13D Filing: Lough Ree Technologies Ltd and Innocoll Holdings Plc

In connection with the Acquisition, prior to the announcement of the Scheme and execution of the Transaction Agreement,  Gurnet and Lough Ree received irrevocable undertakings from (i) each of the Issuer’s directors and executive officers (the “Insider Irrevocables”) and (ii) each of Cam Investment Cayman Holdings LP, The New York Distressed Debt Trading Desk of Morgan Stanley & Co. LLC, Sofinnova Venture Partners VIII, L.P., and Paul Oxholm, F.W. Schmidt and certain affiliated persons (the “Shareholder Irrevocables” and, together with the Insider Irrevocables, the “Irrevocables”) pursuant to which, among other things, each such person agreed during the term of the applicable Irrevocable (i) to vote all, or to procure votes with respect to all, Issuer Ordinary Shares beneficially owned by it in favor of all resolutions to approve the Scheme and/or Acquisition together with any other resolutions in order to implement the Scheme set out in the documents for any shareholder meeting held in connection with the Acquisition (or, if Gurnet elects to implement the Acquisition by way of a takeover offer under Irish law, to accept or procure acceptance of such takeover offer), (ii) not to sell, transfer, encumber, charge, pledge or otherwise dispose of its beneficial ownership of the Issuer’s capital except pursuant to the Acquisition and (iii) not to accept or otherwise agree to certain competing offers or transactions. In furtherance of their covenants thereunder, each person executing an Irrevocable irrevocably appointed any director of Lough Ree to be their attorney to attend and vote at the relevant meetings and to execute any proxy or other form of acceptance necessary to give effect to the Irrevocable.  Schedule II attached hereto contains the names and number of Issuer Ordinary Shares beneficially held by each person executing an Irrevocable (as represented to Gurnet and Lough Ree by such person).

The foregoing descriptions of the Scheme, the Transaction Agreement and the Irrevocables do not purport to be complete and are qualified in their entirety by reference to the full text of the Scheme announcement, the Transaction Agreement, form of Insider Irrevocable and Shareholder Irrevocables, which are attached as Exhibits 99.1, 2.1, 10.3 and 10.4-10.6, respectively, to the Issuer’s Current Report on Form 8-K (File No. 001-37720) filed with the U.S. Securities and Exchange Commission on April 6, 2017, which exhibits are incorporated by reference in their entirety in this Item 4.

Item 5.

Interest in Securities of the Issuer.

Immediately prior to the execution of the Irrevocables, none of the Reporting Persons beneficially owned any Issuer Ordinary Shares. However, as of the execution of the Irrevocables on April 3 and April 4, 2017, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each Reporting Person may be deemed to have shared voting and/or dispositive power with respect to (and therefore beneficially own) the Issuer Ordinary Shares that are the subject of each Irrevocable (collectively, the “Shares”), representing approximately 46.36% of the outstanding Issuer Ordinary Shares. Accordingly, the percentage of the outstanding Issuer Ordinary Shares that each Reporting Person may be deemed to beneficially own is approximately 46.36%.

Except as set forth above or on Schedule I, none of the Reporting Persons nor, to the best of each Reporting Person’s knowledge, any of the individuals named in Schedule I hereto, owns any Issuer Ordinary Shares.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the Shares, except as required for purposes of Section 13(d) of the Exchange Act, or for any other purpose and such beneficial ownership is expressly disclaimed. None of the Reporting Persons has any pecuniary interest in any of the Shares.

Except pursuant to the terms of each Irrevocable as described in this Schedule 13D, none of the Reporting Persons has the power to vote or direct the voting of the Shares and no Reporting Person has any sole or shared power to dispose or direct the disposition of the Shares.