AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 2003
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
ICON PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
IRELAND NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
ICON plc
SOUTH COUNTY BUSINESS PARK, CT CORPORATION SYSTEM
LEOPARDSTOWN, DUBLIN 18, 111 EIGHTH AVENUE
IRELAND NEW YORK, NEW YORK 10011
(353) 1-216-1100 (212) 894-8581
(Address and telephone number of (Name, address and telephone number
Registrant's principal executive offices) of agent for service)
----------
COPIES TO:
SEAN LEECH WILLIAM M. HARTNETT, ESQ. KATHRYN A. CAMPBELL, ESQ.
CHIEF FINANCIAL OFFICER ICON plc CAHILL GORDON & REINDEL SULLIVAN & CROMWELL LLP
SOUTH COUNTY BUSINESS PARK 80 PINE STREET 1 NEW FETTER LANE
LEOPARDSTOWN, DUBLIN 18, IRELAND NEW YORK, NEW YORK 10005 LONDON EC4A 1AN, ENGLAND
(353) 1-216-1100 (212) 701-3000 (44 20) 7959 8900
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date hereof.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:
[X] Registration No. 333-102893
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
ORDINARY SHARES,
PAR VALUE 6 EURO CENT EACH (1) 212,455 $32.25 $6,851,674 $554.30
===============================================================================================================================
(1) American Depositary Shares ("ADSs") evidenced by American Depositary
Receipts issuable upon deposit of Ordinary Shares of par value (euro) 0.06
each (the "Ordinary Shares") of ICON plc have been registered on a separate
registration statement on Form F-6, Registration No. 333-13442. Each ADS
represents one Ordinary Share.
----------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE
================================================================================
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), by ICON PUBLIC LIMITED COMPANY (the "Company"), pursuant to Rule 462(b)
under the Act. This Registration Statement hereby incorporates by reference the
contents of the Company's Registration Statement on Form F-3 (File No.
333-102893), including all exhibits thereto.
EXHIBITS
In addition to the exhibits incorporated by reference from the
Company's Registration Statement on Form F-3 (File No. 333-102893), the
following exhibits are part of this registration statement and are filed
herewith.
EXHIBIT
NUMBER DISCRIPTION OF DOCUMENT
- --------------------------------------------------------------------------------
5.1 Opinion of A&L Goodbody Solicitors.
5.2 Opinion of Cahill Gordon & Reindel LLP as to the validity of the
Deposit Agreement.
8.1 Opinion of Cahill Gordon & Reindel LLP as to certain matters of U.S.
taxation.
8.2 Opinion of KPMG, Tax Advisors, as to certain matters of Irish
taxation.
23.1 Consent of KPMG, Chartered Accountants for the Company.
23.2 Consent of A&L Goodbody Solicitors (included in Exhibit 5.1).
23.3 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.2
above).
23.4 Consent of KMPG, Tax Advisors (included in Exhibit 8.2 above).
23.5 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.2
above).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 6th day of August, 2003.
ICON PLC
By: /s/ Sean Leech
---------------------------------
Sean Leech
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on the 6th day of August, 2003.
NAME CAPACITY
* Chairman of the Board
- -------------------------------
Dr. John Climax
* Chief Executive Officer, Director
- -------------------------------
Peter Gray
/s/ Sean Leech Chief Financial Officer,
- ------------------------------- Chief Accounting Officer
Sean Leech
* Director
- -------------------------------
Dr. Ronan Lambe
* Director
- -------------------------------
Thomas Lynch
* Director
- -------------------------------
Edward Roberts
* Director
- -------------------------------
Lee Jones
/s/ William Taaffe Authorized Representative
- ------------------------------- in the United States
William Taaffe
* Signed by Sean Leech as Attorney-in-Fact.
[Letterhead of A&L Goodbody]
our ref | GMT/JTG 01318262 your ref | date |[August 6, 2003]
[Graphic Omitted]
ICON PLC ("ICON")
Ladies and Gentlemen:
We have acted as Irish counsel to Icon, a public limited company incorporated
under the laws of Ireland in connection with the proposed sale of up to
3,1844,744 American Depositary Shares ("ADS") each evidenced by 1 American
Depositary Receipt ("ADR") representing 1 Ordinary Share, par value 6 euro cent
of Icon ("Ordinary Share"), to be represented on issue by 1 ADS evidenced by 1
ADR.
We refer to the Registration Statement Number 333- and the related
prospectus (respectively the "Registration Statement" and the "Prospectus")
filed by Icon under the Securities Act, 1933 (as amended) ("the Act") in respect
of the foregoing.
In connection with this opinion, we have examined and have assumed the truth and
accuracy of the contents of such documents and certificates of officers of and
advisers to Icon and of public officials as to factual matters and have
conducted such searches in public registries in Ireland as we have deemed
necessary or appropriate for the purposes of this opinion but have made no
independent investigation regarding such factual matters. In our examination we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We have further assumed that
none of the resolutions and authorities of the shareholders or Directors of Icon
upon which we have relied has been varied, amended or revoked in any respect or
has expired and that the Ordinary Shares will be issued in accordance with such
resolutions and authorities and as contemplated by and described in the
Registration Statement a form of which is exhibited to the Registration
Statement. We further assume that Icon will comply with its obligations under
and the representations and warranties contained in the Agreements referred to
in the Registration Statement.
We are admitted to practise law only in Ireland and accordingly, we express no
opinion on the laws of any jurisdiction other than the laws (and the
interpretation thereof) of Ireland in force as at the date hereof. We assume
that the transactions contemplated by the Registration Statement are lawful
Dublin London Boston New York Brussels
under the United States federal law, New York State law and all other applicable
laws (if any). As the transactions contemplated by the Registration Statement
are governed by the United States federal law and/or New York State law, we have
relied upon the opinion of Cahill Gordon & Reindel LLP as to matters relating to
those laws.
[Graphic Omitted]
Based upon the foregoing we are of the opinion that:
(i) Icon is duly incorporated and validly existing under the laws of
Ireland.
(ii) The Ordinary Shares issuable pursuant to the Underwriting Agreement
referred to in the Prospectus have been duly authorised and, when
issued upon such exercise and upon payment of the exercise price in
accordance with the terms of the Underwriting Agreement, will be duly
authorised, legally issued, fully paid and not subject to calls for
any additional payments.
(iii) The statements in the Registration Statement and the Prospectus under
the headings "Price Range of ADSs and Dividend Policy", "Business -
Government Regulation", "Management", "Selling Shareholders", and
"Exchange Controls and Other Limitations Affecting Security Holders",
to the extent that they constitute matters of law or legal conclusions
with respect thereto, have been prepared or reviewed by us and are
correct in all material respects.
We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission as an exhibit to the Registration Statement
and to the references to our firm under the captions "Enforceability of Civil
Liabilities Provisions of Federal Securities Laws against Foreign Persons" and
"Validity of ADSs and Ordinary Shares in the Registration Statement and the
Prospectus".
This opinion is being delivered to you and may not be relied upon or distributed
to any other person, without our consent. This opinion is to be construed in
accordance with and governed by the laws of Ireland.
Yours faithfully,
Icon plc
South County Business Park
Leopardstown
Dublin 18
M-410598-1
2
August 6, 2003
ICON plc
South County Business Park
Leopardstown
Dublin 18
Ireland
Re: ICON PLC
--------
Ladies and Gentlemen:
We have acted as special United States counsel to ICON plc, a
public limited company established under the laws of Ireland (the "Company"),
and Dr. John Climax and Dr. Ronan Lambe (the "Selling Shareholders") in
connection with the offering (the "Offering") of 3,1844,744 Ordinary Shares,
nominal value (euro) 0.06 per Ordinary Share (the "Firm Shares"), and 477,711
Ordinary Shares, nominal value (euro) 0.06 per Ordinary Share, that may be sold
by the Selling Shareholders pursuant to the over-allotment option granted to the
Underwriters (as defined below) (the "Optional Shares" and, together with the
Firm Shares, the "Ordinary Shares") in the form of American Depositary Shares,
each representing one Ordinary Share ("ADSs"). A Registration Statement on Form
F-3 (333- ) relating to the Offering was filed with the Securities and
Exchange Commission (the "Commission") by the Company under the Securities Act
of 1933, as amended (the "Securities Act" or the "1933 Act"), and, as amended
was declared effective by the Commission on August 5, 2003 (such registration
statement, as amended and in the form it became effective, the "Registration
Statement"). This opinion is being furnished to you in connection with the
Registration Statement.
In connection with this opinion, we have examined such records of
the Company and the Selling Shareholders as we have deemed material and the
Registration Statement together with the Exhibits thereto, each as filed with
the Commission. We have also examined certificates of public officials and
directors and officers of the Company, as to factual matters as we have deemed
necessary or appropriate for the purpose of this opinion, but have made no
independent investigation regarding such factual matters. In our examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity
-2-
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such documents.
Based upon the foregoing, we are of the opinion that:
(i) The Deposit Agreement has been duly executed and
delivered by the Company to the extent that execution and delivery
are governed by New York law and, assuming due authorization,
execution and delivery of the Deposit Agreement by the Depositary
and that each of the Depositary and the Company has full power,
authority and legal right (under Irish law) to enter into and
perform its obligations thereunder, constitutes a valid and legally
binding agreement of the Company, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, reorganization and
similar laws of general applicability relating to or affecting
creditors' rights generally and to general principles of equity;
and the statements set forth under the heading "Description of
American Depositary Shares" in the Form 6-K/A filed by the Company
with the Commission on March 7, 2003 (File No. 333-08704), insofar
as such statements purport to summarize certain provisions of the
Deposit Agreement, fairly summarize, in all material respects, such
provisions.
(ii) Assuming the authority of the Depositary to execute the
Deposit Agreement and issue the American Depositary Receipts (the
"ADRs"), upon due issuance by the Depositary of the ADRs evidencing
ADSs being delivered on the date hereof against the deposit of
Shares to be deposited by the Company in respect thereof in
accordance with the provisions of the Deposit Agreement, such ADRs
will be duly and validly issued and the person in whose name the
ADRs are registered will be entitled to the rights specified
therein and in the Deposit Agreement.
(iii) The sale of the ADSs being delivered on the date hereof
by the Company, the issue of the Shares represented by such ADSs,
the deposit of the Shares being deposited by the Company with the
Depositary against issuance of the ADRs with respect to such Shares
to be delivered on the date hereof, the compliance by the Company
with all the provisions of the Underwriting Agreements and the
Deposit Agreement and the consummation of the transactions
contemplated thereby will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a
default under (A) any existing applicable statutory law, order,
rule or regulation of any federal court or governmental agency or
body in the United States or the State of New York having
jurisdiction over the Company or any of its subsidiaries or any of
their properties or (B) any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument known to us to
which the Company or any of its subsidiaries is a party or by which
the Company or any of its subsidiaries is bound or to which any of
the property or assets of the Company or any of its subsidiaries is
subject, except as such conflicts, breaches or defaults that
individually or in the aggregate
-3-
would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(iv) No consents, approvals, authorizations, orders,
registrations, notifications, certificates, permits, licenses,
clearances or qualifications of the United States or the State of
New York is required for the issue of the Shares, the sale and
delivery of the ADSs or the consummation by the Company and the
Selling Shareholders of the transactions contemplated by the
Underwriting Agreements and the Deposit Agreement, except the
registration under the 1933 Act of the Shares and the ADSs, and
such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue
Sky laws in connection with the purchase and distribution of the
ADSs by the Underwriters.
We are admitted to practice law only in the State of New York, and
accordingly, we express no opinion on the laws of any jurisdiction other than
those of the State of New York and the federal laws of the United States.
This opinion letter may not be relied upon, other than by A&L
Goodbody for the purpose of the opinion to be given by them in connection with
the Registration Statement, or distributed to any person other than you without
our prior written consent. We hereby consent to the filing of this letter as
Exhibit 5.2 to the Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel LLP
[Cahill Gordon & Reindel LLP Letterhead]
August 6, 2003
ICON plc
South County Business Park,
Leopardstown, Dublin 18,
Ireland
Ladies and Gentlemen:
In connection with the Registration Statement (No. 333- ) on
Form F-3 (the "Registration Statement") you have requested our opinion as to
certain U.S. federal income tax matters. Our opinion is set forth in the
Registration Statement under the heading "U.S. Taxation Considerations."
We hereby consent to the filing of this letter as Exhibit 8.1 to
the Registration Statement and to the use of our name under the caption "U.S.
Taxation Considerations" in the Registration Statement.
Very truly yours,
PRIVATE AND CONFIDENTIAL
Mr S Leech Our ref COS/EM/318683
ICON plc
South County Business Park
Leopardstown
Dublin 18.
August 6, 2003
Dear Sean
ICON PLC
TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF ADS'S AND ORDINARY SHARE
BY US HOLDERS
We attach for your attention an extract from the prospectus of ICON plc dated
August 6, 2003 which is our opinion in relation to Irish taxation matters ("our
opinion"). The terms used in this letter shall have the same meanings assigned
to them in the said prospectus.
Our opinion accurately summarises the material Irish taxation consequences to US
holders of the acquisition, ownership and disposition of ordinary shares and
ADS's.
The opinion is qualified in its entirety by the fact that it may not address all
such potential consequences based upon specific circumstances which may be
relevant to particular non-resident holders.
This opinion is given as of the date hereof and is based on current Irish
legislation, judicial interpretations thereof and known practices of the Irish
Revenue Commissioners, all of which are subject to change.
Yours faithfully
KPMG
IRISH TAXATION CONSIDERATIONS
Set forth below is the opinion of KPMG, Tax Advisers to the Company, regarding
the material aspects of Irish tax law and practice regarding the ownership and
disposition of ordinary shares and ADSs. This opinion deals with only ordinary
shares and ADSs held as capital assets and does not address special classes of
shareholders such as dealers in securities. This opinion also does not address
any potential application of Section 811 Taxes Consolidation Act 1997, a general
anti-avoidance section, enabling the Irish Revenue Commissioners to
recharacterise transactions undertaken for tax avoidance motives. This opinion
is not exhaustive and all shareholders are advised to contact their own tax
advisers with respect to the taxation consequences of their ownership or
disposition of ordinary shares or ADSs. This opinion is based on the tax laws of
the Republic of Ireland, the Double Taxation Convention between the Republic of
Ireland and the United States of America and current practice of the Irish
Revenue Commissioners, changes to any of which after the date hereof could apply
on a retroactive basis and affect the tax consequences described herein.
Subject to the foregoing, it is the opinion of KPMG that:
DIVIDENDS
Unless exempted, all dividends paid by ICON, other than dividends paid
entirely out of exempt patent income, subject to conditions, will be subject to
Irish withholding tax at the standard rate of income tax in force at the time
the dividend is paid, currently 20%. An individual shareholder who is neither a
tax resident nor ordinarily resident in Ireland, but is resident in a country
with which Ireland has a double tax treaty, which includes the United States, or
in a member state of the European Union, other than Ireland (together a
"Relevant Territory"), will be exempt from withholding tax provided he or she
makes the requisite declaration. No dividend withholding tax will apply on the
payment of a dividend from an Irish resident company to its Irish resident 51%
parent company. Where the Irish company receiving the dividend does not hold at
least 51% of the shares of the paying company, the dividend will be exempt if
the Irish corporate shareholder makes the requisite declaration.
Non-Irish resident corporate shareholders that:
o are ultimately controlled by residents of a Relevant Territory;
o are resident in a Relevant Territory and are not controlled by Irish
residents;
o have the principal class of their shares, or shares of a 75% parent,
substantially and regularly traded on one or more recognized stock
exchanges in a Relevant Territory or Territories; or
o are wholly owned by two or more companies, each of whose principal
class of shares is substantially and regularly traded on one or more
recognized stock exchanges in a Relevant Territory or Territories;
will be exempt from withholding tax on the production of the
appropriate certificates and declarations.
U.S. Holders (as defined in the opinion included elsewhere in "US Taxation
Considerations" provided by Cahill Gordon & Reindel) of ordinary shares (as
opposed to ADSs: see below) should note, however, that these documentation
requirements may be burdensome. As described below, these documentation
requirements do not apply in the case of ADSs.
Special arrangements are available in the case of shares held in Irish companies
through American depositary banks using ADSs. The depositary bank will be
allowed to receive and pass on a dividend from the Irish company without any
deduction for withholding tax in the following circumstances:
o the depositary has been authorized by the Irish Revenue
Commissioners as a qualifying intermediary and such authorization
has not expired or revoked; and either
o the depositary bank's ADS register shows that the beneficial owner
has a U.S. address on the register; or
o if there is a further intermediary between the depositary bank and
the beneficial owner, where the depositary bank receives
confirmation from the intermediary that the beneficial owner's
address in the intermediary's records is in the U.S.
INCOME TAX
Under certain circumstances, non-Irish resident shareholders will be
subject to Irish income tax on dividend income. This liability is limited to tax
at the standard rate and therefore, where withholding tax has been deducted,
this will satisfy the tax liability.
However, a U.S. Holder will not have an Irish income tax liability on
dividends from the company if the U.S. Holder is neither resident nor ordinarily
resident in the Republic of Ireland and the U.S. Holder is:
o an individual resident in the U.S. (or several other countries);
o a corporation that is ultimately controlled by persons resident in
the U.S. (or several other countries);
o a corporation whose principal class of shares (or its 75% or greater
parent's principal class of shares) is substantially and regularly
traded on a recognized stock exchange in an EU country or a country
with which Ireland has concluded a double taxation treaty;
o a corporation resident in another EU member state or in a country
with which Ireland has concluded a double taxation treaty, which is
not controlled directly or indirectly by Irish residents; or
o a corporation that is wholly owned by two or more corporations each
of whose principal class of shares is substantially and regularly
traded on a recognized stock exchange in an EU country or a country
with which Ireland has concluded a double taxation treaty.
U.S. Holders that do not fulfill the documentation requirements or
otherwise do not qualify for the withholding tax exemption may be able to claim
treaty benefits under the treaty. U.S. Holders that are entitled to benefits
under the treaty will be able to claim a partial refund of the 20% withholding
tax from the Irish Revenue Commissioners.
GAIN ON DISPOSITION
A person who is not resident or ordinarily resident in Ireland, has not
been an Irish resident within the past five years and who does not carry on a
trade in Ireland through a branch or agency will not be subject to Irish capital
gains tax on the disposal of ordinary shares or ADSs, so long as the ordinary
shares or ADSs, as the case may be, are either quoted on a stock exchange or do
not derive the greater part of their value from Irish land or mineral rights.
The Finance Act, 2003, has introduced provisions to subject a person who
disposes of an interest in a company while temporarily non-resident in the
Republic of Ireland, to Irish capital gains tax. This treatment will apply to
individuals who:
o cease to be Irish resident;
o own the shares when they cease to be resident;
o resume their Irish residence within five years;
o dispose of an interest in a company during this temporary
non-residence; and
o the interest disposed of represents 5% or greater of the share
capital of the company or is worth at least e500,000.
In these circumstances the person will be deemed, for Irish capital
gains tax purposes, to have sold and immediately reacquired the interest in the
company on the date of his or her departure and will be subject to tax at 20% of
the taxable gain.
STAMP DUTY - ORDINARY SHARES
Irish stamp duty, which is a tax on certain documents, including CREST
operator instructions, is payable on all transfers of the ordinary shares (other
than between spouses) whenever a document of transfer is executed. Where the
transfer is attributable to a sale, stamp duty will be charged at a rate of 1%,
rounded to the nearest Euro. The stamp duty is calculated on the amount or value
of the consideration (i.e. purchase price) or, if the transfer is by way of a
gift (subject to certain exceptions) or for consideration less than the market
value, on the market value of the shares. Where the consideration for the sale
is expressed in a currency other than Euro, the duty will be charged on the Euro
equivalent calculated at the rate of exchange prevailing on the date of the
transfer.
Transfers of ordinary shares between associated companies (broadly,
companies within a 90% group relationship, and subject to the satisfaction of
certain conditions) are exempt from stamp duty in the Republic of Ireland. In
the case of transfers of ordinary shares where no beneficial interest passes
(e.g. a transfer of shares from a beneficial owner to his nominee), no stamp
duty arises where the transfer contains the appropriate certificate and, in the
absence of such certificate, a flat rate of e12.50 (the nominal rate) will
apply.
STAMP DUTY - ADSS
A transfer by a shareholder to the depositary or custodian of ordinary
shares for deposit under the deposit agreement in return for ADSs and a transfer
of ordinary shares from the depositary or the custodian upon surrender of ADSs
for the purposes of the withdrawal of the underlying ordinary shares in
accordance with the terms of the deposit agreement will be stampable at the ad
valorem rate if the transfer relates to a sale or contemplated sale or any other
change in the beneficial ownership of such ordinary shares. However, it is not
certain whether the mere withdrawal of ordinary shares in exchange for ADSs or
ADSs for ordinary shares would be deemed to be a transfer of or change in the
beneficial ownership which would be subject to stamp duty at the ad valorem
rate. Where the transfer merely relates to a transfer where no change in the
beneficial ownership in the underlying ordinary shares is effected or
contemplated, no stamp duty arises where the transfer contains the appropriate
certificate and, in the absence of such certificate, the nominal rate stamp duty
of e12.50 applies.
Transfers of ADSs are exempt from Irish stamp duty as long as the ADSs
are dealt in on the Nasdaq National Market or any recognized stock exchange in
the United States or Canada.
The person accountable for payment of stamp duty is the transferee or,
in the case of a transfer by way of gift, or for a consideration less than the
market value, all parties to the transfer. A late or inadequate payment of stamp
duty will result in a liability to pay interest, penalties and fines.
CAPITAL ACQUISITIONS TAX
A gift or inheritance of ordinary shares or ADSs will be within the
charge to Irish capital acquisitions tax, notwithstanding that the person from
whom or by whom the gift or inheritance is received is domiciled or resident
outside Ireland. Capital acquisitions tax is charged at a rate of 20% on the
value of the transfer above a tax-free threshold. This tax-free threshold is
determined by the relationship between the donor and the successor or donee. It
is also affected by the amount of the current benefit and previous benefits
taken since December 5, 1991 from persons within the same capital acquisitions
tax relationship category insofar as the benefits were within the charge to
Irish capital acquisitions tax. Gifts and inheritances between spouses are not
subject to capital acquisitions tax.
The Estate Tax Convention between Ireland and the United States
generally provides for Irish capital acquisitions tax paid on inheritances in
Ireland to be credited against U.S. federal estate tax payable in the United
States and for tax paid in the United States to be credited against tax payable
in Ireland, based on priority rules set forth in the Estate Tax Convention. The
Estate Tax Convention does not apply to Irish capital acquisitions tax paid on
gifts.
[LOGO] KPMG
CHARTERED ACCOUNTANTS
5 George's Dock Telephone +353 1 410 1000
IFSC Fax +353 1 412 1470
Dublin 1 Internet www.kpmg.ie
Ireland
PRIVATE AND CONFIDENTIAL
The Board of Directors
ICON p1c
South County Business Park
Leopardstown
Dublin 18
Ireland
We consent to the use of our report dated July 25, 2003, with respect to
the consolidated balance sheet of ICON plc as of May 31, 2002 and 2003, and our
report dated July 26, 2002, with respect to the consolidated balance sheets of
ICON plc as of May 31, 2001 and 2002, and each of the related consolidated
statements of operations, shareholders' equity and comprehensive income and cash
flows for each of the years in the three-year period ended May 31, 2002 and May
31, 2003, incorporated herein by reference and to the reference to our firm
under the heading "Experts" in Form F-3 (Registration number 333- ).
/s/ KPMG
KPMG
Chartered Accountants
Dublin, Ireland
August 6, 2003
[GRAPHIC] Member Firm of
KPMG International
[LOGO] KPMG
CHARTERED ACCOUNTANTS
5 George's Dock Telephone +353 1 410 1000
IFSC Fax +353 1 412 1470
Dublin 1 Internet www.kpmg.ie
Ireland
PRIVATE AND CONFIDENTIAL
The Board of Directors
ICON p1c
South County Business Park
Leopardstown
Dublin 18
Ireland
We consent to the use of our report dated July 25, 2003, with respect to
the consolidated balance sheet of ICON plc as of May 31, 2002 and 2003, and our
report dated July 26, 2002, with respect to the consolidated balance sheets of
ICON plc as of May 31, 2001 and 2002, and each of the related consolidated
statements of operations, shareholders' equity and comprehensive income and cash
flows for each of the years in the three-year period ended May 31, 2002 and May
31, 2003, incorporated herein by reference and to the reference to our firm
under the heading "Experts" in Amendment No. 6 to Form F-3 (Registration number
333-102893).
/s/ KPMG
KPMG
Chartered Accountants
Dublin, Ireland
August 5, 2003
[GRAPHIC] Member Firm of
KPMG International