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

All percentages set forth in this Schedule 13D are based upon the Issuer’s reported 30,095,931 outstanding Issuer Ordinary Shares as of April 1, 2017 as set forth in the Transaction Agreement.

Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, none of the Reporting Persons or any other person listed in Schedule I hereof has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any Issuer Ordinary Shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein. Except for the Irrevocables described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Statements Required by the Irish Takeover Rules

The directors of Lough Ree and the managers of Waypoint (in its capacity as general partner of Gurnet) accept responsibility for the information contained in this Schedule 13D relating to Lough Ree, Gurnet and Waypoint and their subsidiaries and directors or managers (as appropriate) and members of their immediate families, related trusts and persons connected with them.  To the best of the knowledge and belief of the directors of Lough Ree and the managers of Waypoint (in its capacity as general partner of Gurnet) (who have taken all reasonable care to ensure that such is the case), the information contained in this Schedule 13D for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.