RPRX
Royalty Pharma PLC
NASDAQ
10-K: Royalty Pharma Details Share Structure and Voting Rights in SEC Filing
Sentiment:
Description of Securities
15 February 2024 9:05 AM
Royalty Pharma's recent SEC filing outlines the company's share capital structure, including Class A and Class B ordinary shares, and their respective voting and dividend rights.
Capital raise
The board of directors has been granted authority from our shareholders to allot and issue new Class A ordinary shares and other shares, and to grant rights to subscribe for or to convert any security into new Class A ordinary shares or other shares, up to a maximum aggregate nominal amount (i.e., par value) of $300,000, for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on May 31, 2025.
Summary
- Royalty Pharma has two classes of voting shares, Class A and Class B, each with one vote per share.
- Class A ordinary shares are listed on the Nasdaq under the symbol RPRX.
- Class A shareholders are entitled to dividends and a share of assets upon liquidation.
- Class B shareholders do not receive dividends but have limited rights to receive nominal value upon liquidation.
- The board of directors has authority to issue new Class A shares up to a nominal amount of $300,000 until May 31, 2025.
- The company may only pay dividends out of accumulated, realized profits, less accumulated, realized losses.
- Shareholders can amend the articles of association by special resolution, with some provisions requiring unanimous approval.
- The company is not currently subject to the UK Takeover Code.
Sentiment
Score: 7
Explanation: The document is factual and descriptive, outlining the company's share structure and voting rights. It does not contain any significant positive or negative sentiment, but the information is important for investors to understand the company's governance and capital structure.
Highlights
- Royalty Pharma has two classes of voting shares: Class A and Class B, each with one vote per share.
- Class A ordinary shares are entitled to dividends and a share of assets upon liquidation.
- Class B shares do not receive dividends but have limited rights to receive nominal value upon liquidation.
- The board of directors can issue new Class A shares up to a nominal amount of $300,000 until May 31, 2025.
- The company may only pay dividends out of accumulated, realized profits, less accumulated, realized losses.
- The company is not currently subject to the UK Takeover Code.
Positives
- Class A shareholders have voting rights and are entitled to dividends and a share of assets upon liquidation.
- The board of directors has the authority to issue new Class A shares, providing flexibility for future capital needs.
- The company has the ability to implement a scrip dividend scheme, offering shareholders the option to receive shares instead of cash.
Negatives
- Class B shareholders do not receive dividends and have limited rights upon liquidation.
- The company may be profitable in a single year but unable to pay a dividend if accumulated losses are not offset.
- The company is not currently subject to the UK Takeover Code, which may limit certain shareholder protections.
Risks
- The company's ability to pay dividends is dependent on its accumulated, realized profits.
- Certain provisions of the Articles of Association require a higher threshold of shareholder approval or satisfaction of other procedures before such provision or provisions can be varied.
- The company may be required to obtain shareholder approval for off-market share purchases.
Future Outlook
Renewal of the board's authority to issue new Class A shares is expected to be sought at least once every five years, and possibly more frequently.
Management Comments
- The purpose of the Class R redeemable shares was to ensure we had sufficient sterling denominated share capital at the time we re-registered as a public limited company, as required by the U.K. Companies Act.
- The Class R redeemable shares may be redeemed at some future point in order to leave the Company with only U.S. dollar denominated share capital.
Industry Context
This document provides insight into the capital structure of a publicly traded company in the pharmaceutical royalty space, which is important for investors to understand the rights and risks associated with their investment.
Comparison to Industry Standards
- The dual-class share structure with differing voting and dividend rights is a common practice among publicly traded companies, particularly in the technology and pharmaceutical sectors.
- The authorization for the board to issue new shares is a standard provision that allows companies to raise capital as needed.
- The restrictions on dividend payments based on accumulated profits and losses are typical for companies operating under English law.
- The inclusion of a scrip dividend scheme is a common practice to provide flexibility to shareholders and manage cash flow.
Stakeholder Impact
- Shareholders will be impacted by the voting rights and dividend entitlements associated with their share class.
- Potential investors will need to understand the share structure and voting rights before making investment decisions.
- The board of directors will need to manage the issuance of new shares within the authorized limits.
Next Steps
- The board of directors is expected to seek renewal of its authority to issue new Class A shares before May 31, 2025.
- Shareholders may consider amending the articles of association through special resolutions.
Key Dates
- December 31, 2023: As of date for the description of securities registered under Section 12 of the Securities Exchange Act of 1934.
- May 31, 2025: Expiration date for the board of directors' authority to allot and issue new Class A ordinary shares.
Keywords
share capital, voting rights, dividends, liquidation, Class A shares, Class B shares, articles of association, UK Companies Act, takeover code, share repurchase
RPRX
Royalty Pharma PLC
NASDAQ
Sector: TBD
Filings with Classifications
Delay expected
5 March 2025 10:25 PM
Conference Call Transcript
- The Phase 3 horizon trial for pelacarsen was pushed out slightly from 2025 to 2026.
Worse than expected
11 February 2025 7:38 AM
Earnings Release
- Portfolio Receipts decreased 8% from $3,049 million to $2,801 million for full year 2024, largely reflecting $525 million in Biohaven-related milestone payments received in 2023.
- Net cash provided by operating activities decreased by 7% for the full year 2024.
- Adjusted EBITDA and Portfolio Cash Flow both decreased by 9% for the full year 2024.
Better than expected
17 January 2025 5:12 PM
Proxy Statement Communication
- Investor feedback was positive regarding the internalization of RP Management and the company's capital allocation strategy, suggesting better than expected reception.
Better than expected
16 January 2025 5:15 PM
Proxy Statement
- The company expects to deliver Portfolio Receipts at the high end of its previous guidance range.
- The company is undertaking a transformative step in the evolution of Royalty Pharma with the planned acquisition of its external manager to become an integrated company.
- The company is initiating a substantial share repurchase program, aiming to boost shareholder value.
Better than expected
15 January 2025 5:04 PM
Transcript of Conference Presentation
- The company expects to deliver Portfolio Receipts at the high end of its previous guidance range.
- The company is undertaking a transformative step in the evolution of Royalty Pharma with the planned acquisition of its external manager to become an integrated company.
- The company is undertaking a substantial share repurchase commitment.
Better than expected
13 January 2025 8:40 AM
Investor Presentation
- The company's 2024 portfolio receipts are expected to be at the high end of previous guidance.
- The company is internalizing its management which is expected to generate significant cash savings.
- The company has announced a new $3 billion share repurchase program.
Better than expected
10 January 2025 5:21 PM
Merger Announcement
- The document indicates better than expected results due to the projected cash savings, increased returns on investments, and the share repurchase program, all of which are expected to enhance shareholder value.
Better than expected
10 January 2025 7:47 AM
Preliminary Results Update
- The company's Portfolio Receipts are expected to be at the upper end of its guidance range, indicating better than expected performance.
Capital raise
6 November 2024 9:24 AM
Quarterly Report
- The company issued $1.5 billion of senior unsecured notes in June 2024.
- The company has access to a $1.8 billion revolving credit facility.
Better than expected
6 November 2024 9:24 AM
Quarterly Report
- The company's net income and operating income significantly increased compared to the same period last year.
- The company's earnings per share were higher than the same period last year.
- The company's cash and cash equivalents increased compared to the previous quarter.
Better than expected
6 November 2024 7:35 AM
Quarterly Report
- The company's Portfolio Receipts and Royalty Receipts both grew by 15%, exceeding previous expectations.
- The full-year guidance for Portfolio Receipts was raised, indicating better than expected future performance.
- Net cash provided by operating activities increased by 23%, demonstrating strong operational efficiency.
Worse than expected
8 August 2024 9:02 AM
Quarterly Report
- Net income attributable to Royalty Pharma plc decreased significantly in both the second quarter and first six months of 2024.
- The provision for changes in expected cash flows from financial royalty assets increased significantly in the first six months of 2024.
Capital raise
8 August 2024 7:20 AM
Quarterly Report
- Royalty Pharma issued $1.5 billion of senior unsecured notes in June 2024 with a weighted average coupon rate of 5.5%.
- The company's total debt with principal value of $7.8 billion as of June 30, 2024.
Better than expected
8 August 2024 7:20 AM
Quarterly Report
- The company's Portfolio Receipts exceeded previous guidance, leading to an increase in full-year expectations.
- The company's Royalty Receipts grew by 11%, indicating strong performance of the underlying assets.
- The company's Adjusted EBITDA grew by 13%, indicating strong profitability.
Capital raise
10 June 2024 4:58 PM
Debt Issuance
- Royalty Pharma has raised $1.5 billion through the issuance of senior notes.
- The capital will likely be used for general corporate purposes, including potential royalty acquisitions.
Capital raise
6 June 2024 5:06 PM
Annual General Meeting Results
- The Board of Directors was authorized to allot shares, which could be used for future capital raising.
- The authorization includes the ability to allot shares both with and without pre-emption rights, providing flexibility in how capital is raised.
Capital raise
4 June 2024 4:57 PM
Debt Offering Announcement
- Royalty Pharma is raising $1.5 billion through the issuance of senior notes.
- The offering is divided into three tranches with different maturities and interest rates.
- The notes are being sold at a discount to their face value.
Better than expected
29 May 2024 5:25 PM
Clinical Trial Results Announcement
- The Phase 3 trial results for seltorexant were positive, meeting all primary and secondary endpoints, which is better than a failed or inconclusive trial.
Worse than expected
9 May 2024 9:01 AM
Quarterly Report
- The company's net loss of $4.3 million is significantly worse than the net income of $509.1 million in the same period last year.
- Income from financial royalty assets decreased by 18.5%, indicating a decline in core revenue.
- Portfolio Receipts decreased by 36.6%, reflecting a decline in overall cash generation.
Worse than expected
9 May 2024 7:17 AM
Quarterly Report
- Portfolio Receipts decreased by 37% due to a high base of comparison in the first quarter of 2023.
- Net cash provided by operating activities decreased by 36% compared to the same period last year.
- Adjusted EBITDA and Portfolio Cash Flow also saw significant decreases of 37% and 40% respectively.
Capital raise
15 February 2024 9:05 AM
Description of Securities
- The board of directors has been granted authority from our shareholders to allot and issue new Class A ordinary shares and other shares, and to grant rights to subscribe for or to convert any security into new Class A ordinary shares or other shares, up to a maximum aggregate nominal amount (i.e., par value) of $300,000, for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) on May 31, 2025.
Better than expected
6 February 2024 7:01 AM
Current Report
- The acquisition of MorphoSys by Novartis is expected to result in a significant increase in the value of Royalty Pharma's equity stake and future royalty payments.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.