Filing Details

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CUSIP No. G7709Q104

CUSIP No. G7709Q104

CUSIP No. G7709Q104

CUSIP No. G7709Q104

(1) Formerly known as Nogra Group SICAF SIF MGG Strategic

CUSIP No. G7709Q104

CUSIP No. G7709Q104

(1) Formerly known as Nogra Group SICAF SIF GG Strategic

CUSIP No. G7709Q104

(1) Formerly known as Nogra Group SICAF - SIF S.A.

CUSIP No. G7709Q104

(1) The number of shares referenced herein include (i) 23,390,000 Class A Shares directly held by MGG Strategic SICAF SIF S.A. – MGG Strategic, a sub-fund of MGG Strategic SICAF SIF S.A., which is owned by the MGG Trust, for which GISEV Trustees Limited is the trustee; and (ii) 22,926,170 Class A Shares directly held by GG 1978 SICAF SIF S.A. – GG Strategic, a sub-fund of GG 1978 SICAF SIF S.A., which is owned by the GG Trust, for which GISEV Trustees Limited is the trustee.

CUSIP No. G7709Q104

(1) The number of shares referenced herein include (i) 23,390,000 Class A Shares directly held by MGG Strategic SICAF SIF S.A. – MGG Strategic, a sub-fund of MGG Strategic SICAF SIF S.A., which is owned by the MGG Trust, for which Achille G. Severgnini is the protector; and (ii) 22,926,170 Class A Shares directly held by GG 1978 SICAF SIF S.A. – GG Strategic, a sub-fund of GG 1978 SICAF SIF S.A., which is owned by the GG Trust, for which Achille G. Severgnini is the protector.

Explanatory Note

This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 29, 2020 (as amended, the “Schedule 13D”) with respect to the Class A Ordinary Shares, par value $0.0001 per share (“Class A Shares”) of Royalty Pharma plc, a company formed under the jurisdictions of England and Wales (the “Issuer”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Schedule 13D.

This Amendment No. 1 is being filed primarily in connection with an internal reorganization whereby MGG Strategic (as defined below), a holder of 23,390,000 shares of Class A Shares, was transferred to a new entity, MGG Strategic SICAF SIF S.A. and renamed MGG Strategic SICAF SIF S.A. – MGG Strategic.  In connection therewith, Nogra Group SICAF - SIF S.A. was renamed GG 1978 SICAF SIF S.A. and Nogra Group SICAF SIF GG Strategic was renamed GG 1978 SICAF SIF S.A. – GG Strategic.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b), (f) This Schedule 13D is being filed by the following (each a “Reporting Person” and collectively, the “Reporting Persons”):

The principal business address of each of Skyeline, Avara and Mr. Severgnini is c/o GISEV Family Office SA, Contrada di Sassello 2, 6900 Lugano, Switzerland.  The principal business address of each of MGG Strategic, MGG SICAF, GG Strategic and GG 1978 SICAF is 18 Avenue de la Porte Neuve, L-2227 Luxembourg.  The principal business address of GISEV Trustees Limited is Trafalgar Court, 3rd Floor, Les Banques, St. Peter Port, Guernsey GY1 2JA. The principal business address of Mr. Mario Germano Giuliani is c/o MGG Capital SAM, Place du Casino, Immeuble G - 4ETG Nord, 98000 Monaco (MC).

Information regarding each director and executive officer of certain of the Reporting Persons is set forth on Schedule I attached hereto.

(c)          The principal business of Mr. Giuliani is being an entrepreneur.  He was previously chief financial officer, chairman and chief executive officer of Giuliani SpA.

The principal business of each of Skyeline, Avara, MGG Strategic and GG Strategic is the holding of securities. The principal business of MGG SICAF is managing MGG Strategic and other investments.  The principal business of GG 1978 SICAF is managing GG Strategic and other investments.

The principal business of GISEV Trustees is a trust company that serves as trustee of trusts.

The principal business of Mr. Severgnini is serving as a director of GISEV Family Office SA.

(d)          During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in the Explanatory Note is incorporated herein by reference.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on an aggregate of 432,963,472 Class A Shares outstanding as of February 11, 2022, as reported in the Issuer’s Annual Report on Form 10-K filed on February 15, 2020.

The aggregate number and percentage of shares of Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof: (a) Skyeline directly holds 9,077,140 Class A Shares, (b) Avara directly holds 3,477,520 Class A Shares, (c) MGG Strategic directly holds 23,390,000 Class A Shares, (d) GG Strategic directly holds 22,926,170 Class A Shares, and (e) the spouse of M. Germano Giuliani directly holds 50,000 Class A Shares over which Mr. Giuliani may be deemed to have shared beneficial ownership.

Collectively, the Reporting Persons may be deemed to beneficially own an aggregate of 58,920,830 Class A Shares, representing beneficial ownership over 13.6% of the outstanding Class A Shares.

Skyeline is wholly-owned by Avara. Avara is wholly-owned by M. Germano Giuliani.

MGG Strategic is a sub-fund managed and administered by MGG SICAF. A board of directors consisting of M. Germano Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by MGG SICAF. Each member of the board disclaims beneficial ownership over such shares. MGG SICAF is owned by the MGG Trust of which M. Germano Giuliani is the beneficiary. The MGG Trust is the 100% economic owner of the shares held by MGG Strategic.

GG Strategic is a sub-fund managed and administered by GG 1978 SICAF. A board of directors consisting of Giammaria Giuliani, Achille G. Severgnini, Marco Sterzi and Franco Toscano has voting and dispositive power over the securities managed by GG 1978 SICAF. Each member of the board disclaims beneficial ownership over such shares. GG 1978 SICAF is owned by the GG Trust, of which Giammaria Giuliani is the beneficiary (together with the MGG Trust, the “Trusts”). The GG Trust is the 100% economic owner of the shares held by GG Strategic. Each of M. Germano Giuliani and Giammaria Giuliani disclaim beneficial ownership over the shares beneficially owned by MGG Strategic and GG Strategic.

The trustee of each of the Trusts is GISEV Trustees. The protector of each of the Trusts is Achille G. Severgnini, who has the power to remove and replace the trustee of each the Trusts.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Class A Shares and any assertion or presumption that it or he and the other persons on whose behalf this statement is filed constitute a “group.”

(c)          Except as set forth in the Explanatory Note, none of the Reporting Persons has effected any transactions in the Class A Shares during the past 60 days.

(d)          To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, beneficiaries, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported herein.

(e)          Not applicable.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information provided or incorporated by reference in Items 3, 4 and 5 is hereby incorporated by reference herein.

Uncommitted and On Demand Credit Facility Agreement

 

Skyeline entered into an Uncommitted and On Demand Credit Facility Agreement (the “Facility Agreement” and, together with each agreement or instrument delivered pursuant to the foregoing or pursuant to the security interests and collateral granted in accordance with the foregoing, the “Facility Documents”), dated as of February 28, 2022, with J.P. Morgan SE, as lender, pursuant to which Skyeline pledged an aggregate of 8,772,105 Class A Shares as collateral to secure its obligations under the Facility Agreement.  The maximum amount available for Skyeline to borrow under the Facility Agreement is  $50 million.  Upon the occurrence of certain events that are customary for this type of facility, the lender may exercise its rights to require Skyeline to pre-pay the loan proceeds or post additional collateral, or foreclose on, and dispose of, the pledged securities in accordance with the Facility Documents.

 

Item 7 of the Schedule 13D is hereby amended and supplemented  as follows:

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

SCHEDULE I

Skyeline Management Ltd

 

 

Avara Management Ltd

 

 

MGG Strategic SICAF SIF S.A. and MGG Strategic SICAF SIF S.A. – MGG Strategic

 

 

GG 1978 SICAF SIF S.A. and GG 1978 SICAF SIF S.A.- GG Strategic

 

 

GISEV Trustees Limited