed from an uncertificated share to a certificated share and from a certificated share to an uncertificated share in accordance with the Uncertificated Securities Regulations.
|
|
21.4
|
These Articles apply to uncertificated shares of a class which is a Participating Security only to the extent that these Articles are consistent with the holding of such shares in uncertificated form, with the transfer of title to such shares by means of the Uncertificated System and with the Uncertificated Securities Regulations.
|
|
21.5
|
The Board may establish regulations not included in these Articles which (in addition to or in substitution for any provisions in these Articles):
|
|
(A)
|
apply to the issue, holding or transfer of uncertificated shares;
|
|
(B)
|
set out (where appropriate) the procedures for conversion and/or redemption of uncertificated shares; and/or
|
|
(C)
|
the Board considers necessary or appropriate to ensure that these Articles are consistent with the Uncertificated Securities Regulations and/or the Operator’s rules and practices.
|
|
21.6
|
Such regulations will apply instead of any relevant provisions in these Articles which relate to certificates and the transfer, conversion and redemption of shares or which are not consistent with the Uncertificated Securities Regulations, in all cases to the extent (if any) stated in such regulations. If the Board makes any such regulations, Article 21.4 will (for the avoidance of doubt) continue to apply to these Articles, when read in conjunction with those regulations.
|
|
21.7
|
Any instruction given by means of an Uncertificated System as referred to in these Articles shall be a dematerialised instruction given in accordance with the Uncertificated Securities Regulations, the facilities and requirements of the Uncertificated System and the Operator’s rules and practices.
|
|
21.8
|
For any purpose under these Articles, the Company may treat a shareholder’s holding of uncertificated shares and of certificated shares of the same class as if they were separate holdings, unless the Board otherwise decides.
|
|
21.9
|
Where the Company is entitled under the Statutes, the Operator’s rules and practices, these Articles or otherwise to dispose of, forfeit, enforce a lien over or impose a restriction on or sell or otherwise procure the sale of any shares of a class which is a Participating Security which are held in uncertificated form, the Board may take such steps (subject to the Uncertificated Securities Regulations and to such rules and practices) as may be required or appropriate, by instruction by means of the Uncertificated System or otherwise, to effect such disposal, forfeiture, enforcement or sale including by (without limitation):
|
|
(A)
|
requesting or requiring the deletion of any computer-based entries in the Uncertificated System relating to the holding of such shares in uncertificated form;
|
|
(B)
|
altering such computer-based entries so as to divest the holder of such shares of the power to transfer such shares other than to a person selected or approved by the Company for the purpose of such transfer;
|
|
(C)
|
requiring any holder of such shares, by notice in writing to him or her, to change his or her holding of such uncertificated shares into certificated form within any specified period;
|
|
(D)
|
requiring any holder of such shares to take such steps as may be necessary to sell or transfer such shares as directed by the Company;
|
|
(E)
|
otherwise rectify or change the Share Register in respect of any such shares in such manner as the Board considers appropriate (including, without limitation, by entering the name of a transferee into the Share Register as the next holder of such shares); and/or
|
|
(F)
|
appointing any person to take any steps in the name of any holder of such shares as may be required to change such shares from uncertificated form to certificated form and/or to effect the transfer of such shares (and such steps shall be effective as if they had been taken by such holder).
|
|
21.10
|
The Company shall enter on the Share Register how many shares are held by each shareholder in uncertificated form and in certificated form and shall maintain the register in each case as is required by the Uncertificated Securities Regulations and the relevant system concerned.
|
|
21.11
|
The provisions of Articles 19 and 20 shall not apply to uncertificated shares.
|
|
22
|
COMPANY’S LIEN ON SHARES NOT FULLY PAID
|
|
22.1
|
The Company shall have a first and paramount lien on each issued share (not being a fully paid share) for all amounts payable to the Company (whether actually or contingently and whether presently payable or not) in respect of such share.
|
|
22.2
|
The lien applies to all dividends on any such share and to all amounts payable by the Company in respect of such share. It also applies notwithstanding that:
|
|
(A)
|
the Company may have notice of any equitable or other interest of any person in any such share; or
|
|
(B)
|
any such amounts payable may be the joint debts and liabilities of both the holder of the share and one or more other persons.
|
|
22.3
|
The Board may resolve that any share be exempt wholly or in part from this Article.
|
|
23
|
ENFORCEMENT OF LIEN BY SALE
|
|
23.1
|
For the purpose of enforcing the Company’s lien on any shares, the Board may sell them in such manner as it decides if an amount in respect of which the lien exists is presently payable and is not paid within fourteen (14) clear days following the giving of a notice to the holder (or any person entitled by transmission to the share) demanding payment of the amount due within such fourteen clear day period and stating that if the notice is not complied with the shares may be sold.
|
|
23.2
|
To give effect to such sale the Board may:
|
|
(A)
|
in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of the holder of, or the person entitled by transmission to, them to the purchaser or as the purchaser may direct; and
|
|
(B)
|
in the case of uncertificated shares, exercise any power conferred on it by Article 21.9 to effect a transfer of the shares.
|
|
23.3
|
The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer, and after the name of the purchaser has been entered in the Share Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Any instrument or exercise referred to in Article 23.2 shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.
|
|
23.4
|
The net proceeds of any sale of shares subject to the Company’s lien under these Articles (after payment of the costs and expenses of sale) shall be applied in or towards satisfaction of the amount then due to the Company in respect of the shares. Any balance shall be paid to the original holder of, or the person entitled (but for such sale) by transmission to, the shares on (in the case of certificated shares) surrender to the Company for cancellation of the certificate for such shares and (in all cases) subject to the Company having a lien on such balance on the same basis as applied to such shares for any amount not presently payable as existed on such shares before the sale.
|
|
23.5
|
Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares registered in the Share Register as held either jointly or solely by any shareholder or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such shareholder by the Company on or in respect of any shares registered as mentioned above or for or on account or in respect of any shareholder and whether in consequence of:
|
|
(A)
|
the death of such shareholder;
|
|
(B)
|
the non-payment of any income tax or other tax by such shareholder;
|
|
(C)
|
the non-payment of any estate, probate, succession, death, stamp or other duty by the executor or administrator of such shareholder or by or out of her estate; or
|
|
(D)
|
any other act or thing,
|
|
(1)
|
the Company shall be fully indemnified by such shareholder or her executor or administrator from all liability;
|
|
(2)
|
the Company shall have a lien upon all dividends and other monies payable in respect of the shares registered in the Share Register as held either jointly or solely by such shareholder for all monies paid or payable by the Company as referred to above in respect of such shares or in respect of any dividends or other monies thereon or for or on account or in respect of such shareholder under or in consequence of any such law, together with interest at the rate of 15% per annum (or such other rate as the Board may determine) thereon from the date of payment to date of repayment, and the Company may deduct or set off against such dividends or other monies so payable any monies paid or payable by the Company as referred to above together with interest at the same rate;
|
|
(3)
|
the Company may recover as a debt due from such shareholder or her executor or administrator (wherever constituted) any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period referred to above in excess of any dividends or other monies then due or payable by the Company; and
|
|
(4)
|
the Company may if any such money is paid or payable by it under any such law as referred to above refuse to register a transfer of any shares by any such shareholder or her executor or administrator until such money and interest is set off or deducted as referred to above or in the case that it exceeds the amount of any such dividends or other monies then due or payable by the Company, until such excess is paid to the Company.
|
|
23.6
|
Subject to the rights conferred upon the holders of any class of shares, nothing in Article 23.5 will prejudice or affect any right or remedy which any law may confer or purport to confer on the Company. As between the Company and every such shareholder as referred to above (and, her executor, administrator and estate, wherever constituted), any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.
|
|
24
|
CALLS
|
|
24.1
|
Subject to the terms on which shares are allotted, the Board may make calls on the shareholders (and any persons entitled by transmission) in respect of any amounts unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the allotment terms. Each such shareholder or other person shall pay to the Company the amount called, subject to receiving at least fourteen (14) clear days’ notice specifying when and where the payment is to be made, as required by such notice.
|
|
24.2
|
A call may be made payable by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part as the Board may decide. A person upon whom a call is made shall remain liable for calls made upon him or her notwithstanding the subsequent transfer of the shares in respect of which the call was made.
|
|
24.3
|
A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed.
|
|
25
|
LIABILITY OF JOINT HOLDERS
|
|
26
|
INTEREST
|
|
27
|
DIFFERENTIATION
|
|
28
|
PAYMENT IN ADVANCE OF CALLS
|
|
28.1
|
The Board may, if it thinks fit, receive from any shareholder (or any person entitled by transmission) willing to advance the same or all or any part of the amount uncalled and unpaid on the shares held by him or her (or to which he or she is entitled). The liability of each such shareholder or other person on the shares to which such payment relates shall be reduced by such amount. The Company may pay interest on such amount from the time of receipt until the time when such amount would, but for such advance, have become due and payable at such rate not exceeding the appropriate rate (as defined by the Act) as the Board may decide.
|
|
28.2
|
No sum paid up on a share in advance of a call shall entitle the holder to any portion of a dividend subsequently declared or paid in respect of any period prior to the date on which such sum would, but for such payment, become due and payable.
|
|
29
|
RESTRICTIONS IF CALLS UNPAID
|
|
30
|
SUMS DUE ON ALLOTMENT TREATED AS CALLS
|
|
31
|
FORFEITURE AFTER NOTICE OF UNPAID CALL
|
|
31.1
|
If a call or an instalment of a call remains unpaid after it has become due and payable, the Board may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses that the Company may have incurred by reason of such non-payment. The notice shall state the place where payment is to be made and that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. If the notice is not complied with, any shares in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Board. The forfeiture will include all dividends and other amounts payable in respect of the forfeited shares which have not been paid before the forfeiture.
|
|
31.2
|
The Board may accept the surrender of a share which is liable to be forfeited in accordance with these Articles. All provisions in these Articles which apply to the forfeiture of a share also apply to the surrender of a share.
|
|
31.3
|
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
|
|
31.4
|
On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the shareholder sued is entered in the Share Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the shareholder sued, in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
|
|
32
|
NOTICE AFTER FORFEITURE
|
|
32.1
|
When a share has been forfeited, the Company shall give notice of the forfeiture to the person who was before forfeiture the holder of the share or the person entitled by transmission to the share. An entry that such notice has been given and of the fact and date of forfeiture shall be made in the Share Register. No forfeiture will be invalidated by any omission to give such notice or make such entry.
|
|
32.2
|
The Board may accept a surrender of any share liable to be forfeited hereunder.
|
|
33
|
CONSEQUENCES OF FORFEITURE
|
|
33.1
|
Subject to the provisions of the Act, a share shall, on its forfeiture, become the property of the Company and all interest in and all claims and demands against the Company in respect of a share and all other rights and liabilities incidental to the share as between its holder and the Company shall, on its forfeiture, be extinguished and terminate except as otherwise stated in these Articles.
|
|
33.2
|
The holder of a share (or the person entitled to it by transmission) which is forfeited or surrendered shall:
|
|
(A)
|
on its forfeiture or surrender cease to be a shareholder (or a person entitled) in respect of it;
|
|
(B)
|
if a certificated share, surrender to the Company for cancellation the certificate for the share;
|
|
(C)
|
remain liable to pay to the Company all monies payable in respect of the share at the time of forfeiture, with interest from such time of forfeiture until the time of payment, in the same manner in all respects as if the share had not been forfeited; and
|
|
(D)
|
remain liable to satisfy all (if any) claims and demands which the Company might have enforced in respect of the share at the time of forfeiture without any deduction or allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal, but his or her liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.
|
|
33.3
|
The forfeiture or surrender of a share shall involve the extinction at the time of forfeiture or surrender of all interest in and all claims and demands against the Company in respect of the share as between the shareholder whose share is forfeited or surrendered and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the Act given or imposed in the case of past shareholders.
|
|
33.4
|
Notwithstanding any such forfeiture as aforesaid, the Board may, at any time before the forfeited shares have been otherwise disposed of, annul the forfeiture, on the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share, or on the terms of compliance with the terms of any notice served under section 1062 of the Act, as appropriate, and on such further terms (if any) as it shall see fit.
|
|
34
|
DISPOSAL OF FORFEITED SHARE
|
|
34.1
|
Subject to the Act, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board may decide either to the person who was before the forfeiture the holder or to any other person. At any time before the disposal, the forfeiture may be cancelled on such terms as the Board may decide. Where for the purpose of its disposal a forfeited share is to be transferred to any transferee, the Board may:
|
|
(A)
|
in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of their holder to the purchaser or as the purchaser may direct; and
|
|
(B)
|
in the case of uncertificated shares, exercise any power conferred on it by Article 21.9 (uncertificated shares) to effect a transfer of the shares.
|
|
34.2
|
The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon he or she shall be registered as the holder of the share.
|
|
34.3
|
The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer, and after the name of the purchaser has been entered in the Share Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Any instrument or exercise referred to in Article 34.1 shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.
|
|
35
|
PROOF OF FORFEITURE
|
|
36
|
SALE OF SHARES
|
|
36.1
|
The Company may sell at the best price reasonably obtainable any share of a shareholder, or any share to which a person is entitled by transmission, if:
|
|
(A)
|
during the period of twelve (12) years prior to the date of the publication of the advertisements referred to in this Article 36.1 (or, if published on different dates, the earlier or earliest of them):
|
|
(1)
|
no cheque, warrant or money order in respect of such share sent by or on behalf of the Company to the shareholder or to the person entitled by transmission to the share, at his or her address in the Share Register or other address last known to the Company has been cashed;
|
|
(2)
|
no cash dividend payable on the shares has been satisfied by the transfer of funds to a bank account of the shareholder (or person entitled by transmission to the share) or by transfer of funds by means of the Uncertificated System; and
|
|
(3)
|
the Company has received no communication (whether in writing or otherwise) in respect of such share from such shareholder or person,
|
|
(B)
|
on or after the expiry of such twelve (12) year period the Company has given notice of its intention to sell such share by advertisements in a national newspaper published in the country in which the Registered Office is located and in a newspaper circulating in the area in which the address in the Share Register or other last known address of the shareholder or the person entitled by transmission to the share or the address for the service of notices on such shareholder or person notified to the Company in accordance with these Articles is located;
|
|
(C)
|
such advertisements, if not published on the same day, are published within thirty (30) days of each other; and
|
|
(D)
|
during a further period of three months following the date of publication of such advertisements (or, if published on different dates, the date on which the requirements of this Article 36.1 concerning the publication of newspaper advertisements are met) and prior to the sale the Company has not received any communication (whether in writing or otherwise) in respect of such share from the shareholder or person entitled by transmission.
|
|
36.2
|
To give effect to a sale pursuant to Article 36.1, the Board may:
|
|
(A)
|
in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of the holder of, or the person entitled by transmission to, them to the purchaser or as the purchaser may direct; and
|
|
(B)
|
in the case of uncertificated shares, exercise any power conferred on it by Article 21.9 (uncertificated shares) to effect a transfer of the shares.
|
|
36.3
|
The transferee will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer, and after the name of the purchaser has been entered in the Share Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. Any instrument or exercise referred to in Article 36.2 shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.
|
|
37
|
APPLICATION OF SALE PROCEEDS
|
|
38
|
APPLICABLE ESCHEATMENT LAWS
|
|
38.1
|
To the extent necessary in order to comply with any laws or regulations to which the Company is subject in relation to escheatment, abandonment of property or other similar or analogous laws or regulations (“Applicable Escheatment Laws”), the Company may deal with any share of any shareholder and any unclaimed cash payments relating to such share in any manner which it sees fit, including (but not limited to) transferring or selling such share and transferring to third parties any unclaimed cash payments relating to such share.
|
|
38.2
|
The Company may only exercise the powers granted to it in Article 38.1 above in circumstances where it has complied with, or procured compliance with, the required procedures (as set out in the Applicable Escheatment Laws) with respect to attempting to identify and locate the relevant shareholder.
|
|
38.3
|
Any stock transfer form to be executed by the Company in order to sell or transfer a share pursuant to Article 36.1 may be executed in accordance with Article 39.2.
|
|
39
|
FORM OF TRANSFER
|
|
39.1
|
Subject to these Articles, a shareholder may transfer all or any of his or her shares:
|
|
(A)
|
in the case of certificated shares, by an instrument of transfer in writing in any usual form or in another form approved by the Board, which must be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee; or
|
|
(B)
|
in the case of uncertificated shares, without a written instrument in accordance with the Uncertificated Securities Regulations.
|
|
39.2
|
The instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary or any such person that the Secretary nominates for that purpose (whether in respect of specific transfers or pursuant to a general standing authorisation), and the Secretary or the relevant nominee shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the shareholders in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary or the relevant nominee as agent for the transferor, and by the transferee where required by the Act, be deemed to be a proper instrument of transfer for the purposes of the Act. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered on the Share Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.
|
|
39.3
|
The Company, at its absolute discretion, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (a) seek reimbursement of the stamp duty from the transferee, (b) set-off the stamp duty against any dividends payable to the transferee of those shares and (c) claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid. The Company's lien shall extend to all dividends paid on those shares.
|
|
39.4
|
The transferor shall remain the holder of the share transferred until the name of the transferee is entered in the Share Register in respect of it.
|
|
39.5
|
The Board may at any time after the allotment of any share but before any person has been entered in the Share Register as the holder thereof recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board may think fit to impose.
|
|
40
|
REGISTRATION OF A CERTIFICATED SHARE TRANSFER
|
|
40.1
|
The Directors in their absolute discretion and without assigning any reason therefor may decline to register:
|
|
(A)
|
any transfer of a share which is not fully paid; or
|
|
(B)
|
any transfer to or by a minor or person of unsound mind;
|
|
40.2
|
Subject to these Articles, the Board may, in its absolute discretion, refuse to register the transfer of a certificated share or the renunciation of a permissible letter of allotment unless:
|
|
(A)
|
it is in respect of a share on which the Company has no lien;
|
|
(B)
|
it is in respect of only one class of shares;
|
|
(C)
|
it is in favour of a single transferee or renouncee or not more than four joint transferees or renouncees;
|
|
(D)
|
it is duly stamped (if required);
|
|
(E)
|
a fee of €10 or such lesser sum as the Directors may from time to time require, is paid to the Company; and
|
|
(F)
|
it is delivered for registration to the Registered Office or such other place as the Board may decide, accompanied by the certificate for the shares to which it relates (except in the case of a transfer of a share, for which a certificate has not been issued, by a person in respect of whom the Company is not required by the Act to complete and have ready for delivery a share certificate, and except in the case of a renunciation) and any other evidence as the Board may reasonably require to prove the title to such share of the transferor or person renouncing and the due execution by him or her of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on his or her behalf, the authority of such person to do so.
|
|
40.3
|
If the Board refuses to register a transfer or renunciation pursuant to this Article, it shall, within two months after the date on which the transfer or renunciation was delivered to the Company, send notice of the refusal to the transferee or renounce together with their reasons for the refusal. An instrument of transfer or renunciation which the Board refuses to register shall (except in the case of suspected fraud) be returned to the person delivering it. All instruments of transfer which are registered may, subject to these Articles, be retained by the Company.
|
|
40.4
|
The instrument of transfer of a certificated share shall be signed by or on behalf of the transferor.
|
|
40.5
|
In the case of a partly paid up share the instrument of transfer must also be signed by or on behalf of the transferee.
|
|
40.6
|
All instruments of transfer which shall be registered shall (except in case of fraud) remain the property of the Company and be retained by the Company, but any instrument of transfer which the Board may refuse to register shall (except in case of fraud) be returned to the party presenting the same.
|
|
41
|
REGISTRATION OF AN UNCERTIFICATED SHARE TRANSFER
|
|
41.1
|
The Board shall, subject to compliance with applicable Statutes, register a transfer of title to any uncertificated share or the renunciation or transfer of any renounceable right of allotment of a share which is a Participating Security held in uncertificated form in accordance with the Uncertificated Securities Regulations, except that the Board may refuse (subject to any relevant requirements of (to the extent applicable) the rules of any stock exchange to which the shares are admitted to trading) to register any such transfer or renunciation which is in favour of more
|
|
41.2
|
If the Board refuses to register any such transfer or renunciation the Company shall, within two months after the date on which the instruction relating to such transfer or renunciation was received by the Company, send notice of the refusal to the transferee or renouncee.
|
|
42
|
CLOSING OF REGISTER OF MEMBERS
|
|
43
|
ON DEATH
|
|
44
|
ELECTION OF PERSON ENTITLED BY TRANSMISSION
|
|
44.1
|
A person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder, or of any other event giving rise to a transmission of such entitlement by operation of law, may, on such evidence as to his or her title being produced as the Board may require, elect either to become registered as the holder of such share or to have some person nominated by him or her so registered. If he or she elects to be registered himself or herself, he or she shall give notice to the Company to that effect. If he or she elects to have some other person registered, he or she shall:
|
|
(A)
|
in the case of a certificated share, execute an instrument of transfer of such share to such person; and
|
|
(B)
|
in the case of an uncertificated share, either:
|
|
(1)
|
procure that all appropriate instructions are given by means of the Uncertificated System to effect the transfer of such share to such person; or
|
|
(2)
|
change the uncertificated share to certificated form and then execute an instrument of transfer of such share to such person.
|
|
44.2
|
All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer or instructions (as the case may be) referred to in Article 44.1 as if the notice were an instrument of transfer and as if the instrument of transfer was executed, or the instructions were given, by the shareholder and the event giving rise to the transmission had not occurred.
|
|
44.3
|
The Board may give notice requiring a person to make the election referred to in Article 44.1. If such notice is not complied with within sixty (60) days, the Board may withhold payment of all dividends and other amounts payable in respect of the share until notice of election has been made.
|
|
45
|
RIGHTS ON TRANSMISSION
|
|
46
|
ANNUAL AND OTHER GENERAL MEETINGS
|
|
46.1
|
The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen (15) months shall elapse between the date of one annual general meeting of the Company and that of the next. This Article shall not apply in the case of the first general meeting, in respect of which the Company shall convene the meeting within the time periods required by the Act.
|
|
46.2
|
Subject to the Act, all general meetings of the Company shall be held at such time and place as the Board shall determine.
|
|
46.3
|
All general meetings other than annual general meetings shall be called extraordinary general meetings.
|
|
46.4
|
The Board may, whenever it thinks fit, convene an extraordinary general meeting. An extraordinary general meeting shall, also be convened on such requisition, or in default may be convened by such requisitionists, as provided in the Act.
|
|
46.5
|
All provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the holders of any class of shares in the capital of the Company, except that:
|
|
(A)
|
the necessary quorum at any such meeting (or adjournment thereof) shall be shareholders of that class who together represent at least the majority of the voting rights of all the shareholders of that class entitled to vote, present in person or by proxy, at the relevant meeting; and
|
|
(B)
|
each holder of shares of the class shall, on a poll, have one vote in respect of every share of the class held by him or her.
|
|
47
|
NOTICE OF GENERAL MEETINGS
|
|
47.1
|
A general meeting that is an annual general meeting shall be convened by not less than twenty-one (21) clear days’ and no more than sixty (60) clear days’ notice.
|
|
47.2
|
Subject to the provisions of the Act and these Articles, all extraordinary general meetings shall be convened by not less than fourteen (14) clear days’ and no more than sixty (60) clear days’ notice.
|
|
47.3
|
Subject to the provisions of the Act and notwithstanding that it is convened by shorter notice than that specified in Articles 47.1 and 47.2, a general meeting shall be deemed to have been duly convened if it is so agreed by:
|
|
(A)
|
all the shareholders entitled to attend and vote at the meeting; and
|
|
(B)
|
the Auditors.
|
|
47.4
|
Subject to the provisions of the Act, a notice convening a general meeting shall specify:
|
|
(A)
|
whether the meeting is an annual general meeting or an extraordinary general meeting;
|
|
(B)
|
the place, the day and the time of the meeting;
|
|
(C)
|
the general nature of that business to be transacted at the meeting;
|
|
(D)
|
if the meeting is convened to consider a proposed Special Resolution, the text or substance of that proposed Special Resolution; and
|
|
(E)
|
with reasonable prominence, that (i) a shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote instead of him or her (ii) a proxy need not also be a shareholder; and (iii) the time by which the proxy must be received at the Registered Office (or some other place in Ireland as is specified for that purpose).
|
|
47.5
|
Subject to the provisions of the Act, notice of every general meeting shall be given in any manner permitted by these Articles to:
|
|
(A)
|
every shareholder;
|
|
(B)
|
the personal representative of a deceased shareholder;
|
|
(C)
|
the assignee in bankruptcy of a bankrupt shareholder (being a bankrupt shareholder who is entitled to vote at the meeting);
|
|
(D)
|
the Directors and Secretary of the Company; and
|
|
(E)
|
the Auditors.
|
|
47.6
|
The notice of every general meeting may specify a time by which a person must be entered on the Share Register in order for such person to have the right to attend or vote at the meeting (subject to the Uncertificated Securities Regulations).
|
|
47.7
|
The Board may determine that the shareholders entitled to receive notice of a meeting are those persons entered on the Share Register at the close of business on a day determined by the Board (subject to the Uncertificated Securities Regulations).
|
|
47.8
|
The accidental omission to send or give notice of a meeting to or, in cases where it is intended that it be sent out or given with the notice, an instrument of proxy or any other document to, or the non-receipt of any such item by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.
|
|
48
|
QUORUM FOR GENERAL MEETING
|
|
48.1
|
No business shall be transacted at a general meeting unless a quorum is present when the meeting proceeds to business. Save as otherwise provided by these Articles, a quorum will comprise qualifying persons who together are entitled to cast at least the majority of the voting rights of all the shareholders entitled to vote at the relevant meeting, on a poll. For the purposes of this Article 48.1 a proxy, attorney or other representative of a shareholder will be considered to be entitled to cast only the voting rights to which his or her appointment relates and not any other voting rights held by the shareholder he or she represents.
|
|
48.2
|
For the purposes of this Article, a “qualifying person” means (i) an individual who is a shareholder (other than a shareholder who, under these Articles or any restrictions imposed on any shares, is not entitled to attend, speak or vote, whether in person or by proxy, at any general meeting of the Company) or his or her validly appointed attorney, (ii) a person authorised under section 185 of the Act to act as the representative of a corporation in relation to the meeting, or (iii) a person appointed as a proxy of a shareholder in relation to the meeting. The Board is entitled, acting in good faith and without further enquiry, to assume the validity of any votes cast in person or by proxy.
|
|
48.3
|
The absence of a quorum will not prevent the appointment of a chairperson of the meeting. Such appointment shall not be treated as being part of the business of the meeting.
|
|
49
|
PROCEDURE IF QUORUM NOT PRESENT
|
|
49.1
|
If within fifteen (15) minutes (or such longer time not exceeding one hour as the chairperson of the meeting may decide to wait) after the time appointed for the holding of the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:
|
|
(A)
|
if convened on the requisition of shareholders, shall be dissolved; and
|
|
(B)
|
in any other case, shall stand adjourned to the same day in the next week or to such other day and at such other time and place as the chairperson (or, in default, the Board) may, subject to the provisions of the Act, determine.
|
|
49.2
|
If at such adjourned meeting a quorum is not present within fifteen (15) minutes after the time appointed for holding it the adjourned meeting shall be dissolved.
|
|
50
|
CHAIRPERSON OF GENERAL MEETING
|
|
51
|
RIGHTS OF DIRECTORS AND OTHERS TO ATTEND MEETINGS
|
|
52
|
ACCOMMODATION OF MEMBERS AT MEETING
|
|
(A)
|
to participate in the business for which the meeting has been convened;
|
|
(B)
|
to hear and see all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual communications equipment or otherwise); and
|
|
(C)
|
to be heard and seen by all other persons present in the same way.
|
|
53
|
SECURITY
|
|
54
|
POWER TO ADJOURN
|
|
54.1
|
The chairperson of the meeting may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting, from time to time (or indefinitely) and from place to place as the chairperson shall determine.
|
|
54.2
|
Without prejudice to any other power of adjournment which the chairperson of the meeting may have under these Articles, at common law or otherwise, the chairperson may, without the consent of the meeting, adjourn the meeting from time to time (or indefinitely) and from place to place if he or she decides that it is necessary or appropriate to do so in order to:
|
|
(A)
|
secure the proper and orderly conduct of the meeting; or
|
|
(B)
|
give all persons entitled to do so an opportunity of attending the meeting; or
|
|
(C)
|
give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or
|
|
(D)
|
ensure that the business of the meeting is properly concluded or disposed of, including (without limitation) for the purpose of determining the result of a poll.
|
|
54.3
|
Without prejudice to the generality of the foregoing, the chairperson of the meeting may in such circumstances direct that the meeting be held simultaneously in two or more venues connected for the duration of the meeting by audio or audio visual links or in two or more consecutive sessions with the votes taken being aggregated or that it be adjourned to a later time on the same day or a later date at the same or any other venue.
|
|
55
|
NOTICE OF ADJOURNED MEETING
|
|
56
|
BUSINESS OF ADJOURNED MEETING
|
|
57
|
THE BUSINESS OF THE ANNUAL GENERAL MEETINGS
|
|
57.1
|
Subject to the provisions of the Act and these Articles, the business of the annual general meeting shall include those matters provided for in section 186 of the Act.
|
|
57.2
|
No business may be transacted at a general meeting, other than business that:
|
|
(A)
|
is proposed by, or at the direction of, the Directors;
|
|
(B)
|
is proposed, in the case of an extraordinary general meeting, by requisition of shareholders, in accordance with the provisions of the Act;
|
|
(C)
|
is proposed, in the case of an annual general meeting, by shareholders in accordance with the provisions of Articles 58 and 59;
|
|
(D)
|
is proposed, at the direction of the High Court of Ireland; or
|
|
(E)
|
the chairperson of the general meeting determines, in his sole and absolute discretion, is business that may properly be regarded as within the scope of the meeting.
|
|
58
|
PROPOSED SHAREHOLDER RESOLUTIONS
|
|
58.1
|
Any request by a shareholder or shareholders to propose a resolution at a general meeting of the Company must, in order for the resolution to be properly moved at a meeting of the Company (i) comply with the requirements of the Act and the requirements of Article 59 and (ii) contain:
|
|
(A)
|
to the extent that the request relates to the nomination of a Director, as to each person whom the shareholder(s) propose(s) to nominate for election or re-election as a Director:
|
|
(1)
|
all information relating to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, and the regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected;
|
|
(2)
|
a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder(s) and any Shareholder Associated Person (as defined below), on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K of the Exchange Act if the shareholder(s) making the nomination and any Shareholder Associated Person were the “registrant” for purposes of such rule and the nominee were a Director or executive officer of such registrant;
|
|
(B)
|
to the extent that that request relates to any business other than the nomination of a Director that the shareholder(s) propose(s) to bring before the meeting, a comprehensive description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the text of the proposal (including the complete text of any resolution(s) proposed for consideration) and any material interest in such business of such shareholder(s) and any Shareholder Associated Person, individually or in the aggregate, including any anticipated benefit to the shareholder(s) or any Shareholder Associated Person therefrom;
|
|
(C)
|
as to the shareholder(s) giving the notice and the Shareholder Associated Person, if any, on whose behalf the nomination or proposal is made:
|
|
(1)
|
the name and address of such shareholder(s), as they appear on the Company’s books, and of such Shareholder Associated Persons, if any;
|
|
(2)
|
the class and number of shares of the Company which are, directly or indirectly, owned beneficially and of record by such shareholder(s) and such Shareholder Associated Persons, if any;
|
|
(3)
|
any “Derivative Instrument” owned beneficially, directly or indirectly, by such shareholder or Shareholder Associated Person(s), being any option, warrant, convertible security, share appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such
|
|
(4)
|
any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder(s) and such Shareholder Associated Persons, if any, have the right to vote any class or series of shares of the Company;
|
|
(5)
|
any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such shareholder(s) and such Shareholder Associated Persons, if any, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company by, manage the risk of share price changes for, or increase or decrease the voting power of, such shareholder(s), and such Shareholder Associated Persons, if any, with respect to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (any of the foregoing, a “Short Interest”);
|
|
(6)
|
any rights to dividends on the shares of the Company owned beneficially by such shareholder(s) and such Shareholder Associated Persons, if any, that are separated or separable from the underlying shares of the Company;
|
|
(7)
|
any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such shareholder(s), and such Shareholder Associated Persons, if any;
|
|
(8)
|
any other information relating to such shareholder(s) or such other beneficial owner or Shareholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and
|
|
(9)
|
to the extent known by the shareholder(s) giving the notice, and such Shareholder Associated Persons, if any, the name and address of any other shareholder or, as the case may be, the Shareholder Associated Person of such other shareholder, supporting the nominee for election or re-election as a Director or the proposal of other business on the date of such request, and
|
|
(D)
|
the information required in Article 58 (C) above shall be updated by such shareholder(s) as of the record date for the meeting not later than three days after the record date for the meeting.
|
|
58.2
|
To be eligible to be a nominee of any shareholder(s) for election or re-election as a Director of the Company, save where such election or re-election is at the recommendation of the Board, a person must deliver (in accordance, in the case of a resolution proposed to be moved at an annual general meeting of the Company, with the time periods prescribed in Article 59.1 for delivery of a request pursuant to Article 58.1) to the Secretary at the Registered Office a written questionnaire with respect to the background and qualifications of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such individual (a) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed therein, including without limitation any Voting Commitment that could limit or interfere with such individual’s ability to comply, if elected as a Director of the Company, with such individual’s fiduciary and other Director’s duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, (c) in such individual’s personal capacity and on behalf of any person or entity on whose behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a Director of the Company, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company publicly disclosed from time to time and (d) irrevocably submits his or her resignation as a Director effective upon a finding by a court of competent jurisdiction that such person has breached such written representation and agreement.
|
|
58.3
|
Except as otherwise provided by law or the Articles, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was proposed in accordance with the procedures set out in this Article 58 and, in the case of an annual general meeting, in Article 59 and, if any proposed nomination or other business is not in compliance with this Article 58 and, in the case of an annual general meeting, Article 59, to declare that such defective proposal or nomination shall be disregarded.
|
|
58.4
|
For the purposes of this Article 58, where nominations of persons for appointment to the board and/or proposals of other business to be considered by the shareholders (as the case may be) are made by or on behalf of more than one shareholder or Shareholder Associated Person, references to a shareholder or Shareholder Associated Person in relation to notice and other information requirements shall apply to each shareholder or Shareholder Associated Person, respectively, as the context requires.
|
|
58.5
|
For the purpose of this Article 58, a “Shareholder Associated Person” of any shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of the Company owned of record or beneficially by such shareholder or in which such shareholder is interested or in respect of which such shareholder has the ability to direct votes, and (iii) any person controlling, controlled by or under common
|
|
59
|
TIME FOR RECEIVING REQUESTS
|
|
59.1
|
In the case of a resolution proposed to be moved at an annual general meeting of the Company, a shareholder or Shareholder Associated Person who makes a request to which Article 58.1 relates, must deliver any such request in writing to the Secretary at the Registered Office not earlier than the close of business on the one hundred and twentieth (120th) calendar day nor later than the close of business on the ninetieth (90th) calendar day prior to the first anniversary of the preceding year’s annual general meeting, provided, however, that if the date of an annual meeting is more than thirty (30) calendar days before or more than sixty (60) calendar days after the first anniversary of the preceding year’s annual general meeting, notice by the shareholder must be so delivered in writing not earlier than the close of business on the one hundred and twentieth (120th) calendar day prior to such annual general meeting and not later than the close of business on the later of (i) the ninetieth (90th) calendar day prior to such annual general meeting and (ii) the fifth (5th) calendar day after the day on which public announcement of the date of such annual general meeting is first made by the Company provided that in no event shall any adjournment or postponement of an annual general meeting or the public announcement thereof commence a new time period for the giving of a shareholder’s notice as described in this Article.
|
|
59.2
|
For the purposes of the annual general meeting of the Company to be held in 2019, references in this Article 59 to the Company’s “preceding year’s annual general meeting” shall be construed as references to the 2018 annual general meeting of STERIS UK.
|
|
59.3
|
Notwithstanding anything in the foregoing provisions of this Article 59 to the contrary, if the number of Directors to be elected to the Board is increased and there is no public announcement by the Company naming all of the nominees for Director or specifying the size of the increased board of Directors made by the Company at least one hundred (100) calendar days prior to the date of the first anniversary of the preceding year’s annual general meeting, a shareholder’s notice required by this Article 59 shall also be considered as validly delivered in accordance with Article 59, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the Company’s registered not later than 5.00 p.m., local time, on the tenth (10th) calendar day after the day on which such public announcement is first made by the Company.
|
|
59.4
|
For purposes of this Article 59, “public announcement” shall mean disclosure in a press release reported by Reuters, the Dow Jones News Service, Associated Press or a comparable news service or in a document publicly filed by the Company with the US Securities and Exchange Commission pursuant to section 13, 14 or 15(d) of the Exchange Act.
|
|
59.5
|
Notwithstanding the provisions of Article 58 or the foregoing provisions of this Article 59, a shareholder shall also comply with all applicable requirements of the Act and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in Article 58 and this Article 59. Nothing in Article 58 or this Article 59 shall be deemed to affect any rights of shareholders to request inclusion of proposals in, nor the right of the Company to omit proposals
|
|
60
|
VOTING AT A GENERAL MEETING
|
|
61
|
POLL PROCEDURE
|
|
61.1
|
Each poll shall be conducted in such a manner as the chairperson directs, and the result of the poll shall be deemed to be the resolution in relation to the matter concerned, of the meeting at which the poll was taken.
|
|
61.2
|
In advance of any meeting, the chairperson shall appoint scrutineers or inspectors who need not be shareholders, to act at the meeting. The chairperson may appoint one or more persons as alternate scrutineers or inspectors to replace any scrutineer or inspector who fails to act. If no scrutineer or inspector or alternate scrutineer is willing or able to act at a meeting, the chairperson shall appoint one or more other persons to act as scrutineers or inspectors at the meeting. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was conducted.
|
|
61.3
|
Each scrutineer or inspector appointed in accordance with this Article 61 shall, prior to acting, be required to provide an undertaking to the Company, in a form determined by the Board, that he or she will execute the duties of a scrutineer or inspector with strict impartiality and according to the best of his or her ability.
|
|
61.4
|
Any poll conducted on the election of the chairperson or on any question of adjournment shall be taken at the meeting and without adjournment. A poll conducted on another question shall be taken at such time and place at the chairperson decides, either at once or after an interval or adjournment.
|
|
61.5
|
The date and time of the opening and the closing of a poll for each matter upon which the shareholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the scrutineers or inspectors after the closing of the poll unless a court with relevant jurisdiction upon application by a shareholder shall determine otherwise.
|
|
61.6
|
A shareholder entitled to more than one vote need not, if he or she votes, use all his or her votes or cast all the votes he or she uses in the same way.
|
|
62
|
VOTES OF MEMBERS
|
|
62.1
|
Every shareholder (other than a shareholder who, under these Articles or any restrictions imposed on any shares, is not entitled to vote, whether in person or by proxy, at any general meeting of the Company or any meeting of a class of shareholders of the Company) who (being an individual)
|
|
62.2
|
In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the holders stand in the Share Register in respect of the joint holding.
|
|
62.3
|
A shareholder in respect of whom an order has been made by any court or official having jurisdiction (whether in Ireland, the United States or elsewhere) in matters concerning mental disorder or incapacity may vote by his or her guardian or other person duly authorised to act on his or her behalf, who may vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming the right to vote shall be deposited at the Registered Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than forty eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable.
|
|
62.4
|
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairperson of the meeting, whose decision shall be final and conclusive.
|
|
63
|
CHAIRPERSON’S CASTING VOTE
|
|
64
|
VOTING RESTRICTIONS ON AN OUTSTANDING CALL
|
|
65
|
PROXY INSTRUMENT
|
|
65.1
|
Every shareholder entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his or her behalf and may appoint more than one proxy to attend, speak and vote at the same meeting. The appointment of a proxy shall be in any usual form or in any other form which the Board may approve, subject to compliance with any requirements as to form under the Act and, in the case of an instrument in writing, shall be executed by or on behalf of the appointor but need not be witnessed. In the case of an instrument in writing, a corporation may execute a form of proxy either under its common seal (or in any other manner permitted by law and having the same effect as if executed under seal) or under the hand of a duly authorised officer, attorney or other person. A shareholder may appoint more than one proxy to attend on the same occasion, but only one proxy may be appointed in respect of any one share. A proxy need not be a shareholder. The appointment of a proxy shall not preclude a shareholder from attending and voting at the meeting or at any adjournment of it. A form of proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting to which it relates.
|
|
65.2
|
The appointment of a proxy and any authority under which it is executed or a copy of the authority certified notarially or in some other way approved by the Board shall:
|
|
(A)
|
in the case of an instrument in writing be deposited at the Registered Office or at such other place as is specified in the notice convening the meeting, or in any instrument of proxy sent out by the Company in relation to the meeting, not less than forty eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote;
|
|
(B)
|
in the case of an appointment contained in a communication by electronic means, where an address has been specified for the purpose of receiving communications by electronic means:
|
|
(1)
|
in the notice convening the meeting; or
|
|
(2)
|
in any instrument of proxy sent out by the Company in relation to the meeting; or
|
|
(3)
|
in any invitation contained in an communication by electronic means to appoint a proxy issued by the Company in relation to the meeting,
|
|
(C)
|
be deemed to include the right to speak at the meeting and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit; and
|
|
(D)
|
unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates; and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid (unless, subject to the requirements of the Act, the Board, in its absolute discretion in relation to any such appointment, waives any such requirement and decides to treat such appointment as valid).
|
|
65.3
|
When two or more valid but differing appointments of proxy are delivered or received in respect of the same share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.
|
|
65.4
|
The Board may at the expense of the Company send forms of appointment of proxy to the shareholders by post, by communication by electronic means or otherwise (with or without provision for their return by pre-paid post) for use at any general meeting or at any separate meeting of the holders of any class of shares, either blank or nominating as proxy in the alternative any one or more of the Directors or any other person and worded so as to enable the proxy to vote either for or against or to withhold their vote in respect of the resolutions to be proposed at the meeting at which the proxy is to be used. If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the shareholders
|
|
65.5
|
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of the principal or the revocation of the instrument of proxy, or of the authority under which the instrument of proxy was executed, or the transfer of the share in respect of which the instrument of proxy is given, provided that no intimation in writing of such death, mental disorder, revocation or transfer shall have been received by the Company at the Registered Office, or at such other place as is referred to in Article 65.2, not less than forty eight (48) hours (excluding days which are not working days) before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used.
|
|
66
|
CORPORATE REPRESENTATIVES
|
|
67
|
AMENDMENT TO RESOLUTIONS
|
|
67.1
|
If an amendment shall be proposed to any resolution but shall in good faith be ruled out of order by the chairperson of the meeting, any error in such ruling shall not invalidate the proceedings on the substantive resolution.
|
|
67.2
|
In the case of a resolution duly proposed as a Special Resolution, no amendment to it (other than an amendment to correct a patent error) may be considered or voted on and in the case of a resolution duly proposed as an Ordinary Resolution no amendment to it (other than an amendment to correct a patent error) may be considered or voted on unless either at least forty eight (48) hours prior to the time appointed for holding the meeting or adjourned meeting at which such Ordinary Resolution is to be proposed notice in writing of the terms of the amendment and intention to move it has been lodged at the Registered Office or the chairperson of the meeting in his or her absolute discretion decides that it may be considered or voted on.
|
|
68
|
OBJECTION TO ERROR IN VOTING
|
|
69
|
FAILURE TO DISCLOSE INTERESTS IN SHARES
|
|
69.1
|
For the purpose of this Article:
|
|
(A)
|
“Exempt Transfer” means, in relation to shares held by a shareholder:
|
|
(1)
|
a transfer pursuant to acceptance of a takeover (as defined in the Irish Takeover Panel Act, 1997) for the Company or in relation to any of its shares;
|
|
(2)
|
a transfer in consequence of a sale made through a market recognised for the purpose of section 1072 of the Act or any stock exchange selected by the Company outside Ireland on which the Company’s shares (or rights in respect of those shares) are normally traded; or
|
|
(3)
|
a transfer made in consequence of a sale in good faith of the whole of the beneficial interest in the shares to a bona fide unconnected third party, that is to say one who, in the reasonable opinion of the Board, is unconnected with the shareholder or with any other person appearing to be interested in such shares prior to such transfer (being a party which itself is not the holder of any shares in the Company in respect of which a Direction Notice is then in force or a person appearing to be interested in any such shares) and/or the Board does not have reasonable grounds to believe that the transferor or any other person appearing to be interested in such first mentioned shares will following such transfer have any interest in such shares;
|
|
(B)
|
a person shall be treated as appearing to be “interested” in any shares if the shareholder holding such shares has given to the Company information in response to a notice from the Company pursuant to section 1062 of the Act (a “Section 1062 Notice”) which names such person as being so interested or if the Company (after taking into account information provided in response to the relevant Section 1062 Notice and any other notification under the Act or any relevant information otherwise available to the Company) knows or has reasonable cause to believe that the person in question is, or may be, interested in the shares, and references in this Article to persons interested in shares and to “interests in shares” shall be construed in accordance with section 1059 of the Act;
|
|
(C)
|
a person, other than the shareholder holding a share, shall be treated as appearing to be interested in such share if the shareholder has informed the Company that the person is or may be so interested, or if the Company (after taking account of information obtained from the shareholder or, pursuant to a duly served Section 1062 Notice from anyone else) knows or has reasonable cause to believe that the person is or may be so interested;
|
|
(D)
|
reference to a person having failed to give to the Company information required by a Section 1062 Notice, or being in default of supplying such information, includes references to his or her having:
|
|
(1)
|
failed or refused to give all or any part of such information; and
|
|
(2)
|
given information which he or she knows to be false in a material particular or recklessly given information which is false in a material particular; and
|
|
(E)
|
“transfer” means a transfer of a share or (where applicable) a renunciation of a renounceable letter of allotment or other renounceable document of title relating to a share.
|
|
69.2
|
Where a Section 1062 Notice is given by the Company to a shareholder, or another person appearing to be interested in shares held by such shareholder, and the shareholder or other person has failed in relation to any shares (“Default Shares”) (which expression applies also to any shares issued after the date of the Section 1062 Notice in respect of those shares and to any other shares registered in the name of such shareholder at any time whilst the default subsists) to give the Company the information required within the time period specified in such notice, then provided that ten (10) clear days have elapsed since service of the Section 1062 Notice, the Board may at any time thereafter at its absolute discretion by notice to such shareholder (a “Direction Notice”) direct that:
|
|
(A)
|
the shareholder which is the subject of a Direction Notice is not, in respect of the Default Shares entitled to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll, or to exercise other rights conferred by membership in relation to the meeting or poll.
|
|
(B)
|
in respect of the Default Shares that represent, at the date of the Direction Notice, 0.25% or more in nominal value of the issued shares of their class:
|
|
(1)
|
any dividend (or any part of a dividend) or any monies which would otherwise be payable in respect of the Default Shares (except on a winding up of the Company) may be withheld by the Company, which shall have no obligation to pay interest on such dividend;
|
|
(2)
|
the shareholder shall not be entitled to elect, pursuant to Article 130 (scrip dividends) or otherwise, to receive shares instead of a dividend; and
|
|
(3)
|
the Board may, in its absolute discretion, refuse to register the transfer of any Default Shares (subject, in the case of any uncertificated shares, to the Uncertificated Securities Regulations) unless:
|
|
(a)
|
the transfer is an Exempt Transfer; or
|
|
(b)
|
the shareholder is not himself or herself in default in supplying the information required and proves to the satisfaction of the Board that no person in default of supplying the information required is interested in any of the shares which are the subject of the transfer, and
|
|
(c)
|
the shareholder which is the subject of a Direction Notice is in breach of these Articles.
|
|
69.3
|
The Company shall send a copy of the Direction Notice to each other person appearing to be interested in the relevant Default Shares the address of whom has been notified to the Company, but failure or omission by the Company to do so shall not invalidate such notice.
|
|
69.4
|
Where any person appearing to be interested in any shares has been served with a Section 1062 Notice and such shares are held by a Depositary, the provisions of this Article shall be deemed to apply only to those shares held by the Depositary in which such person appears to be interested and not (so far as that person's apparent interest is concerned) to any other shares held by the Depositary and references to Default Shares shall be construed accordingly.
|
|
69.5
|
Where a person who has an interest in Depositary Interests receives a Section 1062 Notice, that person is considered for the purposes of this Article 69.5 to have an interest in the number of shares represented by those Depositary Interests which is specified in the Section 1062 Notice and not in the remainder of the shares held by the Depositary or in which the Depositary is otherwise interested.
|
|
69.6
|
Where the shareholder on whom a Section 1062 Notice has been served is a Depositary, the obligations of the Depositary acting in its capacity as such shall be limited to disclosing to the Company such information relating to any person appearing to be interested in the shares held by it as has been recorded by the Depositary in accordance with the arrangements entered into by the Company or approved by the Board pursuant to which it was appointed as a Depositary.
|
|
69.7
|
The sanctions under Article 69.2 shall cease to apply seven days after the earlier of:
|
|
(A)
|
receipt by the Company of notice of an Exempt Transfer, but only in relation to the shares transferred; and
|
|
(B)
|
receipt by the Company, in a form satisfactory to the Board, of all the information required by the Section 1062 Notice.
|
|
69.8
|
The Board may, to enable the Company to deal with Default Shares in accordance with the provisions of this Article:
|
|
(A)
|
give notice in writing to any shareholder holding Default Shares in uncertificated form or to any other person who is interested in Default Shares which are represented by Depositary Interests, requiring the shareholder who holds such Default Shares and/or the person holding Depositary Interests;
|
|
(B)
|
to change his or her holding of such shares from uncertificated form into certificated form in the name of the shareholder or his or her holding of such shares represented by Depositary Interests into certificated shares only in the name of the person who is interested in the Depositary Interests, as applicable, within a specified period; and
|
|
(C)
|
then to hold such Default Shares in certificated form for so long as the default subsists; and
|
|
(D)
|
appoint any person to take any steps, by instruction by means of the Uncertificated System or otherwise, in the name of any holder of Default Shares as may be required to change such Default
|
|
69.9
|
None of the provisions contained in this Article shall in any way limit or restrict the rights of the Company under sections 1062 and 1066 of the Act or any order made by the court under section 1066 or elsewhere under Part 17 Chapter 4 of the Act nor shall any sanction imposed by the Board pursuant to this Article cease to have effect, otherwise than as provided in this Article, unless it is so ordered by the court.
|
|
70
|
NUMBER OF DIRECTORS
|
|
71
|
COMPANY’S POWER TO APPOINT DIRECTORS
|
|
71.1
|
Subject to these Articles, the Company may by Ordinary Resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Directors, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.
|
|
71.2
|
A resolution for the appointment of two or more persons as Directors by a single resolution at a general meeting shall be void unless an Ordinary Resolution that the resolution for appointment be proposed in such way has first been agreed to by the meeting without any vote being given against it.
|
|
72
|
BOARD’S POWER TO APPOINT DIRECTORS
|
|
73
|
APPOINTMENT OF EXECUTIVE DIRECTORS
|
|
74
|
APPOINTMENT OF OTHER OFFICERS
|
|
75
|
ANNUAL RE-ELECTION
|
|
75.1
|
Commencing with the annual general meeting of the Company in 2019, Directors shall stand for re-election at each annual general meeting of the Company.
|
|
75.2
|
Notwithstanding that a Director might not be re-elected at an annual general meeting, such Director shall nevertheless hold office until his or her successor is elected or is appointed by the Board pursuant to Article 72, or until his or her earlier resignation or removal in accordance with these Articles or the Act.
|
|
75.3
|
A Director whose term expires at an annual general meeting may, if willing to act, be re-appointed.
|
|
76
|
ELIGIBILITY OF NEW DIRECTORS
|
|
(A)
|
he is recommended by the Board for appointment or, in the case of a Director retiring, re-appointment; or
|
|
(B)
|
in any other case, the requirements of Article 58 and 59 in respect of nominations of Directors are satisfied.
|
|
77
|
REMOVAL BY ORDINARY RESOLUTION
|
|
(A)
|
by Ordinary Resolution, of which special notice has been given in accordance with section 146 of the Act, remove any Director before the expiration of his or her period of office, but without prejudice to any claim for damages which he or she may have for breach of any contract of service between him or her and the Company; and
|
|
(B)
|
by Ordinary Resolution appoint another person in place of a Director removed under Article 77(A)); and
|
|
(C)
|
without prejudice to the powers of the Directors in Article 72, appoint any person to be a Director either to fill a casual vacancy or as an additional Director.
|
|
78
|
VACATION OF DIRECTOR’S OFFICE
|
|
78.1
|
Without prejudice to the provisions in these Articles for retirement, the office of a Director shall be vacated if:
|
|
(A)
|
he resigns by notice in writing delivered to the Secretary at the Registered Office or tendered at a Board meeting;
|
|
(B)
|
he only held office as a Director for a fixed term and such term expires;
|
|
(C)
|
he ceases to be a Director by virtue of any provision of the Statutes, is removed from office pursuant to these Articles or the Statutes or becomes prohibited by law from being a Director;
|
|
(D)
|
he becomes bankrupt, has an interim receiving order made against him or her, makes any arrangement or compounds with his or her creditors generally or applies to the court for an interim order in connection with a voluntary arrangement under any legislation relating to insolvency;
|
|
(E)
|
an order is made by any court of competent jurisdiction on the ground (however formulated) of mental disorder for his or her detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his or her property or affairs or he or she is admitted to hospital in pursuance of an application for admission for treatment under any legislation relating to mental health and the Board resolves that his or her office be vacated;
|
|
(F)
|
he is absent, without permission of the Board, from Board meetings for six consecutive months and the Board resolves that his or her office be vacated;
|
|
(G)
|
he is removed from office by notice in writing addressed to him or her at his or her address as shown in the Company’s register of directors and signed by not less than three-quarters of all the Directors in number (rounded down to the nearest whole number and excluding the Director in question) (without prejudice to any claim for damages which he or she may have for breach of contract against the Company); or
|
|
(H)
|
in the case of a Director who holds executive office, his or her appointment to such office is terminated or expires and the Board resolves that his or her office be vacated.
|
|
78.2
|
A resolution of the Board declaring a Director to have vacated office pursuant to this Article shall be conclusive as to the fact and grounds of vacation stated in the resolution.
|
|
79
|
BOARD POWERS
|
|
79.1
|
Subject to the Statutes, the Company’s memorandum of association and these Articles and to any directions given by Special Resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company whether relating to the management of the business or not. No alteration of the memorandum of association or of these Articles nor any such direction shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. The
|
|
79.2
|
The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him or her.
|
|
80
|
DIRECTORS BELOW THE MINIMUM NUMBER
|
|
81
|
DELEGATION TO EXECUTIVE DIRECTORS
|
|
82
|
DELEGATION TO COMMITTEES
|
|
82.1
|
The Board may delegate any of its powers, authorities and discretions (including, without limitation, those relating to the payment of monies or other remuneration to, and the conferring of benefits on, a Director) for such time and on such terms and conditions as it shall think fit to a committee consisting of one or more Directors and (if thought fit) one or more other persons. The Board may grant to the committee the power to sub-delegate, and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the committee. The Board may at any time revoke the delegation or alter its terms and conditions or discharge the committee in whole or in part. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Board and that power, authority or discretion has been delegated by the Board to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.
|
|
82.2
|
The Board’s power under these Articles to delegate to a committee:
|
|
(A)
|
includes (without limitation) the power to delegate the determination of any fee, remuneration or other benefit to be paid or provided to any Director; and
|
|
(B)
|
is not limited by the fact that in some Articles but not others express reference is made to particular powers being exercised by the Board or by a committee.
|
|
82.3
|
In addition to the Board's power to delegate to committees pursuant to this Article 82, the Board may delegate any of its powers to any individual Director or member of the management of the Company or any of associated companies as it sees fit; any such individual shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Board.
|
|
83
|
LOCAL MANAGEMENT
|
|
84
|
DELEGATION TO AGENTS
|
|
85
|
EXERCISE OF VOTING POWER
|
|
86
|
PROVISION FOR EMPLOYEES
|
|
87
|
OVERSEAS REGISTERS
|
|
88
|
ASSOCIATE DIRECTORS
|
|
89
|
BORROWING POWERS
|
|
90
|
CHANGE OF COMPANY NAME
|
|
91
|
FEES
|
|
92
|
EXPENSES
|
|
93
|
REMUNERATION OF EXECUTIVE DIRECTORS
|
|
94
|
SPECIAL REMUNERATION
|
|
95
|
COMPANY PROPERTY
|
|
96
|
PENSIONS AND OTHER BENEFITS
|
|
97
|
BOARD MEETINGS
|
|
98
|
NOTICE OF BOARD MEETINGS
|
|
99
|
QUORUM
|
|
100
|
BOARD CHAIRPERSON
|
|
101
|
VOTING
|
|
102
|
TELEPHONE PARTICIPATION
|
|
103
|
WRITTEN RESOLUTIONS
|
|
(A)
|
may consist of several documents in the same form each executed by one or more of the Directors or members of the relevant committee, including executions evidenced by facsimile transmission; and
|
|
(B)
|
to be effective, need not be signed by a Director who is prohibited by these Articles from voting on it.
|
|
104
|
COMMITTEE PROCEEDINGS
|
|
105
|
MINUTES
|
|
105.1
|
The Board shall cause minutes to be made of:
|
|
(A)
|
all appointments of officers and committees made by the Board and of any such officer’s remuneration; and
|
|
(B)
|
the names of Directors present at every meeting of the Board, a committee of the Board, the Company or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.
|
|
105.2
|
Any such minutes, if purporting to be signed by the chairperson of the meeting at which the proceedings were held or by the chairperson of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in them.
|
|
106
|
VALIDITY OF PROCEEDINGS
|
|
107
|
CONTRACTING WITH THE COMPANY
|
|
108
|
DECLARATION OF INTERESTS
|
|
108.1
|
A Director who is in any way (whether directly or indirectly) interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company shall, in accordance with section 231 of the Act, declare the nature of his or her interest at the first opportunity either (a) at a meeting of the Board at which the question of entering into the contract, transaction or arrangement is first taken into consideration, if the Director or officer of the Company knows this interest then exists, or in any other case, at the first meeting of the Board after learning that he or she is or has become so interested or (b) by providing a general notice to the Directors declaring that he or she is a director or an officer of, or has an interest in, a person and is to be regarded as interested in any transaction or arrangement made with that person, and after giving such general notice it shall not be necessary to give special notice relating to any particular transaction. If a declaration of interest under this Article proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.
|
|
(A)
|
may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
|
|
(B)
|
may be counted in determining the presence of a quorum at a meeting of the Board which authorises or approves the contract, transaction or arrangement in which he or she is interested and he or she shall be at liberty to vote in respect of any contract, transaction or arrangement in which he or she is interested, provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him or her in accordance with Article 108.1, at or prior to its consideration and any vote thereon; and
|
|
(C)
|
may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is interested,
|
|
108.2
|
For the purposes of Article 108.1:
|
|
(A)
|
a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified;
|
|
(B)
|
an interest of which a Director has no knowledge and of which it is unreasonable to expect him or her to have knowledge shall not be treated as an interest of him or her; and
|
|
(C)
|
a copy of every declaration made and notice given under Article 108.1 shall be entered within three days after the making or giving thereof in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Secretary, the Auditors or any shareholder at the Registered Office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.
|
|
109
|
AUTHORISATION OF BOARD OF CONFLICTS OF INTERESTS
|
|
109.1
|
Nothing in section 228(1)(f) of the Act shall restrict a Director from entering into a commitment which has been authorised by the Board or has been authorised pursuant to such authority as may be delegated by the Board in accordance with these Articles which, if not so authorised, would infringe the duty to avoid conflicts of interest as set out in section 228(1)(f) of the Act. As recognised by section 228(1)(e) of the Act, the Directors may agree to restrict their power to exercise an independent judgement but only where this has been expressly authorised by a resolution of the Board. The Directors may give such authorisations upon such terms as they think fit in accordance with the Act. The Directors may vary or terminate any such authorisations at any time.
|
|
109.2
|
If a matter, or office, employment or position has been authorised by the Directors in accordance with this Article 109 then (subject to such terms and conditions, if any, as the Directors may think fit to impose from time to time, and always subject to their right to vary or terminate such authorisations or the permissions set out below):
|
|
(A)
|
the Director shall not be required to disclose any confidential information relating to such matter, or office, employment or position to the Company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him or her in relation to or in connection with that matter, or that office, employment or position;
|
|
(B)
|
the Director may absent himself or herself from meetings of the Directors at which anything relating to that matter will or may be discussed; and
|
|
(C)
|
the Director may make such arrangements as such Director thinks fit for relevant papers to be received and read by a professional adviser on behalf of that Director.
|
|
109.3
|
A Director shall not, by reason of his or her office, be accountable to the Company for any benefit which he or she derives from any matter which has been approved by the Directors pursuant to this Article 109 (subject in any such case to any limits or conditions to which such approval was subject).
|
|
110
|
PROHIBITION ON VOTING BY INTERESTED DIRECTORS
|
|
111
|
ABILITY OF INTERESTED DIRECTORS TO VOTE
|
|
(A)
|
the giving of any security or indemnity to him or her in respect of money lent or obligations incurred by him or her at the request of or for the benefit of the Company or any of its subsidiary undertakings;
|
|
(B)
|
the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he, himself or she, herself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
|
|
(C)
|
any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which offer he or she is or is to be interested as a participant in the underwriting or sub underwriting thereof;
|
|
(D)
|
any proposal concerning any other company in which he or she is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he or she is not interested (as that term is used in section 804 of the Act) in 1% or more of any class of the equity share capital of such company (or of any third company through which his or her interest is derived) or of the voting rights available to shareholders of the relevant company (any such interest being deemed for the purpose of this Article to be a material interest in all the circumstances);
|
|
(E)
|
any proposal concerning the adoption, modification or operation of a superannuation fund or retirement, death or disability benefits scheme under which he or she may benefit and which has been approved by or is subject to and conditional upon approval by the Board of the Revenue Commissioners for taxation purposes;
|
|
(F)
|
any proposal relating to any arrangement for the benefit of employees under which he or she benefits or may benefit in a similar manner as the employees and which does not accord to him or her as a Director any privilege or advantage not generally accorded to the employees to whom the arrangement relates; or
|
|
(G)
|
subject to the Statutes, any proposal concerning the purchase and/or maintenance of any insurance policy under which a Director may benefit.
|
|
112
|
DIVISION OF PROPOSALS
|
|
113
|
RULINGS ON QUESTIONS OF ENTITLEMENT TO VOTE
|
|
114
|
INTERESTS OF CONNECTED PERSONS
|
|
115
|
ABILITY OF DIRECTOR TO HOLD OTHER OFFICES
|
|
116
|
REMUNERATION FOR PROFESSIONAL SERVICES
|
|
117
|
DIRECTORSHIPS OF OTHER COMPANIES
|
|
118
|
SECRETARY
|
|
118.1
|
Subject to the Statutes, the Board shall appoint a Secretary on such terms and conditions as it thinks fit. The Board may remove a person appointed pursuant to this Article from office and appoint another or others in his or her place.
|
|
118.2
|
It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the shareholders and Board of the Company, and of its Committees and to authenticate records of the Company.
|
|
118.3
|
Any provision of the Statutes or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Secretary.
|
|
119
|
SEAL
|
|
119.1
|
The Company shall have a common seal which shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that regard and every instrument to which the Seal has been affixed shall be signed by any person who shall be either a Director or the Secretary or some other person authorised by the Board, either generally or specifically, for the purpose.
|
|
119.2
|
The Company may have for use in any place or places outside Ireland, a duplicate Seal or Seals each of which shall be a duplicate of the Seal of the Company except, in the case of a Seal for use in sealing documents creating or evidencing securities issued by the Company, for the addition on its face of the word “Securities” and if the Board so determines, with the addition on its face of the name of every place where it is to be used.
|
|
120
|
DIRECTORS OR SECRETARY TO AUTHENTICATE OR CERTIFY
|
|
120.1
|
A Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company (including the memorandum of association and these Articles) and any resolutions passed by the Company or holders of a class of shares or the Board or any committee of the Board and any books, records, documents and accounts relating to the business of the Company, and may certify copies of or extracts from any such items as true copies or extracts.
|
|
120.2
|
A document purporting to be a copy of a resolution of the Board or an extract from the minutes of a meeting of the Board or any committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of the proceedings at a duly constituted meeting.
|
|
121
|
DECLARATION
|
|
122
|
INTERIM DIVIDENDS
|
|
123
|
ENTITLEMENT TO DIVIDENDS
|
|
123.1
|
Except as otherwise provided by these Articles or the rights attached to shares:
|
|
(A)
|
a dividend shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the nominal value of the shares on which the dividend is paid; and
|
|
(B)
|
dividends shall be apportioned and paid proportionately to the amounts paid up on the nominal value of the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly.
|
|
123.2
|
Except as otherwise provided by these Articles or the rights attached to shares:
|
|
(A)
|
a dividend may be paid in any currency or currencies decided by the Board; and
|
|
(B)
|
the Company may agree with a shareholder that any dividend declared or which may become due in one currency will be paid to the shareholder in another currency; and
|
|
(C)
|
the Directors can decide that a Depositary should receive dividends in a currency other than the currency in which they were declared and can make arrangements accordingly In particular, if a Depositary has chosen or agreed to receive dividends in another currency, the Directors can make arrangements with the Depositary for payment to be made to the Depositary for value on the date on which the relevant dividend is paid, or a later date decided by the Directors,
|
|
124
|
PAYMENT METHODS
|
|
124.1
|
The Company may pay a dividend, interest or other amount payable in respect of a share in cash or by cheque, warrant or money order or by a bank or other funds transfer system or (in respect of any uncertificated share) through the Uncertificated System in accordance with any authority given to the Company to do so (whether in writing, through the Uncertificated System or otherwise) by or on behalf of the shareholder in a form or in a manner satisfactory to the Board. Any joint holder or other person jointly entitled to a share may give an effective receipt for a dividend, interest or other amount paid in respect of such share.
|
|
124.2
|
The Company may send a cheque, warrant or money order by post:
|
|
(A)
|
in the case of a sole holder, to his or her registered address;
|
|
(B)
|
in the case of joint holders, to the registered address of the person whose name stands first in the Share Register;
|
|
(C)
|
in the case of a person or persons entitled by transmission to a share, as if it were a notice given in accordance with Article 44 (notice to persons entitled by transmission);
|
|
(D)
|
in the case of a Depositary, and subject to the approval of the Directors, to such persons and postal addresses as the Depositary may direct; or
|
|
(E)
|
in any case, to a person and address that the person or persons entitled to the payment may in writing direct.
|
|
124.3
|
Every cheque, warrant or money order shall be sent at the risk of the person or persons entitled to the payment and shall be made payable to the order of the person or persons entitled or to such other person or persons as the person or persons entitled may in writing direct. The payment of the cheque, warrant or money order shall be a good discharge to the Company. If payment is made by a bank or other funds transfer or through the Uncertificated System, the Company shall not be responsible for amounts lost or delayed in the course of transfer. If payment is made by or on behalf of the Company through the Uncertificated System:
|
|
(A)
|
the Company shall not be responsible for any default in accounting for such payment to the shareholder or other person entitled to such payment by a bank or other financial intermediary of which the shareholder or other person is a customer for settlement purposes in connection with the Uncertificated System; and
|
|
(B)
|
the making of such payment in accordance with any relevant authority referred to in Article 124.1 above shall be a good discharge to the Company.
|
|
124.4
|
The Board may:
|
|
(A)
|
lay down procedures for making any payments in respect of uncertificated shares through the Uncertificated System;
|
|
(B)
|
allow any holder of uncertificated shares to elect to receive or not to receive any such payment through the Uncertificated System; and
|
|
(C)
|
lay down procedures to enable any such holder to make, vary or revoke any such election.
|
|
124.5
|
The Board may lay down procedures for making any payments in respect of shares represented by Depositary Interests
|
|
124.6
|
The Board may withhold payment of a dividend (or part of a dividend) payable to a person entitled by transmission to a share until he or she has provided any evidence of his or her entitlement that the Board may reasonably require.
|
|
125
|
DEDUCTIONS
|
|
126
|
INTEREST
|
|
127
|
UNCLAIMED DIVIDENDS
|
|
128
|
UNCASHED DIVIDENDS
|
|
(A)
|
a cheque, warrant or money order is returned undelivered or left uncashed; or
|
|
(B)
|
a transfer made by or through a bank transfer system and/or other funds transfer system(s) (including, without limitation, the Uncertificated System in relation to any uncertificated shares) fails or is not accepted,
|
|
129
|
DIVIDENDS IN KIND
|
|
(A)
|
issue fractional certificates or ignore fractions;
|
|
(B)
|
fix the value for distribution of any assets, and may determine that cash shall be paid to any shareholder on the footing of the value so fixed in order to adjust the rights of shareholders; and
|
|
(C)
|
vest any assets in trustees on trust for the persons entitled to the dividend.
|
|
130
|
SCRIP DIVIDENDS
|
|
130.1
|
The Board may, with the prior authority of an Ordinary Resolution and subject to such terms and conditions as the Board may determine, offer any holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the Ordinary Resolution, subject to the Statutes and to the provisions of this Article.
|
|
130.2
|
An Ordinary Resolution under Article 130.1 may specify a particular dividend (whether or not declared), or may specify all or any dividends declared within a specified period, but such period may not end later than the beginning of the fifth annual general meeting next following the date of the meeting at which the Ordinary Resolution is passed.
|
|
130.3
|
The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be the cash amount, disregarding any tax credit, (or as near to such cash amount as the Board considers appropriate) that such holder would have
|
|
130.4
|
The Board may make any provision it considers appropriate in relation to an allotment made or to be made pursuant to this Article (whether before or after the passing or the Ordinary Resolution referred to in Article 130.1), including (without limitation):
|
|
(A)
|
the giving of notice to holders of the right of election offered to them;
|
|
(B)
|
the provision of forms of election and/or a facility and a procedure for making elections through the Uncertificated System (whether in respect of a particular dividend or dividends generally);
|
|
(C)
|
determination of the procedure for making and revoking elections;
|
|
(D)
|
the place at which, and the latest time by which, forms of election and other relevant documents must be lodged in order to be effective;
|
|
(E)
|
the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned);
|
|
(F)
|
the exclusion from any offer of any holders of Ordinary Shares where the Board considers that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them; and
|
|
(G)
|
the exclusion from any offer of, or the making of any special formalities in connection with any offer to, any holders of Ordinary Shares represented by Depositary Interests
|
|
130.5
|
The Directors can exclude or restrict the right to elect to receive new Ordinary Shares under this Article 130 in the case of any shareholder or other person who is a Depositary if the election by the people on whose behalf the Depositary holds the beneficial interest in the shares would involve the contravention of the laws of any territory or if for any other reason the Board determines that the offer should not be made to such persons.
|
|
130.6
|
The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which a valid election has been made (the “elected Ordinary Shares”). Instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined under this Article. For such purpose, the Board may capitalise out of any amount for the time being standing to the credit of any reserve or fund of the Company (including any share premium account, undenominated capital account, revaluation reserve, capital redemption reserve and profit and loss account), whether or not available for distribution, , a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis.
|
|
130.7
|
The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other entitlement which has been declared, paid or made by reference to such record date.
|
|
130.8
|
The Board may:
|
|
(A)
|
do all acts and things which it considers necessary or expedient to give effect to any such capitalisation, and may authorise any person to enter on behalf of all the shareholders interested into an agreement with the Company providing for such capitalisation and incidental matters and any agreement so made shall be binding on all concerned;
|
|
(B)
|
establish and vary a procedure for election mandates in respect of future rights of election and determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to the holder of such shares; and
|
|
(C)
|
terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time and generally implement any scheme in relation to any such offer on such terms and conditions as the Board may from time to time determine and take such other action as the Board may deem necessary or desirable from time to time in respect of any such scheme.
|
|
131
|
RESERVES
|
|
132
|
CAPITALISATION OF PROFITS AND RESERVES
|
|
132.1
|
Without prejudice to any powers conferred on the Directors as aforesaid, and subject to the Directors’ authority to issue and allot shares under Article 7, the Directors may:
|
|
(A)
|
resolve to capitalise an amount standing to the credit of any reserve or fund of the Company (including any share premium account, undenominated capital account, revaluation reserve, capital redemption reserve and profit and loss account, whether or not available for distribution);
|
|
(B)
|
appropriate the sum resolved to be capitalised to the shareholders in proportion to the nominal amount of shares held by them respectively and apply that sum on their behalf in or towards paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures, credited as fully paid, to the shareholders (or as the Board may direct) in those proportions, or partly in one way and partly in the other, but the reserves or funds that are not available for distribution
|
|
(C)
|
make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve or fund and, in particular, without limitation, where shares or debentures become distributable in fractions the Board may deal with the fractions as it thinks fit;
|
|
(D)
|
authorise a person to enter (on behalf of all the shareholders concerned) into an agreement with the Company providing for the allotment to the shareholders respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalisation and any such agreement made under this authority being effective and binding on all those shareholders; and
|
|
(E)
|
generally do all acts and things required to give effect to the resolution.
|
|
132.2
|
This Article (which is without prejudice to the generality of the provisions of Article 135.1) applies where the Board has established a Rights Plan and has granted Rights in accordance therewith as provided in Articles 10.1 and 10.2 above. For the purposes of giving effect to an Exchange, the Board may:
|
|
(A)
|
resolve to capitalise an amount standing to the credit of any reserve or fund of the Company (including any share premium account, undenominated capital account, revaluation reserve, capital redemption reserve and profit and loss account, whether or not available for distribution), being an amount equal to the nominal amount of the Ordinary Shares, Preferred Shares or another class of shares of the Company (including shares to be represented by Depositary Interests) which are to be exchanged for the Rights (other than Rights held by or on behalf of or for the benefit of an Acquiring Person); and
|
|
(B)
|
apply that sum in paying up in full shares and allot such shares, credited as fully paid, to the holders of Rights (other than an Acquiring Person) and/or to a Depositary (including, for the avoidance of doubt, to a nominee of a Depositary) to enable a Depositary to issue Depositary Interests representing such shares to the holders of Rights (other than an Acquiring Person or a person holding shares or interests in shares on behalf of or for the benefit of an Acquiring Person) in exchange for the Rights (other than Rights held by or on behalf of or for the benefit of an Acquiring Person).
|
|
132.3
|
The provisions of Articles 132.1(C), (D) and (E) shall apply, mutatis mutandis to any resolution of the Board pursuant to Article 132.2 as they apply to any resolution of the Board pursuant to Article 132.1.
|
|
133
|
BOARD TO FIX DATE
|
|
(A)
|
fix any date (the “record date”) as the date at the close of business (or such other time as the Board may decide) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular; a record date may be on or at any time before any date on which such item is paid, made, given or served or (in the case of any dividend, distribution, interest, allotment or issue) after any date on which such item is recommended, resolved, declared or announced; and
|
|
(B)
|
for the purposes of determining which persons are entitled to attend and vote at a general meeting of the Company, or a separate general meeting of the holders of any class of shares in the capital of the Company, specify in the notice of meeting a time by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to the register after the time specified by virtue of this Article 133 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
|
|
134
|
ACCOUNTING RECORDS
|
|
134.1
|
The Company shall cause to be kept adequate accounting records, whether in the form of documents, electronic form or otherwise, that:
|
|
(A)
|
correctly record and explain the transactions of the Company;
|
|
(B)
|
will at any time enable the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy;
|
|
(C)
|
will enable the Directors to ensure that any financial statements of the Company complies with the requirements of the Act; and
|
|
(D)
|
will enable those financial statements of the Company to be readily and properly audited.
|
|
134.2
|
The accounting records shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Adequate accounting records shall be deemed to have been maintained if they comply with the provisions of the Act and explain the Company's transactions and facilitate the preparation of financial statements that give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and, if relevant, the Group and include any information and returns referred to in section 283(2) of the Act.
|
|
134.3
|
The accounting records shall be kept at the Registered Office or, subject to the provisions of the Act, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.
|
|
134.4
|
In accordance with the provisions of the Act, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such statutory financial statements of the Company and reports as are required by the Act to be prepared and laid before such meeting.
|
|
135
|
ACCESS TO ACCOUNTING RECORDS
|
|
136
|
DISTRIBUTION OF ANNUAL ACCOUNTS
|
|
136.1
|
A copy of the statutory financial statements of the Company (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and Auditors’ report or summary financial statements prepared in accordance with section 1119 of the Act shall be sent by post, electronic mail or any other means of communication (electronic or otherwise), not less than twenty-one (21) clear days before the date of the annual general meeting, to every person entitled under the provisions of the Act to receive them; provided that in the case of those documents sent by electronic mail or any other electronic means, such documents shall be sent with the consent of the recipient, to the address of the recipient notified to the Company by the recipient for such purposes, and provided further that where the Directors elect to send summary financial statements to the shareholders, any shareholder may request that he or she be sent a hard copy of the statutory financial statements of the Company.
|
|
136.2
|
For the purposes of this Article, copies of those documents are also to be treated as sent to a person where:
|
|
(A)
|
the Company and that person have agreed to that person having access to the documents on a website (instead of their being sent to such person);
|
|
(B)
|
the documents are documents to which that agreement applies; and
|
|
(C)
|
that person is notified, in a manner for the time being agreed for the purpose between such person and the Company, of:
|
|
(1)
|
the publication of the documents on a website;
|
|
(2)
|
the address of that website; and
|
|
(3)
|
the place on that website where the documents may be accessed, and how they may be accessed.
|
|
(D)
|
For the purposes of this Article, documents treated in accordance with Article 136.2 as sent to any person are to be treated as sent to such person not less than twenty one (21) days before the date of a meeting if, and only if:
|
|
(1)
|
the documents are published on the website throughout a period beginning at least twenty one (21) days before the date of the meeting and ending with the conclusion of the meeting; and
|
|
(2)
|
the notification given for the purposes of Article 136.2(C) is given not less than twenty one (21) days before the date of the meeting.
|
|
136.3
|
Nothing in Article 136.2 shall invalidate the proceedings of a meeting where:
|
|
(A)
|
any documents that are required to be published as mentioned in Article 136.2(C)(1) are published for a part, but not all, of the period mentioned in that Article; and
|
|
(B)
|
the failure to publish those documents throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.
|
|
136.4
|
This Article shall not require a copy of the documents referred to in Article 136.1 to be sent to any person who is not entitled to receive notices of general meetings, any person of whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.
|
|
136.5
|
Where copies of documents are sent out pursuant to this Article over a period of days, references elsewhere in the Act to the day on which those copies are sent out shall be read as references to the last day of that period.
|
|
137
|
APPOINTMENT OF AUDITORS
|
|
138
|
COMMUNICATIONS
|
|
139
|
COMMUNICATIONS TO THE COMPANY
|
|
139.1
|
A document or information is validly sent or supplied by a shareholder to the Company in hard copy form if it is sent or supplied by hand or by post (in a prepaid envelope) to:
|
|
(A)
|
an address specified by the Company for the purpose;
|
|
(B)
|
the Registered Office; or
|
|
(C)
|
an address to which any provision of the Statutes authorises the document or information to be sent or supplied.
|
|
139.2
|
A document or information may only be sent or supplied by a shareholder to the Company in electronic form if the Company has agreed by notice to the shareholders that the document or information may be sent or supplied in that form (and not revoked that agreement) or the Company is deemed to have so agreed by a provision of the Statutes.
|
|
139.3
|
Subject to Article 139.2 above, where a document or information is sent or supplied by electronic means, it may only be sent or supplied to an address:
|
|
(A)
|
specified for the purpose by the Company (generally or specifically); or
|
|
(B)
|
deemed by a provision of the Statutes to have been so specified.
|
|
140
|
COMMUNICATIONS BY THE COMPANY OR THE BOARD IN HARD COPY FORM
|
|
140.1
|
A document or information sent or supplied by the Company or the Board in hard copy form must be:
|
|
(A)
|
handed to the intended recipient; or
|
|
(B)
|
sent or supplied by hand or by post (in a pre-paid envelope):
|
|
(1)
|
to an address specified for the purpose by the intended recipient;
|
|
(2)
|
to a company at its registered office;
|
|
(3)
|
to a person in his or her capacity as a shareholder, at his or her address as shown in the register;
|
|
(4)
|
to a person in his or her capacity as a Director, at his or her address as shown in the register of Directors; or
|
|
(5)
|
to an address to which any provision of the Statutes authorises the document or information to be sent or supplied.
|
|
140.2
|
Where the Company is unable to obtain any address falling within Article 140.1 above, the document or information may be sent or supplied to the intended recipient’s last address known to the company.
|
|
141
|
COMMUNICATIONS BY THE COMPANY IN ELECTRONIC FORM
|
|
141.1
|
A document or information (including the Company’s audited accounts and the directors’ and auditor’s reports thereon) may only be sent or supplied by the Company or the Board by electronic means to a person or company who has agreed (generally or specifically) that the document or information may be sent or supplied in that form (and not revoked that agreement). Any such consent requirement shall be deemed to have been satisfied where the Company has written to the shareholder informing him or her of its intention to use electronic communications for such purposes and the shareholder has not, within four (4) weeks of the issue of such notice, served an objection in writing on the Company to such proposal. Where a shareholder has given, or is
|
|
141.2
|
Where the document or information is sent or supplied by electronic means, it may only be sent or supplied to an address:
|
|
(A)
|
specified for the purpose by the intended recipient (generally or specifically); or
|
|
(B)
|
where the intended recipient is a company, deemed by a provision of the Statutes to have been so specified.
|
|
142
|
COMMUNICATIONS BY THE COMPANY BY MEANS OF A WEBSITE
|
|
142.1
|
A document or information may only be sent or supplied by the Company to a person by being made available on a website if the person:
|
|
(A)
|
has agreed (generally or specifically) that the document or information may be sent or supplied to him or her in that manner; or
|
|
(B)
|
is taken to have so agreed in accordance with the Statutes, and has not revoked that agreement.
|
|
142.2
|
A document or information authorised or required to be sent or supplied by means of a website must be made available in a form, and by a means, that the Company reasonably considers will enable the recipient to read it (and see any images contained in it) with the naked eye and to retain a copy of it.
|
|
142.3
|
The Company must notify the intended recipient of:
|
|
(A)
|
the presence of the document or information on the website;
|
|
(B)
|
the address of the website;
|
|
(C)
|
the place on the website where it may be accessed; and
|
|
(D)
|
how to access the document or information.
|
|
142.4
|
The document or information is taken to be sent:
|
|
(A)
|
on the date on which the notification required by Article 142.3 above is sent; or
|
|
(B)
|
if later, the date on which the document or information first appears on the website after that notification is sent.
|
|
142.5
|
The Company must make the document or information available on the website throughout:
|
|
(A)
|
the period specified by any applicable provision of the Statutes; or
|
|
(B)
|
if no such period is specified, the period of twenty eight (28) days beginning with the date on which the notification required by Article 142.3 is sent to the person in question.
|
|
142.6
|
A notice of a general meeting of the Company given by means of a website must:
|
|
(A)
|
state that it concerns a notice of a meeting of the Company;
|
|
(B)
|
specify the place, date and time of the meeting; and
|
|
(C)
|
state whether the meeting is to be an annual general meeting.
|
|
143
|
COMMUNICATIONS BY OTHER MEANS
|
|
143.1
|
A document or information that is sent or supplied to the Company otherwise than in hard copy form, by electronic means or by means of a website is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the Company.
|
|
143.2
|
A document or information that is sent or supplied by the Company or the Board otherwise than in hard copy form, by electronic means or by means of a website is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the intended recipient.
|
|
144
|
FAILURE TO DELIVER BY ELECTRONIC MEANS
|
|
(A)
|
send or supply a hard copy of such document or information to such shareholder; or
|
|
(B)
|
notify such shareholder of the information set out in Article 142.3,
|
|
145
|
WHEN SERVICE IS EFFECTED ON A MEMBER
|
|
145.1
|
Where a document or information is, under Article 140.1, sent or supplied by post, service or delivery to a shareholder it shall be deemed to be effected:
|
|
(A)
|
if sent by first class post or special delivery post from an address in Ireland to another address in Ireland or from an address in the United States to another address in the United States, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, at the
|
|
(B)
|
in any other case, on the third day following that on which the document or information was posted, and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed and posted.
|
|
145.2
|
Where a document or information is, under Article 141, sent or supplied by electronic means to an address specified for the purpose by the intended recipient, service or delivery shall be deemed to be effected on the same day on which it is sent or supplied and in proving such service it will be sufficient to prove that it was properly addressed.
|
|
145.3
|
Where a document or information is, under Article 142, sent or supplied by means of a website, service or delivery shall be deemed to be effected when (a) the material is first made available on the website or (b) if later, when the recipient received (or, in accordance with this Article 145.3, is deemed to have received) notification of the fact that the material was available on the website.
|
|
146
|
NOTICE BY ADVERTISEMENT
|
|
146.1
|
If at any time by reason of the suspension or curtailment of postal services within Ireland or the United States, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by notice advertised on the same date in at least one national newspaper in Ireland and/or the United States (as applicable) and such notice shall be deemed to have been duly served on all shareholders entitled thereto on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post if at least six clear days prior to the meeting the posting of notices to addresses throughout Ireland, the United Kingdom or the United States (as applicable) again becomes practicable.
|
|
146.2
|
Notwithstanding anything in the Statutes or these Articles, if by reason of suspension or curtailment of postal services within Ireland or the United States, the Company is unable in the opinion of the Board to deliver the documents referred to in Article 136.1, as the case may be, to persons entitled thereto by the time therein prescribed, the Company may nevertheless proceed validly to convene and hold the general meeting before which such documents are to be laid by giving notice of such meeting in accordance with Article 146.1, but so that the reference in the final sentence of that Article to “confirmatory copies of the notice” shall be read to include the relevant documents referred to in Article 136 and the reference therein to “six clear days” shall be read as “three clear days” and provided always that such documents shall be made available for inspection during normal business hours at the Registered Office throughout the period from the date of publication of the notice convening such meeting until the date of the meeting and also at the meeting itself.
|
|
147
|
DOCUMENTS AND INFORMATION TO JOINT HOLDERS
|
|
148
|
SERVICE OF DOCUMENTS AND INFORMATION ON PERSONS ENTITLED TO SHARES BY TRANSMISSION
|
|
149
|
MEMBERS NOT ENTITLED TO NOTICES, DOCUMENTS AND INFORMATION
|
|
150
|
DOCUMENT DESTRUCTION
|
|
150.1
|
The Company may destroy:
|
|
(A)
|
any share certificate or other evidence of title to shares which has been cancelled at any time after one year from the date of such cancellation;
|
|
(B)
|
any mandate for the payment of dividends or other amounts or any variation or cancellation of such mandate or any other instruction concerning the payment of monies or any notification of change of name or address at any time after two years from the date such mandate, variation, cancellation or notification was recorded by the Company;
|
|
(C)
|
any instrument or other evidence of transfer of shares or renunciation of an allotment of shares which has been registered at any time after six years from the date of registration; and
|
|
(D)
|
any other document on the basis of which an entry in the Register is made at any time after six years from the date an entry in the Register was first made in respect of it,
|
|
150.2
|
It shall be conclusively presumed in favour of the Company that every entry in the Share Register purporting to have been made on the basis of a document destroyed in accordance with this Article was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was valid and was duly cancelled and that every other document so destroyed was valid and effective in accordance with the recorded particulars in the records of the Company, provided that:
|
|
(A)
|
this Article shall apply only to the destruction of a document in good faith and without express notice of any claim (regardless of the parties to it) to which the document might be relevant;
|
|
(B)
|
nothing in this Article imposes on the Company any liability in respect of the destruction of any such document otherwise than as provided for in this Article which would not attach to the Company in the absence of this Article; and
|
|
(C)
|
references in this Article to the destruction of any document include references to the disposal of it in any manner.
|
|
151
|
WINDING UP
|
|
151.1
|
If the Company shall be wound up and the assets available for distribution among the shareholders as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the shareholders shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the shareholders in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. Provided that this Article shall not affect the rights of the holders of shares issued upon special terms and conditions.
|
|
(A)
|
In case of a sale by the liquidator under the Act, the liquidator may by the contract of sale agree so as to bind all the shareholders for the allotment to the shareholders directly of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting shareholders conferred by the said section.
|
|
(B)
|
The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.
|
|
151.3
|
If the Company is wound up, the liquidator, with the sanction of a Special Resolution and any other sanction required by the Act, may divide among the shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he or she determines, but so that no shareholder shall be compelled to accept any assets upon which there is a liability.
|
|
152
|
INDEMNITY AND INSURANCE
|
|
152.1
|
Subject to the provisions of and so far as may be admitted by the Act, every Director and the Secretary of the Company and, every director and secretary of any associated company of the Company, shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto including any liability incurred by him or her in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him or her as an officer or employee of the Company and in which judgement is given in his or her favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part) or in which he or she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the Court.
|
|
152.2
|
The Directors shall have power to purchase and maintain, for any Director, the Secretary or other officers or employees of the Company, and every director, secretary or any employees of any associated company of the Company, insurance against any such liability as referred to section 235 of the Act.
|
|
152.3
|
As far as is permissible under the Act, the Company shall indemnify any current or former executive officer of the Company (excluding any present or former Directors of the Company or Secretary of the Company), or any person who is serving or has served at the request of the Company as a director or executive officer of another company, joint venture, trust or other enterprise, including any associated company of the Company (each individually, a "Covered Person"), against any expenses, including attorney's fees, judgements, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was or is threatened to be made a party, or is otherwise involved (a "proceeding"), by reason of the fact that he or she is or was a Covered Person; provided, however, that this provision shall not indemnify any Covered Person against any liability arising out of (a) any fraud or dishonesty in the performance of such Covered Person's duty to the Company, or (b) such Covered Person's conscious, intentional or wilful breach of the obligation to act honestly and in good faith with a view to the best interests of the Company. Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Act or to any person holding the office of auditor in relation to the Company.
|
|
152.4
|
In the case of any threatened, pending or completed action, suit or proceeding by or in the name of the Company, the Company shall indemnify each Covered Person against expenses, including attorneys' fees, actually and reasonably incurred in connection with the defence or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company, or for conscious, intentional or wilful breach of his or her obligation to act honestly and in good faith with a view to the best interests of the Company, unless and only to the extent that the High Court of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Act or to any person holding the office of auditor in relation to the Company.
|
|
152.5
|
Any indemnification under this Article (unless ordered by a court) shall be made by the Company only as authorised in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such person has met the applicable standard of conduct set forth in this Article. Such determination shall be made by any person or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that any Covered Person has been successful on the merits or otherwise in defence of any proceeding, or in defence of any claim, issue or matter therein, such Covered Person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without necessity of authorisation in the specific case.
|
|
152.6
|
As far as permissible under the Act, expenses, including attorneys' fees, incurred in defending any proceeding for which indemnification is permitted pursuant to this Article shall be paid by the Company in advance of the final disposition of such proceeding upon receipt by the Board of an undertaking by the particular indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company pursuant to these Articles.
|
|
152.7
|
It being the policy of the Company that indemnification of the persons specified in this Article shall be made to the fullest extent permitted by law, the indemnification provided by this Article shall not be deemed exclusive (a) of any other rights to which those seeking indemnification or advancement of expenses may be entitled under these Articles, any agreement, any insurance purchased by the Company, vote of shareholders or disinterested Directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, or (b) of the power of the Company to indemnify any person who is or was an employee or agent of the Company or of another company, joint venture, trust or other enterprise which he or she is serving or has served at the request of the Company, to the same extent and in the same situations and subject to the same determinations as are hereinabove set forth. As used in this Article, references to the "Company" include all constituent companies in a scheme of arrangement, consolidation or merger in which the Company or a predecessor to the Company by scheme of arrangement, consolidation or merger was involved. The indemnification provided by this Article shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of their heirs, executors, and administrators.
|
|
152.8
|
The Company may additionally indemnify any employee or agent of the Company or any director, executive, employee or agent of any associated company of the Company to the fullest extent permitted by law.
|
|
153
|
BUSINESS COMBINATIONS
|
|
153.1
|
The adoption or authorisation of any Business Combination must be pre-approved with the sanction of an Ordinary Resolution of the Company. The foregoing vote shall be in addition to any class vote or other vote otherwise required by law, these Articles, or any agreement to which the Company is a party.
|
|
153.2
|
For the purposes of this Article 153, the term “Business Combination” shall mean the sale or lease or exchange of all or substantially all of the property and of the assets of the Company to any person other than a Group Member.
|
|
154
|
DISPUTE RESOLUTION
|
|
154.1
|
The courts of Ireland shall have exclusive jurisdiction to determine any dispute related to or connected with (a) any derivative claim in respect of a cause of action vested in the Company or seeking relief on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary or other duty owed by any Director or officer or other employee of the Company to the Company or the Company's shareholders, or (c) any action asserting a claim against the Company or any Director or officer or other employee of the Company arising under the laws of Ireland or pursuant to any provision of the Articles (as either may be amended from time to time).
|
|
154.2
|
Damages alone may not be an adequate remedy for any breach of this Article 154, so that, in the event of a breach or anticipated breach, the remedies of injunction and/or an order for specific performance would in appropriate circumstances be available.
|
|
154.3
|
The governing law of the Articles is the substantive law of Ireland.
|
|
154.4
|
For the purposes of this Article 154:
|
|
(A)
|
a “dispute” shall mean any dispute, controversy or claim;
|
|
(B)
|
references to “Company” shall be read so as to include each and any of the Company’s subsidiary undertakings from time to time; and
|
|
(C)
|
“Director” shall be read so as to include each and any Director of the Company from time to time in his or her capacity as such or as an employee of the Company and shall include any former Director of the Company.
|
|
155
|
DEPOSITARY INTERESTS
|
|
155.1
|
The Directors shall, subject always to applicable law and the provisions of these Articles, have power to implement and/or approve any arrangements which they may, in their absolute discretion, think fit in relation to (without limitation) the evidencing of title to and transfer of Depositary Interests or similar interests in shares.
|
|
155.2
|
The Directors may from time to time take such actions and do such things as they may, in their absolute discretion, think fit in relation to the operation of any such arrangements under Article 155.1 including, without limitation, treating holders of Depositary Interests or similar interests in shares as if they were holders directly thereof for the purposes of compliance with any obligations imposed under these Articles on shareholders.
|
|
155.3
|
If and to the extent that the Directors implement and/or approve any arrangements in relation to the evidencing of title to and transfer of Depositary Interests or similar interests in shares in accordance with Articles 155.1 and 155.2, the Directors shall ensure that such arrangements provide (in so far as is reasonably practicable):
|
|
(A)
|
a holder of any such Depositary Interests or similar interest in shares with the same or equivalent rights as a shareholder including, without limitation, in relation to the exercise of voting rights and provision of information, and
|
|
(B)
|
the Company and the Directors with the same or equivalent powers as given under these Articles in respect of a shareholder, including, without limitation, the powers of the Board under Article 69, so that such power may be exercised against a holder of a Depositary
|
|
STERIS plc,
as the Reporting Entity and a New Designated Borrower
|
|
|
|
|
|
By:
|
|
|
|
/s/ Michael J. Tokich
|
|
|
Name: Michael J. Tokich
|
|
|
Title: Senior Vice President and Chief Financial Officer
|
|
Synergy Health Limited,
as a New Designated Borrower
|
|
|
|
|
|
By:
|
|
|
|
/s/ Michael J. Tokich
|
|
|
Name: Michael J. Tokich
|
|
|
Title: Director
|
|
JPMORGAN CHASE BANK, N.A.,
as the Administrative Agent
|
|
|
|
|
|
By:
|
|
|
|
/s/ Brendan Korb
|
|
|
Name: Brendan Korb
|
|
|
Title: Vice President
|
|
STERIS plc, a company organized under the laws of Ireland
|
|
|
|
|
|
By:
|
|
|
|
/s/ Michael J. Tokich
|
|
|
Name: Michael J. Tokich
|
|
|
Title: Senior Vice President and Chief Financial Officer
|
|
STERIS Emerald IE Limited
|
|
|
|
|
|
By:
|
|
|
|
/s/ Michael J. Tokich
|
|
|
Name: Michael J. Tokich
|
|
|
Title: Director
|
|
By:
|
|
|
|
/s/ Brendan Korb
|
|
|
Name: Brendan Korb
|
|
|
Title: Vice President
|
|
By:
|
/s/ Michael J. Tokich
|
|
|
|
Name:
|
Michael J. Tokich
|
|
|
Title:
|
Senior Vice President and
Chief Financial Officer |
|
By:
|
/s/ J. Adam Zangerle
|
|
|
|
Name:
|
J. Adam Zangerle
|
|
|
Title:
|
Director
|
|
By:
|
/s/ Michael J. Tokich
|
|
|
|
Name:
|
Michael J. Tokich
|
|
|
Title:
|
Senior Vice President and
Chief Financial Officer |
|
By:
|
/s/ Michael J. Tokich
|
|
|
|
Name:
|
Michael J. Tokich
|
|
|
Title:
|
Senior Vice President and
Chief Financial Officer |
|
By:
|
/s/ J. Adam Zangerle
|
|
|
|
Name:
|
J. Adam Zangerle
|
|
|
Title:
|
Director
|
|
By:
|
/s/ Michael J. Tokich
|
|
|
|
Name:
|
Michael J. Tokich
|
|
|
Title:
|
Senior Vice President and
Chief Financial Officer |
|
By:
|
/s/ Michael J. Tokich
|
|
|
|
Name:
|
Michael J. Tokich
|
|
|
Title:
|
Senior Vice President and
Chief Financial Officer |
|
By:
|
/s/ J. Adam Zangerle
|
|
|
|
Name:
|
J. Adam Zangerle
|
|
|
Title:
|
Director
|
|
By:
|
/s/ Michael J. Tokich
|
|
|
|
Name:
|
Michael J. Tokich
|
|
|
Title:
|
Senior Vice President and
Chief Financial Officer |
|
By:
|
/s/ Michael J. Tokich
|
|
|
|
Name:
|
Michael J. Tokich
|
|
|
Title:
|
Senior Vice President and
Chief Financial Officer |
|
By:
|
/s/ J. Adam Zangerle
|
|
|
|
Name:
|
J. Adam Zangerle
|
|
|
Title:
|
Director
|
|
By:
|
/s/ Michael J. Tokich
|
|
|
|
Name:
|
Michael J. Tokich
|
|
|
Title:
|
Senior Vice President and
Chief Financial Officer |
|
Albert Browne Limited
|
England & Wales
|
|
American Sterilizer Company
|
Pennsylvania
|
|
Anecto Test Services DAC
|
Ireland
|
|
Bioster Mottahedoon Egypt SAE
|
Egypt
|
|
Bizworth Gammarad Sdn Bhd
|
Malaysia
|
|
Black Diamond Video, Inc.
|
California
|
|
CLBV Limited
|
England & Wales
|
|
Controlled Environment Certification Services, Inc.
|
Ohio
|
|
Dover UK I Limited
|
England & Wales
|
|
Dover UK II Limited
|
England & Wales
|
|
Dover UK III Limited
|
England & Wales
|
|
Eschmann Holdings Limited
|
England & Wales
|
|
Gammaster Sweden AB
|
Sweden
|
|
Genii, Inc.
|
Minnesota
|
|
Harwell Dosimeters Limited
Dosimeters Limited
|
England & Wales
|
|
Herotron E-Beam Service GmbH
|
Germany
|
|
Isomedix Inc.
|
Delaware
|
|
Isomedix Operations Inc.
|
Delaware
|
|
Isotron Limited
|
England & Wales
|
|
Medisafe America, L.L.C.
|
Florida
|
|
Medisafe Holdings Limited
|
England & Wales
|
|
Medisafe UK Limited
|
England & Wales
|
|
PeriOptimum, Inc.
|
Delaware
|
|
Phoenix Optics Limited
|
England & Wales
|
|
Phoenix Surgical Holdings Limited
|
England & Wales
|
|
ReNOVA Surgical Limited
|
England & Wales
|
|
SATYAtek S.A.
|
Switzerland
|
|
Sercon Indústria E Comércio De Aparelhos Médicos E Hospitalares Ltda.
|
Brazil
|
|
Shiloh Limited
|
England & Wales
|
|
Shiloh Properties Limited
|
England & Wales
|
|
Solar New US Holding Co, LLC
|
Delaware
|
|
Solar New US Parent Co, LLC
|
Delaware
|
|
Solar US Acquisition Co, LLC
|
Delaware
|
|
STE UK HoldCo Limited
|
England & Wales
|
|
STE UK Sub HoldCo Limited
|
England & Wales
|
|
Sterile Supplies Limited
|
England & Wales
|
|
STERIS AB
|
Sweden
|
|
STERIS Applied Sterilization Technologies ULC
|
Canada
|
|
STERIS Asia Pacific, Inc.
|
Delaware
|
|
STERIS S.r.l.
|
Italy
|
|
STERIS SAS
|
France
|
|
STERIS SEA Sdn. Bhd.
|
Malaysia
|
|
STERIS (Shanghai) Trading Co., Ltd.
|
China
|
|
STERIS Singapore Pte Ltd
|
Singapore
|
|
STERIS Solutions Limited
|
England & Wales
|
|
STERIS Solutions Pte. Limited
|
Singapore
|
|
STERIS S.p.A.
|
Italy
|
|
STERIS UK Holding Limited
|
England & Wales
|
|
STERIS–Austar Pharmaceutical Systems Hong Kong Limited
|
Hong Kong
|
|
STERIS–Austar Pharmaceutical Systems (Shanghai) Limited
|
China
|
|
Strategic Technology Enterprises, Inc.
|
Delaware
|
|
Synergy Health Allershausen GmbH
|
Germany
|
|
Synergy Health Amsterdam B.V.
|
The Netherlands
|
|
Synergy Health AST, LLC
|
Delaware
|
|
Synergy Health AST S.r.l.
|
Costa Rica
|
|
Synergy Health Däniken AG
|
Switzerland
|
|
Synergy Health Ede B.V.
|
The Netherlands
|
|
Synergy Health France SAS
|
France
|
|
Synergy Health Holding B.V.
|
The Netherlands
|
|
Synergy Health Holdings Limited
|
England & Wales
|
|
Synergy Health Investments Limited
|
England & Wales
|
|
Synergy Health Ireland Limited
|
Ireland
|
|
Synergy Health Limited
|
England & Wales
|
|
Synergy Health Logistics B.V.
|
The Netherlands
|
|
Synergy Health Marseille SAS
|
France
|
|
Synergy Health Nederland B.V.
|
The Netherlands
|
|
Synergy Health Radeberg GmbH
|
Germany
|
|
Synergy Health Sterilisation UK Limited
|
England & Wales
|
|
Synergy Health (Suzhou) Limited
|
China
|
|
Synergy Health (Suzhou) Sterilization Technologies Limited
|
China
|
|
Synergy Health Systems Limited
|
England & Wales
|
|
Synergy Health (Thailand) Limited
|
Thailand
|
|
Synergy Health True North, LLC
|
New York
|
|
Synergy Health (UK) Limited
|
England & Wales
|
|
Synergy Health US Holdings, Inc.
|
Delaware
|
|
Synergy Health US Holdings Limited
|
England & Wales
|
|
Synergy Health Utrecht B.V.
|
The Netherlands
|
|
Synergy Health Westport Limited
|
Ireland
|
|
Synergy Sterilisation KL (M) Sdn Bhd
|
Malaysia
|
|
Synergy Sterilisation Kulim (M) Sdn Bhd
|
Malaysia
|
|
Synergy Sterilisation (M) Sdn Bhd
|
Malaysia
|
|
Synergy Sterilisation Rawang (M) Sdn Bhd
|
Malaysia
|
|
(1)
|
The names of one or more subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute at the end of fiscal 2019 a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X have been excluded.
|
|
(1)
|
Registration Statement (Form S-8, No. 333-230557) of STERIS plc pertaining to the STERIS Corporation 401(k) Plan, and
|
|
(2)
|
Registration Statement (From S-8, No. 333-230558) of STERIS plc pertaining to the STERIS plc 2006 Long-Term Equity Incentive Plan (As Assumed, Amended and Restated Effective March 28, 2019);
|
|
/s/ RICHARD C. BREEDEN
|
|
/s/ CYNTHIA L. FELDMANN
|
|
Richard C. Breeden, Director
|
|
Cynthia L. Feldmann, Director
|
|
|
|
|
|
/s/ JACQUELINE B. KOSECOFF
|
|
/s/ DAVID B. LEWIS
|
|
Jacqueline B. Kosecoff, Director
|
|
David B. Lewis, Director
|
|
|
|
|
|
/s/ SIR DUNCAN K. NICHOL
|
|
/s/ NIRAV R. SHAH
|
|
Sir Duncan K. Nichol, Director
|
|
Nirav R. Shah, Director
|
|
|
|
|
|
/s/ MOHSEN M. SOHI
|
|
/s/ RICHARD M. STEEVES
|
|
Mohsen M. Sohi, Chairman of the Board
|
|
Richard M. Steeves, Director
|
|
|
|
|
|
/s/ LOYAL W. WILSON
|
|
/s/ MICHAEL B. WOOD
|
|
Loyal W. Wilson, Director
|
|
Michael B. Wood, Director
|
|
|
|
|
|
/s/ WALTER M ROSEBROUGH, JR
|
|
/s/ MICHAEL J. TOKICH
|
|
Walter M Rosebrough, Jr.
|
|
Michael J. Tokich
|
|
President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Executive Officer), Director
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ KAREN L. BURTON
|
|
|
|
Karen L. Burton
|
|
|
|
Vice President, Controller and Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of STERIS plc;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date:
|
May 30, 2019
|
|
|
|
|
/S/ WALTER M ROSEBROUGH, JR.
|
|
|
Walter M Rosebrough, Jr.
President and Chief Executive Officer
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of STERIS plc;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date:
|
May 30, 2019
|
|
|
|
|
/S/ MICHAEL J. TOKICH
|
|
|
Michael J. Tokich
Senior Vice President and Chief Financial Officer
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
|
|
|
/S/ WALTER M ROSEBROUGH, JR.
|
|
Name:
|
|
Walter M Rosebrough, Jr.
|
|
Title:
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
/S/ MICHAEL J. TOKICH
|
|
Name:
|
|
Michael J. Tokich
|
|
Title:
|
|
Senior Vice President and Chief Financial Officer
|