Kiniksa Pharmaceuticals Moves Domicile to UK

By Tamara Parker • Friday, March 29 10:13 • Permanent Link

Kiniksa Pharmaceuticals, Ltd. has announced a proposed scheme of arrangement to redomicile the company from Bermuda to the United Kingdom through the cancellation of all issued and outstanding common shares in exchange for the issue and allotment of ordinary shares in a new public limited company in the UK. The proposed scheme aims to provide shareholders with one Kiniksa UK share for each Kiniksa Bermuda share held.

The company's decision to redomicile stems from several factors, including the potential adverse effects of global tax initiatives and recent tax law changes in Bermuda. The company has reviewed alternative jurisdictions and concluded that the UK offers a stable long-term legal and regulatory environment, particularly in light of various tax proposals that could impact companies incorporated in jurisdictions like Bermuda.

The proposed scheme has specific conditions for its effectiveness, including the approval of a majority of shareholders representing at least 75% in value of shares present and voting at the scheme meeting, as well as the sanctioning of the scheme by the Supreme Court. If approved, the scheme will result in the issuance and allotment of Kiniksa UK shares to scheme shareholders, the cancellation of Kiniksa Bermuda shares (other than the Kiniksa UK common share), and the transfer of rights, obligations, title, and interest in assets to Kiniksa UK.

The convening hearing for the proposed scheme is expected to be held on April 19, 2024. Any updates to the hearing date will be communicated through filings with the U.S. Securities and Exchange Commission, the company's website, and press releases.

The company has determined that all scheme shareholders holding scheme shares, regardless of the class of common share, will vote as one single class of shareholders at the scheme meeting, with each shareholder entitled to one vote per Kiniksa Bermuda share.

As a result of these announcements, the company's shares have moved -1.3% on the market, and are now trading at a price of $19.73. For more information, read the company's full 8-K submission here.

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