TR-1: Standard form for notification of
major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the
relevant issuer and to the FCA in Microsoft Word format if
possible)i |
|
1a. Identity of the issuer or the underlying issuer of
existing shares to which voting rights are
attachedii: |
Amryt Pharma PLC |
1b. Please indicate if the issuer is a non-UK issuer
(please mark with an “X” if appropriate) |
Non-UK issuer |
|
2. Reason for the notification (please mark the
appropriate box or boxes with an “X”) |
An acquisition or disposal of voting rights |
X |
An acquisition or disposal of financial instruments |
|
An event changing the breakdown of voting rights |
|
Other (please specify)iii: Intra group transfer |
|
3. Details of person subject to the notification
obligationiv |
Name |
Athyrium Funds GP Holdings LLC |
City and country of registered office (if applicable) |
Delaware, USA |
4. Full name of shareholder(s) (if different from
3.)v |
Name |
Athyrium Opportunities II Acquisition 2 LP, and Athyrium
Opportunities III Acquisition 2 LP |
City and country of registered office (if applicable) |
Delaware, USA |
5. Date on which the threshold was crossed or
reachedvi: |
08/12/2020 |
6. Date on which issuer notified
(DD/MM/YYYY): |
08/12/2020 |
7. Total positions of person(s) subject to the notification
obligation |
|
% of voting rights attached to shares (total of 8. A) |
% of voting rights through financial instruments (total of 8.B 1 +
8.B 2) |
Total of both in % (8.A + 8.B) |
Total number of voting rights of issuervii |
Resulting situation on the date on which threshold was crossed or
reached |
24.8% |
0 |
24.8% |
178,801,593 |
Position of previous notification (if applicable) |
27.2% |
0 |
27.2% |
|
8. Notified details of the resulting situation on the date
on which the threshold was crossed or reachedviii |
A: Voting rights attached to shares |
Class/type of sharesISIN code (if possible) |
Number of voting
rightsix |
% of voting rights |
Direct(Art 9 of Directive 2004/109/EC)
(DTR5.1) |
Indirect(Art 10 of Directive 2004/109/EC)
(DTR5.2.1) |
Direct(Art 9 of Directive 2004/109/EC)
(DTR5.1) |
Indirect(Art 10 of Directive 2004/109/EC)
(DTR5.2.1) |
GB00BKLTQ412 |
0 |
44,286,346 |
0 |
24.8% |
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. A |
44,286,346 |
24.8%% |
|
B 1: Financial Instruments according to Art. 13(1)(a) of
Directive 2004/109/EC (DTR5.3.1.1 (a)) |
Type of financial instrument |
Expiration datex |
Exercise/ Conversion Periodxi |
Number of voting rights that may be acquired if the
instrument is exercised/converted. |
% of voting rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B 1 |
|
|
|
B 2: Financial Instruments with similar economic effect
according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1
(b)) |
Type of financial instrument |
Expiration datex |
Exercise/ Conversion Period xi |
Physical or cash
settlementxii |
Number of voting rights |
% of voting rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8.B.2 |
|
|
|
9. Information in relation to the person subject to the
notification obligation (please mark the applicable box
with an “X”) |
Person subject to the notification obligation is not controlled by
any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuerxiii |
|
Full chain of controlled undertakings through which the voting
rights and/or the financial instruments are effectively held
starting with the ultimate controlling natural person or legal
entityxiv (please add additional rows as necessary) |
X |
Namexv |
% of voting rights if it equals or is higher than the
notifiable threshold |
% of voting rights through financial instruments if it
equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable
threshold |
Jeffrey Ferrell |
24.8% |
0 |
24.8% |
Athyrium Funds GP Holdings LLC |
24.8% |
0 |
24.8% |
Athyrium GP Holdings LLC |
14.7% |
0 |
14.7% |
Athyrium Opportunities Associates II LP |
14.7% |
0 |
14.7% |
Athyrium Opportunities II Acquisition 2 LP |
14.7% |
0 |
14.7% |
|
|
|
|
Jeffrey Ferrell |
24.8% |
0 |
24.8% |
Athyrium Funds GP Holdings LLC |
24.8% |
0 |
24.8% |
Athyrium Opportunities Associates III GP LLC |
10.1% |
0 |
10.1% |
Athyrium Opportunities Associates III LP |
10.1% |
0 |
10.1% |
Athyrium Opportunities III Acquisition 2 LP |
10.1% |
0 |
10.1% |
|
10. In case of proxy voting, please
identify: |
Name of the proxy holder |
|
The number and % of voting rights held |
|
The date until which the voting rights will be held |
|
|
11. Additional informationxvi |
|
Place of completion |
New York, USA |
Date of completion |
08/12/2020 |
Annex: Notification of
major holdings (to be filed with the FCA only) |
|
A: Identity of the person subject to the notification
obligation |
Full name (including legal form for legal entities) |
Athyrium Funds GP Holdings LLC |
Contact address (registered office for legal entities) |
c/o Corporation Service Company251 Little Falls DriveWilmington, DE
19808 |
E-Mail |
aof2@athyrium.com; aof3@athyrium.com |
Phone number / Fax number |
212-402-6925 |
Other useful information (at least legal representative for legal
persons) |
Andrew Hyman |
|
|
B: Identity of the notifier, if applicable |
Full name |
Athyrium Funds GP Holdings LLC |
Contact address |
c/o Athyrium Capital Management, LP505 Fifth Avenue, Floor
18New York, NY 10017 |
E-Mail |
aof2@athyrium.com; aof3@athyrium.com |
Phone number / Fax number |
212-402-6925 |
Other useful information (e.g. functional relationship with the
person or legal entity subject to the notification obligation) |
Andrew Hyman |
|
C: Additional information |
|
Please send the completed form together with this annex to the
FCA at the following email address: Majorshareholdings@fca.org.uk.
Please send in Microsoft Word format if possible.
Notes
i Please note that national forms may vary due
to specific national legislation (Article 3(1a) of Directive
2004/109/EC) as for instance the applicable thresholds or
information regarding capital holdings.
ii Full name of the legal entity and further
specification of the issuer or underlying issuer, provided it is
reliable and accurate (e.g. address, LEI, domestic number
identity). Indicate in the relevant section whether the issuer is a
non UK issuer.
iii Other reason for the notification could be
voluntary notifications, changes of attribution of the nature of
the holding (e.g. expiring of financial instruments) or acting in
concert.
iv 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 DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive
2004/109/EC; (c) all parties to the agreement referred to in
Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the
holder of financial instruments referred to in Article 13(1) of
Directive 2004/109/EC (DTR5.3.1).
As the disclosure of cases of acting in concert
may vary due to the specific circumstances (e.g. same or different
total positions of the parties, entering or exiting of acting in
concert by a single party) the standard form does not provide for a
specific method how to notify cases of acting in concert.
In relation to the transactions referred to in
points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1
(b) to (h)), 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 (DTR5.2.1 (b)), 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 (DTR5.2.1 (c)), 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 (DTR5.2.1 (d)), 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 (DTR5.2.1 (e)), the controlling
natural person or legal entity and, provided it has a notification
duty at an individual level under Article 9 (DTR 5.1), under
letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to
(d)) 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 (DTR5.2.1 (f)), 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 (DTR5.2.1 (g)), the natural person or
legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of
Article 10 of that Directive (DTR5.2.1 (h)), 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 (e.g.
management companies).
v Applicable in the cases provided for in
Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to
(h). 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 (DTR5.2) unless the percentage of
voting rights held by the shareholder is lower than the lowest
notifiable threshold for the disclosure of voting rights holdings
in accordance with national practices (e.g. identification of funds
managed by management companies).
vi The date on which threshold is crossed or
reached should be the date on which the acquisition or disposal
took place or the other reason triggered the notification
obligation. For passive crossings, the date when the corporate
event took effect.
vii The total number of voting rights shall be
composed of all the shares, including depository receipts
representing shares, to which voting rights are attached even if
the exercise thereof is suspended.
viii If the holding has fallen below the lowest
applicable threshold in accordance with national law, please note
that it might not be necessary in accordance with national law to
disclose the extent of the holding, only that the new holding is
below that threshold.
ix 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.
x Date of maturity/expiration of the financial
instrument i.e. the date when right to acquire shares ends.
xi If the financial instrument has such a period
– please specify this period – for example once every 3 months
starting from [date].
xii In case of cash settled instruments the
number and percentages of voting rights is to be presented on a
delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR
5.3.3.A).
xiii If the person subject to the notification
obligation is either controlled and/or does control another
undertaking then the second option applies.
xiv The full chain of controlled undertakings
starting with the ultimate controlling natural person or legal
entity has to be presented also in the cases, in which only on
subsidiary level a threshold is crossed or reached and the
subsidiary undertaking discloses the notification as only thus the
markets get always the full picture of the group holdings. In case
of multiple chains through which the voting rights and/or financial
instruments are effectively held the chains have to be presented
chain by chain leaving a row free between different chains (e.g.:
A, B, C, free row, A, B, D, free row, A, E, F etc.).
xv The names of controlled undertakings through
which the voting rights and/or financial instruments are
effectively held have to be presented irrespectively whether the
controlled undertakings cross or reach the lowest applicable
threshold themselves.
xvi Example: Correction of a previous
notification.
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