UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 528, 2017

INNOCOLL HOLDINGS ~~PUBLIC LIMITED COMPANY~~

PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland

(State or other jurisdiction of incorporation)

001-37720

(Commission File Number)

N/A

(IRS Employer Identification Number)

Innocoll Holdings plc
Unit 9, Block D
Monksland Business Park
Monksland, Athlone
Ireland

(Address of principal executive offices)

+353 (0) 90 648 6834

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0107. ~~Entry~~Submission ~~into~~to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

As ~~Loan~~previously reported, Innocoll Holdings plc, a public limited company incorporated in Ireland (the “Company”), entered into a Transaction Agreement on April 4, 2017 by and among the Company, Gurnet Point L.P., a Delaware limited partnership acting through its general partner Waypoint International GP LLC (“Gurnet Point”), and Lough Ree Technologies Limited, an Irish private limited company and wholly-owned subsidiary of Gurnet Point (“Gurnet Bidco”), in connection with a proposed acquisition (the “Acquisition”) of the entire issued and to be issued share capital of the Company by Gurnet Bidco, by means of a scheme of arrangement (the “Scheme”) under Chapter 1 of Part 9 of the Irish Companies Act of 2014 (the “Companies Act”).

AsOn ~~previously~~June ~~announced~~28, ~~Innocoll Holdings plc~~2017, athe ~~public~~Company ~~limited~~held ~~company~~a ~~incorporated~~meeting inof ~~Ireland (~~the ~~“Company”),~~Scheme ~~issued~~shareholders ~~an announcement~~ (the “~~Rule~~Scheme ~~2.5 Announcement~~Meeting”) ~~in accordance with Rule 2.5 of the Irish Takeover Panel Act 1997, Takeover Rules 2013, setting forth the terms of the recommended acquisition of the entire issued~~ and toan beextraordinary ~~issued~~general ~~ordinary~~meeting ~~share capital~~ of ~~the~~shareholders ~~Company~~ (the “~~Acquisition~~EGM”) ~~by Lough Ree Technologies Limited~~, anin ~~Irish~~each ~~private~~case ~~limited~~relating ~~company~~to ~~and~~approval ~~wholly-owned subsidiary~~ of ~~Gurnet~~the ~~Point~~Scheme ~~L.P.~~and ~~(“Gurnet~~proposals ~~Bidco”),~~required byto ~~means~~implement ~~of a scheme of arrangement under Chapter 1 of Part 9 of~~ the ~~Irish Companies Act of 2014~~Scheme.

InA ~~connection~~quorum ~~with~~was ~~the~~present ~~Acquisition,~~at oneach ~~May~~of ~~9, 2017,~~ the ~~Company~~Scheme ~~(in~~Meeting ~~its capacity as the Guarantor)~~ and ~~its wholly-owned subsidiary, Innocoll Pharmaceuticals Limited, an Irish private limited company (~~the ~~“Borrower”) entered into a Loan and Guaranty Agreement (the “Loan Agreement”) with the parent of Gurnet Bidco, Gurnet Point L~~EGM.P. ~~acting~~The ~~through~~Company’s ~~its~~shareholders ~~general~~approved ~~partner~~each ~~Waypoint International GP LLC (“Gurnet Point”). Gurnet Point may nominate any affiliate~~ of ~~Gurnet Point from time to time to replace it as lender under~~ the ~~Loan~~proposals ~~Agreement~~at ~~(Gurnet Point or any such replacement,~~ the ~~“Lender”). Pursuant~~Scheme toMeeting ~~the~~and ~~Loan Agreement, upon~~ the ~~agreed~~EGM ~~upon~~required ~~drawdown~~to ~~date,~~approve ~~the~~and ~~Lender~~implement ~~will loan~~ the ~~Borrower an aggregate principal amount of up to $10,000,000 (the “Loan”)~~Scheme.

~~Under the terms of the Loan Agreement, the Loan will bear interest at a rate of 15% per annum.~~ The ~~principal~~final ~~amount~~results of ~~the~~voting ~~Loan will be due and payable~~ on ~~December~~each ~~31,~~of ~~2017 (~~the ~~“Non-Acquisition~~proposals ~~Term~~submitted ~~Loan Maturity Date”) (provided, that, if the Acquisition has occurred prior~~ to ~~such~~a ~~date,~~vote ~~such date shall be automatically extended to the date that is 15 days after the maturity date~~ of ~~that certain Finance Contract, dated as of March 27, 2015 (~~the ~~“Existing Facility”), by and among the Borrower, the~~ Company’s ~~and~~shareholders ~~The~~at ~~European Investment Bank (“EIB”) (~~the ~~“Acquisition~~Scheme ~~Term~~Meeting ~~Loan Maturity Date”~~ and ~~together with~~ the ~~Non-Acquisition~~EGM ~~Term~~are ~~Loan~~as Maturity Date, each a “Term Loan Maturity Date”)). Subject to certain exceptions, the Loan will be accelerated to become immediately due if the Company consummates certain alternative change in control proposals (other than the Acquisition) prior to the Non-Acquisition Term Loan Maturity Date.follows:

~~The~~Scheme Company may prepay the principal amount and accrued interest of the Loan at any time and from time to time. However, if the Company voluntarily prepays the loan (i) on or prior to July 31, 2017, the Company will be required to pay a prepayment premium equal to 10% of the amount of the Loan being prepaid and (ii) on August 1, 2017 and thereafter until (but not including) the Non-Acquisition Term Loan Maturity Date, 5% of the amount of the Loan being prepaid. If the Company is required to prepay the loan pursuant to a mandatory prepayment (or if the commitments are terminated) (i) on or prior to July 31, 2017, Innocoll will be required to pay a premium equal to $1,000,000 and (ii) on August 1, 2017 and thereafter until (but not including) the Non-Acquisition Term Loan Maturity Date, $500,000 (provided that such fees shall be reduced by any additional fee paid by Innocoll in connection with a voluntary prepayment).Meeting

~~Repayment~~1. ofThe ~~the~~shareholders ~~Loan~~approved ~~will secured by a security interest in favor of~~ the ~~Lender~~Scheme in ~~all~~its oforiginal ~~the~~form ~~assets of the Borrower and negative pledge~~ with ~~respect~~or ~~to all of the assets of the Company. The security interest in favor of the Lender is~~ subject ~~and subordinate~~ to anany ~~existing first priority security interest in favor of the EIB~~modification(s), ~~the Borrower’~~addition(s) ~~existing~~or ~~lender. The~~condition(s) ~~security~~approved ~~interests~~or inimposed ~~favor of the Lender will be evidenced~~ by the ~~terms~~High Court of anIreland ~~Equitable Charge over Shares between the Company and the Lender~~ (the “~~Equitable~~High ~~Charge~~Court”) ~~and a Debenture between the Borrower and the Lender (the “Debenture”), each of which will be executed in connection with the Loan~~.

Votes For	Votes Against	Withheld	Percentage of Votes in Favor
21,970,315	65,251	419,427	99.70%

EGM

1.	Special Resolution: Amendment of Memorandum of Association

The shareholders approved an amendment to the Memorandum of Association of the Company to authorize the Company to enter into any scheme of arrangement with its creditors or members or any class of them pursuant to Chapter 1 of Part 9 of the Companies Act.

Votes For	Votes Against	Withheld	Percentage of Votes in Favor
21,983,381	63,350	420,583	99.71%

The Loan Agreement and ancillary documents include certain affirmative covenants, including minimum worth of the Borrower, compliance with laws, maintenance of insurance, maintenance of assets, timely payment of taxes, notice of adverse events and other covenants typical for a loan of this nature2. ~~The~~Ordinary ~~Loan~~Resolution: ~~Agreement~~To ~~and~~Approve ~~ancillary documents include certain negative covenants, including limitations on liens on, and disposals of, assets of~~ the Company and the Borrower, expenditure, acquisitions, indebtedness, guarantees, investments, hedging, change of business, merger and other covenants typical for a loan of this nature. The Loan Agreement and ancillary documents also include certain events of default, including payment defaults, defaults upon failure to perform or observe terms, covenants or agreements included in the Loan Agreement and ancillary documents, insolvency and bankruptcy defaults and dissolution and liquidation defaults and other events of default typical for a loan of this nature.Scheme

~~Upon~~The ~~entry~~shareholders ~~into~~approved the ~~Loan~~Scheme ~~Agreement,~~in its original form (or such amended form as the ~~Company~~High ~~granted~~Court tomay ~~Gurnet~~permit ~~Bidco~~to abe ~~warrant~~put (before the ~~“Warrant”~~Scheme Meeting), toor ~~subscribe~~with ~~for~~or upsubject to 5%any ofmodification(s), ~~the~~addition(s) ~~outstanding~~or ~~share~~condition(s) ~~capital~~approved ofor ~~Innocoll~~imposed asby ofthe ~~December~~High 31Court, ~~2017~~and ~~for~~authorized anthe ~~exercise~~directors ~~price~~ of ~~$0.01~~the ~~per~~ Company ~~share.~~to ~~The~~take ~~Warrant~~all ~~will~~such beaction ~~exercisable~~as ifthey ~~the~~consider ~~loan~~necessary isor ~~not~~appropriate ~~repaid~~for incarrying ~~full~~the byScheme ~~December~~into ~~31, 2017~~effect.

Modification of a Material Definitive Agreement

Votes For	Votes Against	Withheld	Percentage of Votes in Favor
21,981,945	64,841	420,528	99.71%

On May 5, 2017, in order to obtain the consent of the EIB to enter into the Loan Agreement and to permit the Company to issue the Equitable Charge and the Debenture (i) the Company, the Borrower and the EIB entered into an Amendment and Waiver Agreement to modify certain terms of the Existing Facility (the “Amendment Agreement”) and (ii) the Company, the Lender, the Borrower and the EIB entered into an Intercreditor Deed (the “Intercreditor Deed”)3. ~~The~~ ~~Amendment~~Special ~~Agreement~~Resolution: ~~permits~~Cancellation ~~the entry into the Loan Agreement and modifies certain terms~~ of ~~the~~Cancellation ~~Existing Facility, including the maturity date of the Existing Facility under the occurrence of certain events.~~Shares

~~Pursuant~~The toshareholders ~~the~~approved ~~terms of~~ the ~~Intercreditor~~cancelation ~~Deed, payment of the interest~~ and ~~principal~~extinguishment ~~on the Loan and the security interests granted to the Lender pursuant to the ancillary agreements are subject and subordinate to the rights~~ of ~~the~~all ~~EIB. Under~~ the ~~terms~~Cancellation ofShares ~~the~~(as ~~Intercreditor~~defined ~~Deed,~~in the ~~Lender~~Scheme) ~~may~~without ~~not move to collect on~~ the ~~assets~~reduction of the ~~Company~~authorised orshare ~~its~~capital ~~subsidiaries, or obtain payment on the Loan prior to satisfaction in full~~ of ~~all obligations under~~ the ~~Existing Facility unless certain conditions are met~~Company.

Subject to the prior condition that the Company raises, prior to December 15, 2017, at least $25 million through one or more equity financings, shareholder loans or licensing revenue and has at least $25 million in cash on hand at December 30, 2017 (referred to as the “Extension Conditions”), the Intercreditor Deed provides that the Company may repay the Loan on December 30, 2017, prior to the repayment of the obligations under the Existing Facility, without such repayment constituting an event of default under the Existing Facility.

Votes For	Votes Against	Withheld	Percentage of Votes in Favor
21,960,733	81,861	424,720	99.63%

~~The~~4. ~~Amendment~~Ordinary ~~Agreement~~Resolution: ~~further~~Application ~~provides that, if on December 31, 2017, the Acquisition has not been effected and the Extension Conditions have not been achieved, the EIB has the right to demand repayment~~ of ~~all of~~ the ~~obligations~~Reserve ~~outstanding~~arising ~~under~~on the ~~Existing~~Reduction ~~Facility on or after December 31, 2017 instead~~ of ~~having~~Capital toin ~~wait~~Paying ~~until~~up ~~the~~and ~~existing~~Issuing ~~maturity on the outstanding obligations.~~Shares

The shareholders authorized the directors to apply the reserve arising in the books of account of the Company as a result of the cancellation of the Cancellation Shares to paying up in full at par such number of New Innocoll Shares (as defined in the Scheme) as shall be equal to the aggregate of the number of Cancellation Shares cancelled pursuant to Resolution 3, such New Innocoll Shares to be allotted and issued to Gurnet Bidco and/or its nominee(s) in the manner described in the Scheme credited as fully paid up and free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever.

Votes For	Votes Against	Withheld	Percentage of Votes in Favor
21,977,415	66,130	423,769	99.70%

5.	Special Resolution: Amendment to Articles

The shareholders approved an amendment to the Articles of Association of the Company in furtherance of the Scheme.

Votes For	Votes Against	Withheld	Percentage of Votes in Favor
21,980,296	64,490	422,528	99.71%

AItem ~~copy of the Loan Agreement is attached hereto as Exhibit 99~~8.~~1 and is incorporated herein by reference~~01. AOther ~~copy of the Amendment Agreement is attached hereto as Exhibit 99~~Events.2 and is incorporated herein by reference. A copy of the Intercreditor Deed is attached hereto as Exhibit 99.3 and is incorporated herein by reference. A copy of the Warrant is attached hereto as Exhibit 99.4 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the attached Loan Agreement Amendment Agreement, Intercreditor Deed and Warrant.

~~Item~~On ~~2.03~~June ~~Creation~~28, of2017, the Company issued a ~~Direct~~press ~~Financial~~release ~~Obligation~~announcing orthe anresults ~~Obligation~~of ~~under~~the anScheme ~~Off~~Meeting ~~Balance~~and ~~Sheet~~the ~~Arrangement~~EGM. A copy of athe ~~Registrant~~press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Loan Agreement,” which is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this ~~document~~announcement are forward-looking and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements can typically be identified by the use of forward-looking terminology, such as “expects”, “believes”, “may”, “will”, “could”, “should”, “intends”, “plans”, “predicts”, “envisages”, “estimates”, “forecast”, “outlook”, “guidance”, “possible”, “projects”, “potential” or “anticipates” or other similar words and expressions and include, without limitation, any projections relating to results of operations and financial conditions of either Gurnet Point, Gurnet Bidco or ~~the~~Innocoll ~~Company~~ and their respective subsidiary undertakings from time to time, as well as plans and objectives for future operations, expected future revenues, financing plans, expected expenditures, expected synergies and divestments relating to Gurnet Point, Gurnet Bidco or ~~the~~Innocoll ~~Company~~ and discussions of Gurnet Point’s, Gurnet Bidco’s or ~~the Company~~Innocoll’s business plans. All forward-looking statements in this document made by Gurnet Point and / or Gurnet Bidco are based upon information known to Gurnet Point and / or Gurnet Bidco on the date of this document and all forward-looking statements in this document made by ~~the~~Innocoll ~~Company~~ are based upon information known to ~~the~~Innocoll ~~Company~~ on the date of this document. Except as expressly required by law, Gurnet Point, Gurnet Bidco and ~~the~~Innocoll ~~Company~~ disclaim any intent or obligation to update or revise these forward-looking statements. None of Gurnet Point, Gurnet Bidco or ~~the~~Innocoll ~~Company~~ undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, save as may be required by law. Although none of Gurnet Point, Gurnet Bidco or ~~the~~Innocoll ~~Company~~ undertake any obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that any of Gurnet Point, Gurnet Bidco or ~~the~~Innocoll ~~Company~~ may make directly to you or through reports that any of Gurnet Point, Gurnet Bidco or ~~the Company~~Innocoll, in the future, may file with the Securities and Exchange Commission (“SEC”). Unless otherwise indicated, the information in this document is as of ~~May~~June 928, 2017.

It is not reasonably possible to itemize all of the many factors and specific events that could cause the forward-looking statements in this document to be incorrect or could otherwise have a material effect on the future operations or results of the Company. Further information on the primary risks of the business and the risk management of the Company is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which is filed with the SEC.

Statements Required by the Irish Takeover Rules

The Company’s Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Company’s Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Piper Jaffray & Co. (“Piper Jaffray”), which is a securities broker-dealer registered with the U.S. SEC and subject to regulation by the SEC and the Financial Industry Regulatory Authority, is acting as financial adviser exclusively for the Company and for no one else in connection with the Acquisition and the other matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Piper Jaffray or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Important Additional Information to be Filed with the SEC

The Company, Gurnet and Gurnet Bidco are parties to a Transaction Agreement, dated April 4, 2017 (the “Transaction Agreement”). In connection with the Acquisition, on April 21, 2017, the Company filed with the SEC a preliminary proxy statement (the “Preliminary Proxy Statement”). The Company may also file other documents with the SEC regarding the Acquisition and will mail or otherwise provide to the Company’s securityholders the Definitive Proxy Statement (which will also constitute the Scheme Document) regarding the Acquisition when available. SECURITYHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING THE SCHEME DOCUMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC AS WELL, AS ANY AMENDMENTS OR SUPPLEMENTS, THERETO CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE ACQUISITION AND RELATED MATTERS. Security holders may obtain free copies of the Preliminary Proxy Statement and will be able to obtain free copies of the Definitive Proxy Statement (including the Scheme Document) (when available) and other documents filed by the Company with the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Preliminary Proxy Statement and the Definitive Proxy Statement (including the Scheme Document) (when available) as well as other documents filed by the Company at www.innocoll.com.

Participants in the Solicitation

The Company, Gurnet Point and Gurnet Bidco and certain of its respective directors and executive officers and employees may be considered participants in the solicitation of proxies from the shareholders of the Company in respect of the transactions that will be contemplated by the Scheme Document/Definitive Proxy Statement. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of the Company in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Definitive Proxy Statement when it is filed with the SEC. Information regarding the Company’s directors and executive officers is contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K/A”), which is filed with the SEC. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s shareholders generally is contained in the Company’s Form 10-K/A as well as the Preliminary Proxy Statement, which have been filed with the SEC, and will be set forth in the Definitive Proxy Statement relating to the Acquisition when it becomes available.

No Offer or Solicitation

This ~~report~~announcement is not intended to, and does not, constitute or form ~~any~~ part of anany offer to purchase, sell, subscribe for, exchange or otherwise dispose of ~~any securities~~, or the solicitation of an offer to purchase, sell, subscribe for, exchange or dispose of, ~~any securities~~ or an invitation to purchase, sell, subscribe for, exchange or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, ~~nor~~to ~~shall there be any sale, issuance~~ or ~~transfer~~from ~~of securities in~~ any ~~jurisdiction~~person into ~~contravention~~whom ofit ~~applicable~~is ~~law.~~unlawful ~~The~~to ~~Acquisition~~make ~~will~~any besuch ~~made~~offer, ~~solely~~invitation ~~by means of the formal documentation for the Scheme (the “Scheme Document”)~~ or, ifsolicitation ~~applicable,~~in ~~the~~such ~~documents~~jurisdiction ~~with~~nor ~~respect~~shall tothere ~~the~~be ~~Takeover~~any ~~Offer (the “Takeover Offer Document”)~~sale, ~~which~~issuance ~~will~~or ~~contain~~transfer ~~the full terms and conditions~~ of ~~the~~securities ~~Acquisition, including details of how to vote~~ in ~~respect~~any ofjurisdiction ~~the Acquisition. Any decision~~ in ~~respect~~contravention of, orapplicable ~~other response to, the Acquisition, should be made only on basis of the information contained in the Definitive Proxy Statement (including the Scheme Document)~~law. This ~~report~~announcement does not constitute a prospectus or aan ~~prospectus~~ equivalent document. ~~No offer of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.~~

Statements Required by the Irish Takeover Rules

The Company’s Directors accept responsibility for the information contained in this document, other than information relating to Gurnet Point, Gurnet Bidco, Gurnet Point Capital, the Gurnet Point Group, and the directors of Gurnet Bidco and the managers of Waypoint International GP LLC (in its capacity as general partner of Gurnet Point) and the members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Company’s Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Piper Jaffray & Co., which is a securities broker-dealer registered with the U.S. Securities and Exchange Commission and subject to regulation by the SEC and the Financial Industry Regulatory Authority (“FINRA”), is acting as financial adviser exclusively for the Company and for no one else in connection with the Acquisition and the other matters referred to in this document, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Piper Jaffray or for providing advice in relation to the Acquisition or any other matters referred to in this document.

Rule 8 Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of ~~the Company~~Innocoll, all ‘dealings’ in any ‘relevant securities’ of ~~the~~Innocoll ~~Company~~ (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 p.m. (New York time) on the ‘business day’ following the date of the relevant transaction. This requirement will continue until the date on which the ‘offer period’ ends. If two or more persons cooperate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of ~~the Company~~Innocoll, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of ~~the~~Innocoll ~~Company~~ by Gurnet Point or Gurnet Bidco or by any party acting in concert with any of them, must also be disclosed by no later than 11:59 a.m.(New York time) on the ‘business day’ following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be found on the Panel’s website at www.irishtakeoverpanel.ie.

‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

Rounding Adjustments

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No Profit Forecast / Asset Valuation

No statement in this document is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings, earnings per share, losses or losses per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Innocoll as appropriate. No statement in this document constitutes an asset valuation.

General

Certain capitalized words used in this ~~document~~announcement and not herein defined have the meanings given to such words in the Rule 2.5 Announcement dated April 4, 2017 issued by Innocoll and Gurnet Point (the “Rule 2.5 Announcement”). The bases and sources set out in the Rule 2.5 Announcement have been used in this ~~document~~announcement, unless otherwise stated or the context otherwise requires.

A copy of this announcement will be available, free of charge (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on the Gurnet Point website at www.gurnetpointlpoffer.com and the Innocoll website at www.innocoll.com by no later than 12.00 p.m. on the business day following this announcement and throughout the course of the Acquisition. The contents of Gurnet Point website, Innocoll website nor the contents of any other website accessible from hyperlinks are incorporated into, or form part of, this announcement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description
Exhibit No		Description
99.1		~~Loan~~Press ~~and~~Release ~~Guaranty~~issued ~~Agreement, dated May 9, 2017,~~ by ~~and~~the ~~among~~Company ~~Innocoll~~on ~~Holdings~~June ~~plc~~28, ~~Innocoll Pharmaceuticals Limited and Gurnet Point L.P.~~2017
99.2		Amendment and Waiver Agreement, dated May 5, 2017, by and between Innocoll Holdings plc, Innocoll Pharmaceuticals Limited and The European Investment Bank
99.3		Intercreditor Deed, dated May 5, 2017, by and among Innocoll Holdings plc, Innocoll Pharmaceuticals Limited, Gurnet Point L.P. and The European Investment Bank
99.4		Warrant Agreement, dated May 9, 2017, by and between Innocoll Holdings plc and Lough Ree Technologies Limited

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 9, 2017	INNOCOLL HOLDINGS PLC
Date: June 28, 2017	INNOCOLL HOLDINGS PLC
	By:	/s/ Anthony Zook
		Name:	Anthony Zook
		Name: Anthony Zook
		Title:	Chief Executive Officer
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Loan and Guaranty Agreement, dated May 9, 2017, by and among Innocoll Holdings plc, Innocoll Pharmaceuticals Limited and Gurnet Point L.P.
99.2		Amendment and Waiver Agreement, dated May 5, 2017, by and between Innocoll Holdings plc, Innocoll Pharmaceuticals Limited and The European Investment Bank
99.3		Intercreditor Deed, dated May 5, 2017, by and among Innocoll Holdings plc, Innocoll Pharmaceuticals Limited, Gurnet Point L.P. and The European Investment Bank
99.4		Warrant Agreement, dated May 9, 2017, by and between Innocoll Holdings plc and Lough Ree Technologies Limited

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No		Description
99.1		Press Release issued by the Company on June 28, 2017

Filing Compare · Innocoll Holdings plc