The Wellcome Trust International Share Offer Dossier
- Date:
- February 1985-May 1993
- Reference:
- WT/B/1/4
- Part of:
- Wellcome Trust Corporate Archive
- Archives and manuscripts
Collection contents
About this work
Description
49 volumes relating to the planning and implementation of the second Wellcome plc share sale in 1992.
- Part 1, comprising volume 1 only, was not transferred to the archive.
- Part 2, comprising volumes 2 thru 28, contains original documents and photocopies relating to the flotation. Volumes 6, 24, 25 and 26 were not transferred to the archive. The documents are filed chronologically from back to front. Each index is also chronological and starts with the document at the back of the file. Thus the most recent document is at the front of volume 28 and the oldest at the back of volume 2.
- Part 3, comprising volumes 29 to 30, contains copies of agreements between the Wellcome Trust, the Wellcome Foundation and third parties relating to the flotation.
- Part 4, comprising volumes 31 to 34, contains original documents and photocopies relating to the Trust's application to the High Court for a general power to sell or dispose of further holdings in the Company. The Court's special jurisdiction in relation to the affairs of charities meant that it could authorise a modification of the provisions of Henry Wellcome's will, which would not otherwise allow the Trust to make a further disposal of its shares in the Company as contemplated. Volume 34 was not transferred to the archive.
- Part 5, comprising volume 35 only, contains original documents and photocopies relating to the selection and appointment of third parties to manage various services relating to the flotation, including public relations and logistics.
- Part 6, comprising volume 36 only, contains retail documentation relating to the flotation.
- Part 7, comprising volume 37 to 38, contains original documents and photocopies relating to the selection of regional lead managers.
- Part 8, comprising volumes 39 to 41, contains photocopies and original reports and reviews prepared for the Trust relating to the planning and implementation of the flotation.
- Part 9, comprising volumes 42 to 49, contains photocopies of press cuttings relevant to the flotation.
Each volume is indexed and contains a glossary of abbreviations. The volumes include correspondence between the Trustees and their lawyers and financial advisers, the Charity Commissioners and the High Court; meeting papers of advisory committees; reports; press cuttings; copies of court documents; and other papers relating to the flotation.
The volumes cover:
- The interpretation of the terms of Sir Henry Wellcome's will
- The Trustee's motivations for further divestment and their reinvestment strategies
- The Trust's application to the Court for a general power to sell further shares in the Company via an international offering
- The structure and amount of the offering and method of sale
- Public relations and marketing of the offer in the UK and internationally.
- Due diligence procedures
- Agreements with advisers and the selection and appointment of lead managers
- International research to assess the institutional awareness of and attitudes towards Wellcome prior to the sale
- Planning and implementation of the US, Japanese, Asian (excluding Japan), French, Swiss and German tranches of the offering
- The 1992 UK General Election and its implications for the sale
- Employee and existing shareholder participation
.
A note on dating:
The title of each volume reflects the dates of the documents contained within, i.e. Volume 2 contains records created between 26 February 1985 and 11 November 1991. The date field for each volume ends slightly later at May 1993, the date that the volumes were compiled and the indices created.
- Part 1, comprising volume 1 only, was not transferred to the archive.
- Part 2, comprising volumes 2 thru 28, contains original documents and photocopies relating to the flotation. Volumes 6, 24, 25 and 26 were not transferred to the archive. The documents are filed chronologically from back to front. Each index is also chronological and starts with the document at the back of the file. Thus the most recent document is at the front of volume 28 and the oldest at the back of volume 2.
- Part 3, comprising volumes 29 to 30, contains copies of agreements between the Wellcome Trust, the Wellcome Foundation and third parties relating to the flotation.
- Part 4, comprising volumes 31 to 34, contains original documents and photocopies relating to the Trust's application to the High Court for a general power to sell or dispose of further holdings in the Company. The Court's special jurisdiction in relation to the affairs of charities meant that it could authorise a modification of the provisions of Henry Wellcome's will, which would not otherwise allow the Trust to make a further disposal of its shares in the Company as contemplated. Volume 34 was not transferred to the archive.
- Part 5, comprising volume 35 only, contains original documents and photocopies relating to the selection and appointment of third parties to manage various services relating to the flotation, including public relations and logistics.
- Part 6, comprising volume 36 only, contains retail documentation relating to the flotation.
- Part 7, comprising volume 37 to 38, contains original documents and photocopies relating to the selection of regional lead managers.
- Part 8, comprising volumes 39 to 41, contains photocopies and original reports and reviews prepared for the Trust relating to the planning and implementation of the flotation.
- Part 9, comprising volumes 42 to 49, contains photocopies of press cuttings relevant to the flotation.
Each volume is indexed and contains a glossary of abbreviations. The volumes include correspondence between the Trustees and their lawyers and financial advisers, the Charity Commissioners and the High Court; meeting papers of advisory committees; reports; press cuttings; copies of court documents; and other papers relating to the flotation.
The volumes cover:
- The interpretation of the terms of Sir Henry Wellcome's will
- The Trustee's motivations for further divestment and their reinvestment strategies
- The Trust's application to the Court for a general power to sell further shares in the Company via an international offering
- The structure and amount of the offering and method of sale
- Public relations and marketing of the offer in the UK and internationally.
- Due diligence procedures
- Agreements with advisers and the selection and appointment of lead managers
- International research to assess the institutional awareness of and attitudes towards Wellcome prior to the sale
- Planning and implementation of the US, Japanese, Asian (excluding Japan), French, Swiss and German tranches of the offering
- The 1992 UK General Election and its implications for the sale
- Employee and existing shareholder participation
.
A note on dating:
The title of each volume reflects the dates of the documents contained within, i.e. Volume 2 contains records created between 26 February 1985 and 11 November 1991. The date field for each volume ends slightly later at May 1993, the date that the volumes were compiled and the indices created.
Publication/Creation
February 1985-May 1993
Physical description
Approx 15 boxes
Arrangement
There are no catalogue records for WT/B/1/4/1, 6, 24 to 26 and 34. These were created by mistake and then deleted. The volumes they correspond to (1, 6, 24, 25, 26 and 34) were never transferred to the archive.
Biographical note
The first Wellcome share sale took place in February 1986 (see WT/B/1/3). The strong performance of the pharmaceutical company after this date meant that by 1992 the Wellcome Trust's investment in the Wellcome Foundation (the Company) represented approximately 95% of the Trust's income producing assets. The trustees considered this over-concentration a financial risk and decided it would be prudent to further diversify the Trust's assets.
An application was made to the High Court in early 1992 to enable the Trust to sell futher shares in the Company. The Court's special jurisdiction in relation to the affairs of charities meant that it could authorise a modification of the provisions of Henry Wellcome's will, which would not otherwise allow the Trust to make a further disposal of its shares in the Company as contemplated.
The Trust's application was approved on 30 April 1992 and an international share offer, incorporating a UK public offer, took place on 27 July 1992. Robert Fleming acted as the Trust's financial advisers and global co-ordinators of the offering. The sale raised a further £2.3 billion, which was used by the Trust to build a high quality, diverse and long-term investment portfolio in order to meet the increasing demands of medical research.
In 1995 the Wellcome Trust sold most of its remaining interest in Wellcome plc to Glaxo plc, allowing a takeover to form Glaxo Wellcome Plc (now GlaxoSmithKline).
For more information about Wellcome plc share sales see WT/B/8/4/6.