Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Royalty Pharma plc
|
|
(Name of Issuer)
|
|
Class A Ordinary Shares
|
|
(Title of Class of Securities)
|
|
G7709Q104
|
|
(CUSIP Number)
|
Juan Francisco Mendez, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
April 1, 2022
|
|
(Date of Event Which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G7709Q104
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1
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NAMES OF REPORTING PERSONS
|
|
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||
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M. Germano Giuliani
|
|
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
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|
|
||||
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3
|
SEC USE ONLY
|
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||
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|||
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||||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
OO
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|||
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|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
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||
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Switzerland and of the United Kingdom
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
|
|
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|
12,554,660
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|
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|||
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||||
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8
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SHARED VOTING POWER
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|
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50,000
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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12,554,660
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
|
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50,000
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|||
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||||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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||
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12,604,660
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|||
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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||||
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||||
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|
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2.9%
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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IN
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|||
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||||
2
CUSIP No. G7709Q104
|
1
|
NAMES OF REPORTING PERSONS
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Skyeline Management Ltd
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
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||||
|
3
|
SEC USE ONLY
|
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|||
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||||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
OO
|
|
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|||
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||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
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||
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||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
| British Virgin Islands |
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|
|||
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||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
9,077,140
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
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||
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0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
9,077,140
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
9,077,140
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
2.1%
|
|
|
|||
|
|
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||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
3
CUSIP No. G7709Q104
|
1
|
NAMES OF REPORTING PERSONS
|
|
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||
|
Avara Management Ltd
|
|
|
|||
|
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
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|||
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|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
British Virgin Islands
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
12,554,660
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
12,554,660
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
12,554,660
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
2.9%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
4
CUSIP No. G7709Q104
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MGG Strategic SICAF SIF S.A. – MGG Strategic (1)
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
<
/div>
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
23,390,000
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
23,390,000
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
23,390,000
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
5.4%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Formerly known as Nogra Group SICAF SIF MGG Strategic
5
CUSIP No. G7709Q104
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MGG Strategic SICAF SIF S.A.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
23,390,000
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
23,390,000
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
23,390,000
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
5.4%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
6
CUSIP No. G7709Q104
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GG1978 SICAF SIF S.A. – GG Strategic (1)
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
22,926,170
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
22,926,170
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
22,926,170
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
5.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Formerly known as Nogra Group SICAF SIF GG Strategic
7
CUSIP No. G7709Q104
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GG 1978 SICAF SIF S.A. (1)
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Luxembourg
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
22,926,170
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
22,926,170
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
22,926,170
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
5.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
(1) Formerly known as Nogra Group SICAF - SIF S.A.
8
CUSIP No. G7709Q104
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GISEV Trustees Limited
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Guernsey
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
46,316,170 (1)
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
46,316,170 (1)
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
46,316,170 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
10.7%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
CO
|
|
|
|||
|
|
|
||||
(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.
9
CUSIP No. G7709Q104
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Achille G. Severgnini
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Italy
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
46,316,170 (1)
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
46,316,170 (1)
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
46,316,170 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
10.7%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
(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.
10
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”):
| (i) |
M. Germano Giuliani, a citizen of Switzerland and the United Kingdom;
|
| (ii) |
Skyeline Management Ltd, a company formed under the laws of the British Virgin Islands (“Skyeline”);
|
| (iii) |
Avara Management Ltd., a company formed under the laws of the British Virgin Islands (“Avara”);
|
| (iv) |
MGG Strategic SICAF SIF S.A. – MGG Strategic (formerly known as Nogra Group SICAF SIF MGG Strategic), a Luxembourg company (“MGG Strategic”);
|
| (v) |
MGG Strategic SICAF SIF S.A., a Luxembourg company (“MGG SICAF”);
|
| (vi) |
GG 1978 SICAF SIF S.A. – GG Strategic (formerly known as Nogra Group SICAF SIF GG Strategic), a Luxembourg company (“GG Strategic”);
|
| (vii) |
GG 1978 SICAF SIF S.A. (formerly known as Nogra Group SICAF - SIF S.A.), a Luxembourg company (“GG 1978 SICAF”);
|
| (viii) |
GISEV Trustees Limited, a company formed under the laws of the Island of Guernsey (“GISEV Trustees”); and
|
| (ix) |
Achille G. Severgnini, a citizen of Italy.
|
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.
11
(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. |
Source and Amount of Funds or Other Consideration
|
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in the Explanatory Note is incorporated he
rein by reference.
| Item 5. |
Interest in Securities of the Issuer
|
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.
12
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. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
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. |
Material to be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
|
Joint Filing Agreement, dated as of April 5, 2022, by and among the Reporting Persons (filed herewith).
|
13
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.
|
Dated: April 5, 2022
|
||
|
MARIO GERMANO GIULIANI
|
||
|
By:
|
/s/ Mario Germano Giuliani
|
|
|
Name:
|
Mario Germano Giuliani
|
|
|
SKYELINE MANAGEMENT LTD
|
||
|
By:
|
GISEV Family Office SA, Corporate Director | |
|
By:
|
/s/ Achille G. Severgnini
|
|
|
Name:
|
Achille G. Severgnini
|
|
|
Title:
|
Director
|
|
AVARA MANAGEMENT LTD
|
||
|
By:
|
GISEV Family Office SA, Corporate Director | |
|
By:
|
/s/ Achille G. Severgnini
|
|
|
Name:
|
Achille G. Severgnini
|
|
|
Title:
|
Director
|
|
MGG STRATEGIC SICAF SIF S.A. – MGG Strategic
|
||
|
By:
|
/s/ Achille G. Severgnini
|
|
|
Name:
|
Achille G. Severgnini
|
|
|
Title:
|
Director
|
|
|
By:
|
/s/ Mario Germano Giuliani
|
|
|
Name:
|
Mario Germano Giuliani
|
|
|
Title:
|
Director
|
|
MGG STRATEGIC SICAF SIF S.A.
|
||
|
By:
|
/s/ Achille G. Severgnini
|
|
|
Name:
|
Achille G. Severgnini
|
|
|
Title:
|
Director
|
|
|
By:
|
/s/ Mario Germano Giuliani
|
|
|
Name:
|
Mario Germano Giuliani
|
|
|
Title:
|
Director
|
|
|
GG 1978 SICAF SIF S.A. – GG STRATEGIC
|
||
|
By:
|
/s/ Achille G. Severgnini
|
|
|
Name:
|
Achille G. Severgnini | |
|
Title:
|
Director | |
|
By:
|
/s/ Giammaria Giuliani
|
|
|
Name:
|
Giammaria Giuliani
|
|
|
Title:
|
Director
|
|
GG 1978 SICAF SIF S.A.
|
||
|
By:
|
/s/ Achille G. Severgnini
|
|
|
Name:
|
Achille G. Severgnini
|
|
|
Title:
|
Director
|
|
|
By:
|
/s/ Giammaria Giuliani
|
|
|
Name:
|
Giammaria Giuliani
|
|
|
Title:
|
Director
|
|
|
GISEV TRUSTEES LIMITED
|
||
|
By:
|
/s/ Ciaran Patrick O’Neil
|
|
|
Name:
|
Ciaran Patrick O’Neil
|
|
|
Title:
|
Director
|
|
|
ACHIL
LE G. SEVERGNINI
|
||
|
By:
|
/s/ Achille G. Severgnini
|
|
|
Name:
|
Achille G. Severgnini
|
|
SCHEDULE I
Skyeline Management Ltd
|
Name of Director
|
Principal Business Address
|
Principal Occupation
|
Citizenship
|
|
GISEV Family Office SA
|
Contrada di Sassello 2, 6900 Lugano, Switzerland
|
A family office
|
Switzerland
|
Avara Management Ltd
|
Name of Director
|
Principal Business Address
|
Principal Occupation
|
Citizenship
|
|
GISEV Family Office SA
|
Contrada di Sassello 2, 6900 Lugano, Switzerland
|
A family office
|
Switzerland
|
MGG Strategic SICAF SIF S.A. and MGG Strategic SICAF SIF S.A. – MGG Strategic
|
Name of Director
|
Principal Business Address
|
Principal Occupation
|
Citizenship
|
| Mario Germano Giuliani | c/o MGG Capital SAM, Place du Casino, Immeuble G - 4ETG Nord, 98000 Monaco (MC) | Chairman of MGG Strategic SICAF SIF S.A. | Switzerland |
|
Achille G. Severgnini
|
c/o GISEV Family Office SA Contrada di Sassello 2, 6900 Lugano, Switzerland
|
Director of MGG Strategic SICAF SIF S.A.
|
Italy
|
|
Marco Sterzi
|
18 Avenue de la Porte Neuve, L-2227 Luxembourg
|
Director of MGG Strategic SICAF SIF S.A.
|
Italy
|
|
Franco Toscano
|
18 Avenue de la Porte Neuve, L-2227 Luxembourg
|
Director of MGG Strategic SICAF SIF S.A.
|
Italy
|
GG 1978 SICAF SIF S.A. and GG 1978 SICAF SIF S.A.- GG Strategic
|
Name of Director
|
Principal Business Address
|
Principal Occupation
|
Citizenship
|
|
Giammaria Giuliani
|
c/o GISEV Family Office SA Contrada di Sassello 2, 6900 Lugano, Switzerland
|
Chairman of GG 1978 SICAF SIF S.A.
|
Switzerland
|
|
Achille G. Severgnini
|
c/o GISEV Family Office SA Contrada di Sassello 2, 6900 Lugano, Switzerland
|
Director of GG 1978 SICAF SIF S.A.
|
Italy
|
|
Marco Sterzi
|
18 Avenue de la Porte Neuve, L-2227 Luxembourg
|
Director of GG 1978 SICAF SIF S.A.
|
Italy
|
|
Franco Toscano
|
18 Avenue de la Porte Neuve, L-2227 Luxembourg
|
Director of GG 1978 SICAF SIF S.A.
|
Italy
|
GISEV Trustees Limited
|
Name of Director
|
Principal Business Address
|
Principal Occupation
|
Citizenship
|
|
Ciaran Patrick O’Neil
|
Trafalgar Court, 3rd Floor, Les Banques, St. Peter Port, Guernsey GY1 2JA
|
Director of GISEV Trustees Limited
|
United Kingdom
|
|
Alasdair Cross
|
Trafalgar Court, 3rd Floor, Les Banques, St. Peter Port, Guernsey GY1 2JA
|
Director of GISEV Trustees Limited
|
United Kingdom
|
|
Karen Higgins
|
Trafalgar Court, 3rd Floor, Les Banques, St. Peter Port, Guernsey GY1 2JA
|
Director of GISEV Trustees Limited
|
United Kingdom
|