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ELAN CAPITAL CORP., LTD.
(incorporated with limited liability under the laws of
Bermuda with registered number 34207)
US$460,000,000
6.50% GUARANTEED CONVERTIBLE NOTES DUE 2008
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fully and unconditionally guaranteed by, and convertible into
Ordinary Shares of,
ELAN CORPORATION, PLC
(incorporated with limited liability under the laws of Ireland
with registered number 30356)
Interest on the Notes is payable semi-annually in arrears on 10 May and 10
November in each year commencing on 10 May 2004.
THE US$460,000,000 AGGREGATE PRINCIPAL AMOUNT 6.50% GUARANTEED CONVERTIBLE
NOTES DUE 2008 (THE "NOTES") ARE PROPOSED TO BE ISSUED ON 10 NOVEMBER 2003 (THE
DATE THE NOTES ARE ISSUED, THE "ISSUE DATE") BY ELAN CAPITAL CORP., LTD. ("ELAN
CAPITAL" OR THE "ISSUER"). ELAN CORPORATION, PLC ("ELAN", THE "GUARANTOR" OR THE
"COMPANY") WILL FULLY AND UNCONDITIONALLY GUARANTEE THE NOTES (THE "GUARANTEE").
THE GUARANTEE WILL BE SUBORDINATED ON THE BASIS DESCRIBED UNDER "DESCRIPTION OF
GUARANTEED CONVERTIBLE NOTES OF ELAN CAPITAL AND GUARANTEE OF ELAN". THE NOTES
WILL MATURE ON 10 NOVEMBER 2008 (THE "MATURITY DATE"). HOLDERS MAY CONVERT EACH
US$1,000 IN PRINCIPAL AMOUNT OF THE NOTES INTO 134.7709 AMERICAN DEPOSITARY
SHARES ("ADSS", EACH ADS REPRESENTING ONE FULLY PAID ORDINARY SHARE, EVIDENCED
BY ONE AMERICAN DEPOSITARY RECEIPT) OR 134.7709 FULLY PAID ORDINARY SHARES (EACH
AN "ORDINARY SHARE"), OF ELAN, PAR VALUE Euro 0.05 EACH (THE ORDINARY SHARES AND
THE ADSS ARE COLLECTIVELY REFERRED TO IN THIS OFFERING CIRCULAR AS THE
"SHARES").
UNDER CERTAIN CIRCUMSTANCES, ELAN CAPITAL MAY REDEEM THE NOTES, IN WHOLE OR
IN PART, AT ANY TIME AFTER 1 DECEMBER 2006, AT A REDEMPTION PRICE EQUAL TO 100%
OF THE PRINCIPAL AMOUNT PLUS ACCRUED AND UNPAID INTEREST TO, BUT EXCLUDING, THE
REDEMPTION DATE. UNLESS PREVIOUSLY REDEEMED OR REPURCHASED, EACH NOTE WILL,
SUBJECT TO CERTAIN CONDITIONS DESCRIBED HEREIN, BE CONVERTIBLE AT THE OPTION OF
THE HOLDER (THE "NOTEHOLDER") AT ANY TIME BEGINNING ONE HUNDRED AND TWENTY (120)
DAYS AFTER THE ISSUE DATE AND UNTIL THE CLOSE OF BUSINESS ON THE SEVENTH
BUSINESS DAY PRIOR TO THE MATURITY DATE. IN THE CASE OF NOTES CALLED FOR
REDEMPTION, THE NOTEHOLDER'S CONVERSION RIGHTS WILL EXPIRE AT THE CLOSE OF
BUSINESS ON THE SEVENTH BUSINESS DAY PRECEDING THE DATE FIXED FOR REDEMPTION.
UNLESS PREVIOUSLY REDEEMED, CONVERTED OR PURCHASED AND CANCELLED, THE NOTES WILL
BE REDEEMED AT THEIR PRINCIPAL AMOUNT TOGETHER WITH UNPAID ACCRUED INTEREST ON
THE MATURITY DATE. FOR A MORE DETAILED DESCRIPTION OF THE NOTES SEE "DESCRIPTION
OF THE GUARANTEED CONVERTIBLE NOTES OF ELAN CAPITAL AND GUARANTEE OF ELAN".
APPLICATION HAS BEEN MADE TO THE FINANCIAL SERVICES AUTHORITY IN ITS
CAPACITY AS COMPETENT AUTHORITY UNDER THE FINANCIAL SERVICES AND MARKETS ACT
2000 (THE "FSMA"), (THE "UK LISTING AUTHORITY") FOR THE NOTES TO BE ADMITTED TO
THE OFFICIAL LIST OF THE UK LISTING AUTHORITY (THE "OFFICIAL LIST") AND TO THE
LONDON STOCK EXCHANGE PLC (THE "LONDON STOCK EXCHANGE") FOR SUCH NOTES TO BE
ADMITTED TO TRADING ON THE LONDON STOCK EXCHANGE'S MARKET FOR LISTED SECURITIES.
ADMISSION TO THE OFFICIAL LIST OF THE UK LISTING AUTHORITY TOGETHER WITH
ADMISSION TO TRADING ON THE LONDON STOCK EXCHANGE'S MARKET FOR LISTED SECURITIES
CONSTITUTE OFFICIAL LISTING ON A STOCK EXCHANGE. THE ADMISSION TO THE OFFICIAL
LIST IS EXPECTED TO TAKE PLACE ON 11 NOVEMBER 2003. A COPY OF THIS OFFERING
CIRCULAR INCLUDING ANNEX A AND ANNEX B, WHICH TOGETHER COMPRISE LISTING
PARTICULARS, HAS BEEN DELIVERED TO THE REGISTRAR OF COMPANIES IN ENGLAND AND
WALES AS REQUIRED BY SECTION 83 OF THE FSMA.
APPLICATION HAS BEEN MADE TO THE IRISH STOCK EXCHANGE FOR THE NOTES TO BE
ADMITTED TO THE OFFICIAL LIST OF THE IRISH STOCK EXCHANGE (THE "ISE OFFICIAL
LIST"). ADMISSION TO THE ISE OFFICIAL LIST IS EXPECTED TO TAKE PLACE ON 11
NOVEMBER, 2003. A COPY OF THIS OFFERING CIRCULAR INCLUDING ANNEX A AND ANNEX B,
WHICH TOGETHER COMPRISE LISTING PARTICULARS APPROVED BY THE IRISH STOCK
EXCHANGE, HAS BEEN DELIVERED TO THE REGISTRAR OF COMPANIES IN IRELAND FOR
REGISTRATION AS REQUIRED BY THE EUROPEAN COMMUNITIES (STOCK EXCHANGE)
REGULATIONS 1984 OF IRELAND (AS AMENDED) (THE "1984 REGULATIONS").
INVESTING IN THE NOTES INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 43.
PRICE 100%
THE NOTES, THE GUARANTEE AND THE ORDINARY SHARES HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND ARE SUBJECT TO US TAX LAW REQUIREMENTS. THE NOTES ARE
BEING OFFERED OUTSIDE THE UNITED STATES BY MORGAN STANLEY & CO. INTERNATIONAL
LIMITED (THE "MANAGER") TO PERSONS OTHER THAN US PERSONS (WITHIN THE MEANING OF
REGULATION S PROMULGATED UNDER THE SECURITIES ACT ("REGULATION S")) IN
ACCORDANCE WITH REGULATION S, AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (WITHIN
THE MEANING OF REGULATION S) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
FOR A DESCRIPTION OF CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF NOTES
AND DISTRIBUTION OF THIS OFFERING CIRCULAR, SEE "SUBSCRIPTION AND SALE".
THE MANAGER EXPECTS TO DELIVER THE NOTES TO PURCHASERS ON 10 NOVEMBER 2003.
MORGAN STANLEY
6 NOVEMBER 2003
{PAGE}
This Offering Circular including Annex A and Annex B together comprise
listing particulars issued in compliance with the listing rules made (i) under
section 74 of the FSMA by the UK Listing Authority (the "LISTING RULES") and
(ii) by the Irish Stock Exchange under the 1984 Regulations (the "IRISH LISTING
RULES") for the purpose of giving information with regard to the Issuer, the
Guarantor, the Notes and the Shares into which the Notes can be converted.
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Each of the Issuer and the Guarantor accepts responsibility for the
information contained in this Offering Circular and to the best of the knowledge
and belief of each of the Issuer and the Guarantor (each of which has taken all
reasonable care to ensure that such is the case) the information contained in
this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.
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No action has been taken in any jurisdiction that would permit a public
offering of the Notes or possession or distribution of this Offering Circular or
any other offering material in any jurisdiction where action for that purpose is
required to be taken.
This Offering Circular does not constitute an offer of, or an invitation
by, or on behalf of, the Issuer, the Guarantor or the Manager to subscribe or
purchase, any of the Notes or the Shares. The distribution of this Offering
Circular and the offering of the Notes, the guarantee thereof or the Shares in
certain jurisdictions may be restricted by law. Persons into whose possession
this Offering Circular comes are required by the Issuer, the Guarantor and the
Manager to inform themselves about and to observe any such restrictions. For a
description of certain further restrictions on offers and sales of Notes and on
distribution of this Offering Circular, see "Subscription and Sale".
No person is authorised in connection with the issue, offering or sale of
the Notes to give any information or to make any representation not contained in
this Offering Circular and any information or representation not so contained
must not be relied upon as having been authorised by or on behalf of the Issuer,
the Guarantor or the Manager. The delivery of this Offering Circular at any time
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