IRSH: Elan Corporation plc: Holding(s) in Company

  IRSH: Elan Corporation plc: Holding(s) in Company

UK Regulatory Announcement

DUBLIN

                              STANDARD FORM TR-1

   VOTING RIGHTS ATTACHED TO SHARES– ARTICLE 12(1) OF DIRECTIVE 2004/109/EC

FINANCIAL INSTRUMENTS – ARTICLE 11(3) OF THE COMMISSION DIRECTIVE 2007/14/EC^1

1. Identity of the issuer or the underlying issuer of existing shares to which
voting rights are attached ^ 2: Elan Corporation plc

2. Reason for the notification (please tick the appropriate box or boxes):

[X] an acquisition or disposal of voting rights

[ ] an acquisition or disposal of financial instruments which may result in
the acquisition of shares already issued to which voting rights are attached

[  ] an event changing the breakdown of voting rights

3. Full name of person(s) subject to the notification obligation^3:

Wellington Management Company, LLP

4. Full name of shareholder(s) (if different from 3.)^4:

Bank of New York

Chase Nominees Ltd.

State Street Nominees Ltd.

5. Date of the transaction and date on which the threshold is crossed or
reached^5: 29 November 2012

6. Date on which issuer notified;

30 November 2012

7. Threshold(s) that is/are crossed or reached: 3%

8. Notified details:

A) Voting rights attached to shares
Class/type   Situation previous to
of shares   the Triggering         Resulting situation after the triggering transaction^7
(if          transaction ^6
possible     Number    Number of    Number of  Number of voting         % of voting
using the    of         Voting       shares^10   rights^11                 rights
ISIN CODE)   Shares^8   rights^9     Direct      Direct^12  Indirect^13   Direct  Indirect
                        17,969,876                           17,257,126

                        (12,797                              (12,797
                        ordinary                             ordinary
                        shares and                           shares and

                        17,957,079                           17,244,329

Ordinary               ADR shares                         ADR shares            2.92%
                        or                                   or

                        17,969,876                           17,257,126

                        ordinary                             ordinary
                        shares on                            shares on a
                        a                                    converted
                        converted                            basis)
                        basis)
                                                                             
                                                 17,257,126

                                                 (12,797 ordinary shares
                                                 and
SUBTOTAL A
(based on                                        17,244,329
aggregate                                                               2.92%
voting                                           ADR shares or
rights)
                                                 17,257,126

                                                 ordinary shares on a
                                                 converted basis)

B) Financial Instruments
Resulting situation after the triggering transaction^14
                                                 Number of voting
Type of       Expiration   Exercise/Conversion   rights that may be    % of
financial    Date^15     Period/ Date^16      acquired if the      voting
instrument                                       instrument is         rights
                                                 exercised/converted
                                                                   
                                                                   
                           SUBTOTAL B (in
                           relation to all                            
                           expiration dates)

Total (A+B)  number of voting rights                % of voting rights
              17,257,126

              (12,797 ordinary shares and

              17,244,329
                                                     2.92%
              ADR shares or

              17,257,126

              ordinary shares on a converted basis)

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments  are effectively held, if applicable^17:

Bank of New York – 17,244,329 shares

Chase Nominees Ltd. – 10,703 shares

State Street Nominees Ltd. – 2,094 shares

10. In case of proxy voting:  [name of the proxy holder] will cease to hold
[number] voting rights as of [date].

11. Additional information:

Done at [place] on [date].

^1 This form is to be sent to the issuer or underlying issuer and to be filed
with the competent authority.

^2 Either the full name of the legal entity or another method for identifying
the issuer or underlying issuer, provided it is reliable and accurate.

^3 This should be the full name of (a) the shareholder; (b) the natural person
or legal entity acquiring, disposing of or exercising voting rights in the
cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC; (c) all
the parties to the agreement referred to in Article 10 (a) of that Directive,
or (d) the holder of financial instruments entitled to acquire shares already
issued to which voting rights are attached, as appropriate. In relation to the
transactions referred to in points (b) to (h) of Article 10 of that Directive,
the following list is provided as indication of the persons who should be
mentioned: - in the circumstances foreseen in letter (b) of Article 10 of that
Directive, the natural person or legal entity that acquires the voting rights
and is entitled to exercise them under the agreement and the natural person or
legal entity who is transferring temporarily for consideration the voting
rights; - in the circumstances foreseen in letter (c) of Article 10 of that
Directive, the natural person or legal entity holding the collateral, provided
the person or entity controls the voting rights and declares its intention of
exercising them, and natural person or legal entity lodging the collateral
under these conditions; - in the circumstances foreseen in letter (d) of
Article 10 of that Directive, the natural person or legal entity who has a
life interest in shares if that person or entity is entitled to exercise the
voting rights attached to the shares and the natural person or legal entity
who is disposing of the voting rights when the life interest is created; - in
the circumstances foreseen in letter (e) of Article 10 of that Directive, the
controlling natural person or legal entity and, provided it has a notification
duty at an individual level under Article 9, under letters (a) to (d) of
Article 10 of that Directive or under a combination of any of those
situations, the controlled undertaking; - in the circumstances foreseen in
letter (f) of Article 10 of that Directive, the deposit taker of the shares,
if he can exercise the voting rights attached to the shares deposited with him
at his discretion, and the depositor of the shares allowing the deposit taker
to exercise the voting rights at his discretion; - in the circumstances
foreseen in letter (g) of Article 10 of that Directive, the natural person or
legal entity that controls the voting rights; - in the circumstances foreseen
in letter (h) of Article 10 of that Directive, the proxy holder, if he can
exercise the voting rights at his discretion, and the shareholder who has
given his proxy to the proxy holder allowing the latter to exercise the voting
rights at his discretion.

^4 Applicable in the cases provided for in Article 10 (b) to (h) of Directive
2004/109/EC. This should be the full name of the shareholder who is the
counterparty to the natural person or legal entity referred to in Article 10
of that Directive unless the holdings of the shareholder would be lower than
5% of the total number of voting rights.

^5 The date of the transaction should normally be, in the case of an on
exchange transaction, the date on which the matching of orders occurs; in the
case of an off exchange transaction, date of the entering into an agreement.
The date on which threshold is crossed should normally be the date on which
the acquisition, disposal or possibility to exercise voting rights takes
effect. For passive crossings, the date when the corporate event took effect.

^6 Please refer to the situation disclosed in the previous notification. In
case the situation previous to the triggering transaction was below 3%, please
state "below 3%".

^7 If the holding has fallen below the minimum threshold, the notifying party
should not be obliged to disclose the extent of the holding, only that the new
holding is below 3%.

For the case provided for in Article 10(a) of Directive 2004/109/EC, there
should be no disclosure of individual holdings per party to the agreement
unless a party individually crosses or reaches an Article 9 threshold. This
applies upon entering into, introducing changes to or terminating an
agreement.

^8 To be used in Member States where applicable.

^9 Direct and indirect.

^10 To be used in Member States where applicable.

^11 In case of combined holdings of shares with voting rights attached "direct
holding" and voting rights "indirect holding", please split the voting rights
number and percentage into the direct and indirect columns – if there is no
combined holdings, please leave the relevant box blank.

^12 Voting rights attached to shares held by the notifying party (Article 9 of
Directive 2004/109/EC).

^13 Voting rights held by the notifying party independently of any holding of
shares (Article 10 of Directive 2004/109/EC).

^14 If the holding has fallen below the minimum threshold, the notifying party
should not be obliged to disclose the extent of the holding, only that the new
holding is below 3%.

^15 Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.

^16 If the financial instrument has such a period – please specify this period
– for example once every 3 months starting from [date].

^17 The notification should include the name(s) of the controlled undertakings
through which the voting rights are held. The notification should also include
the amount of voting rights and the percentage held by each controlled
undertaking, insofar as individually the controlled undertaking holds 3% or
more, and insofar as the notification by the parent undertaking is intended to
cover the notification obligations of the controlled undertaking.

Contact:

Elan Corporation plc
 
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