UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMARIN CORPORATION PLC
--------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, 50 pence par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
02311107
--------------------------------------------------------------------------------
(CUSIP Number)
John Heard
Abingworth LLP
Princes House
38 Jermyn Street
London SW1Y 6DN
+44 20 7534 1500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 16, 2009
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 240.13d-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. 02311107
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Abingworth LLP
98-051-8585
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions): WC (See Item 3)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: England
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 17,000,000
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 0
---------------------------------------
Person With 10. Shared Dispositive Power: 17,000,000
---------------------------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 17,000,000
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 17.33%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): PN
--------------------------------------------------------------------------------
Cusip No. 02311107
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Abingworth Bioventures V Co-Invest Growth Equity Fund LP
98-057-9772
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions): WC (See Item 3)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: England
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 7,500,000
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 0
---------------------------------------
Person With 10. Shared Dispositive Power: 7,500,000
---------------------------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 7,500,000
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 7.65%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): PN
--------------------------------------------------------------------------------
Cusip No. 02311107
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Abingworth Bioventures V L.P.
98-051-8587
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions): WC (See Item 3)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: England
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 7,500,000
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 0
---------------------------------------
Person With 10. Shared Dispositive Power: 7,500,000
---------------------------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 7,500,000
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 7.65%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): PN
--------------------------------------------------------------------------------
Cusip No. 02311107
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Abingworth Bioequities Master Fund Limited
66-066-0960
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions): WC (See Item 3)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e): [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: Cayman Islands
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power: 0
---------------------------------------
Shares Beneficially 8. Shared Voting Power: 2,000,000
---------------------------------------
Owned by Each Reporting 9. Sole Dispositive Power: 0
---------------------------------------
Person With 10. Shared Dispositive Power: 2,000,000
---------------------------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000,000
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 2.04%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): CO
--------------------------------------------------------------------------------
Item 1. Security and Issuer
-------------------
This Schedule 13D relates to the ordinary shares, 50 pence par value
per share (the "Ordinary Shares"), of Amarin Corporation plc (the "Issuer"),
each Ordinary Share represented by one American Depositary Share (each, an "ADS"
and, collectively, the "ADSs"). The ADSs are listed on the Nasdaq Capital
Market. The Issuer's principal executive office is located at 7 Curzon Street,
London W1J 5HG England.
Item 2. Identity and Background
-----------------------
(a) This statement is filed on behalf of: (i) Abingworth Bioventures
V L.P. ("ABV V"); (ii) Abingworth Bioventures V Co-Invest Growth Equity Fund LP
("AGE"); (iii) Abingworth Bioequities Master Fund Limited ("ABE" and together
with ABV V and AGE, the "Abingworth Funds"); and (iv) Abingworth LLP
("Abingworth" and together with the Abingworth Funds, the "Reporting Persons"),
the investment manager of the Abingworth Funds.
(b) The address of the principal business office of the Reporting
Persons is Princes House, 38 Jermyn Street, London SW1Y 6DN.
(c) The principal business of the Abingworth Funds is to invest in
and assist growth-oriented businesses in the life science and biomedical
industries. The principal business of Abingworth is to serve as the investment
manager to certain investment funds, including the Abingworth Funds.
(d) Neither the Reporting Persons nor any of its executive officers
has, during the last five years, been convicted in a criminal proceeding.
(e) Neither the Reporting Persons nor any of its executive officers
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is 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.
(f) Each of AGE and ABV V is a limited partnership organized under
the laws of England. ABE is a corporation organized under the laws of the Cayman
Islands. Abingworth is a limited liability partnership organized under the laws
of England.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Pursuant to a Securities Purchase Agreement, dated as of October 12,
2009 (the "Securities Purchase Agreement"), by and among the Issuer, the
Abingworth Funds and the other purchasers named therein (the "Other Purchasers"
and together with the Abingworth Funds, the "Purchasers"), the Abingworth Funds
acquired, at the closing of the transactions contemplated by the Securities
Purchase Agreement (the "Closing"), 17,000,000 Ordinary Shares, each Ordinary
Share represented by one ADS, and warrants (the "Warrants") to purchase up to an
aggregate of 8,500,000 Ordinary Shares for an aggregate purchase price of
$17,000,000. Each Abingworth Fund is prohibited from exercising the Warrants
purchased by it, to the extent that after giving effect to such exercise, such
Abingworth Fund (together with its affiliates) would beneficially own in excess
of 9.99% of the Ordinary Shares outstanding immediately after giving effect to
such exercise; provided that such Abingworth Fund may increase or decrease such
percentage to any other percentage (or waive the applicability of the blocker)
upon written notice to the Issuer; provided, further, that any such increase (or
waiver) will not be effective until the sixty-first (61st) day after such notice
is delivered to the Issuer. The Abingworth Funds purchased the Ordinary Shares
and Warrants with their investment capital. Abingworth does not directly own any
of the Ordinary Shares or the Warrants. Abingworth disclaims beneficial
ownership of the securities reported herein, except to the extent of its
pecuniary interest. Each of the Abingworth Funds disclaims beneficial ownership
of any of the securities reported herein, except for the securities held of
record by such Abingworth Fund.
Item 4. Purpose of Transaction
----------------------
The Reporting Persons acquired the securities reported herein for
investment in the ordinary course of business because of their belief that the
Issuer represents an attractive investment based on the Issuer's business
prospects and strategy. The Reporting Persons reserve the right to acquire, or
cause to be acquired, additional securities of the Issuer, to dispose of, or
cause to be disposed, such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of general investment and trading policies
of the Reporting Persons, market conditions or other factors. Except as set
forth herein, the Report Persons do not have any plan or proposal that would
relate to, or result in, any of the matters set forth under subsections (a)
through (j) of Item 4 of Schedule 13D.
Pursuant to the Securities Purchase Agreement, (i) the Issuer issued
and sold to the Abingworth Funds, and the Abingworth Funds purchased from the
Issuer, at the Closing, 17,000,000 Ordinary Shares, each Ordinary Share
represented by one ADS, and Warrants to purchase up to an aggregate of 8,500,000
Ordinary Shares and (ii) the Issuer issued and sold to the Other Purchasers, and
the Other Purchasers purchased from the Issuer, at the Closing, 53,399,996
Ordinary Shares, each Ordinary Share represented by one ADS, and warrants to
purchase up to an aggregate of 26,699,996 Ordinary Shares (the transactions
specified in clauses (i) and (ii) above are referred to herein collectively as
the "Private Placement"). Each Abingworth Fund is prohibited from exercising the
Warrants purchased by it, to the extent that after giving effect to such
exercise, such Abingworth Fund (together with its affiliates) would beneficially
own in excess of 9.99% of the Ordinary Shares outstanding immediately after
giving effect to such exercise; provided that such Abingworth Fund may increase
or decrease such percentage to any other percentage (or waive the applicability
of the blocker) upon written notice to the Issuer; provided, further, that any
such increase (or waiver) will not be effective until the sixty-first (61st) day
after such notice is delivered to the Issuer.
The Securities Purchase Agreement contains a right of first refusal in
favor of each Purchaser to purchase up to such Purchaser's Pro Rata Percentage
(as defined in the Securities Purchase Agreement) of any offering (an "Equity
Offering") by the Issuer of Ordinary Shares or any other class or series of its
capital stock, or any other securities convertible or exercisable into or
exchangeable for Ordinary Shares or any other class or series of capital stock,
subject to certain exceptions as set forth in the Securities Purchase Agreement.
To the extent any Other Purchaser elects not to exercise its right of first
refusal to purchase its full Pro Rata Percentage of any Equity Offering, the
Abingworth Funds shall have the first right of refusal to subscribe for and
purchase any securities not subscribed for by any such Other Purchaser. The
right of first refusal shall terminate with respect to a Purchaser (counting
such Purchaser and its affiliates purchasing Ordinary Shares under the
Securities Purchase Agreement as one Purchaser) at such time as such Purchaser
(together with its affiliates) ceases to collectively own at least fifty percent
(50%) of the Ordinary Shares purchased by such Purchaser and its affiliates at
the Closing.
Under the terms of the Securities Purchase Agreement, the Issuer has
agreed to (i) prepare and file (as soon as reasonably practicable, but in no
event later than sixty (60) days after the Closing (the "Filing Deadline Date"))
with the Securities and Exchange Commission (the "SEC") a registration statement
to register the resale of the Ordinary Shares issued in the Private Placement
(including the Ordinary Shares issuable upon exercise of the warrants issued in
the Private Placement) and (ii) use its commercially reasonable efforts to cause
the Registration Statement to be declared effective by the SEC no later than 90
days (120 days in the event the registration statement is reviewed by the SEC)
after the earlier of (i) the initial filing of the registration statement or
(ii) the Filing Deadline Date. The Issuer will be liable for certain penalties
set forth in the Purchase Agreement for the failure to meet such filing and
effective date deadlines. The Purchasers also received certain "piggy-back"
registration rights covering the Ordinary Shares issued in the Private Placement
(including the Ordinary Shares issuable upon exercise of the warrants sold in
the Private Placement).
In connection with the transactions contemplated by the Securities
Purchase Agreement, the Abingworth Funds entered into a Management Rights
Agreement with the Issuer and certain of the Other Purchasers, whereby (i) the
Abingworth Funds will have the right to nominate one designee for election to
the Issuer's Board of Directors for so long as the Abingworth Funds (together
with their respective affiliates) beneficially own at least five percent (5%) of
the issued and outstanding Ordinary Shares of the Issuer, (ii) each Lead
Investor (as defined in the Management Rights Agreement) will individually have
the right to nominate one designee for election to the Issuer's Board of
Directors so long as such Lead Investor beneficially owns the number of Ordinary
Shares equal to at least fifty percent (50%) of the number of Ordinary Shares it
purchased in the Private Placement, (iii) the Lead Investors will have the right
to collectively nominate two (2) other individuals to the Issuer's Board of
Directors so long as the Lead Investors, collectively as a group, beneficially
own in the aggregate at least twenty-five percent (25%) of the issued and
outstanding Ordinary Shares of the Issuer and (iv) the parties to the Management
Rights Agreement agreed to vote their Ordinary Shares in favor of the director
designees specified in the foregoing clauses (i), (ii) and (iii).
By virtue of the terms of the Management Rights Agreement, the
Reporting Persons and the Other Purchasers party to the Management Rights
Agreement may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting
Persons and the Other Purchasers party to the Management Rights Agreement are
not acting as a "group", and the Reporting Persons disclaim beneficial ownership
of, and any pecuniary interest in, all of the Ordinary Shares beneficially owned
by the Other Purchasers party to the Management Rights Agreement.
The foregoing descriptions of the Purchase Agreement, the Warrants and
the Management Rights Agreement do not purport to be complete and are qualified
in their entirety by the terms of such document which are incorporated herein by
reference in response to this Item 4 and which, (i) in the case of the Purchase
Agreement and the Form of Warrant, have been filed as exhibits to the Issuer's
Annual Report on Form 20-F for the fiscal year ended December 31, 2008, filed
with the SEC on October 22, 2009 and (ii) in the case of the Management Rights
Agreement, has been filed as an exhibit to this Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) ABV V is the owner of record of 7,500,000 Ordinary Shares and
Warrants to purchase an aggregate of 3,750,000 Ordinary Shares. ABV V may be
deemed to beneficially own, in the aggregate, 7,500,000 Ordinary Shares
(excluding the Warrants held by ABV V due to the 9.99% beneficial ownership
blocker provision contained therein), representing approximately 7.65% of the
Issuer's outstanding Ordinary Shares (based upon the 98,081,974 Ordinary Shares
outstanding immediately after the consummation of the Private Placement).
AGE is the owner of record of 7,500,000 Ordinary Shares and Warrants
to purchase an aggregate of 3,750,000 Ordinary Shares. AGE may be deemed to
beneficially own, in the aggregate, 7,500,000 Ordinary Shares (excluding the
Warrants held by AGE due to the 9.99% beneficial ownership blocker provision
contained therein), representing approximately 7.65% of the Issuer's outstanding
Ordinary Shares (based upon the 98,081,974 Ordinary Shares outstanding
immediately after the consummation of the Private Placement).
ABE is the owner of record of 2,000,000 Ordinary Shares and Warrants
to purchase an aggregate of 1,000,000 Ordinary Shares. ABE may be deemed to
beneficially own, in the aggregate, 2,000,000 Ordinary Shares (excluding the
Warrants held by ABE due to the 9.99% beneficial ownership blocker provision
contained therein), representing approximately 2.04% of the Issuer's outstanding
Ordinary Shares (based upon the 98,081,974 Ordinary Shares outstanding
immediately after the consummation of the Private Placement).
Abingworth is not the owner of record of any Ordinary Shares or
Warrants to purchase Ordinary Shares. Abingworth may be deemed to beneficially
own, in the aggregate, 17,000,000 Ordinary Shares (excluding any Warrants held
by the Abingworth Funds due to the 9.99% beneficial ownership blocker provisions
contained therein), representing approximately 17.33% of the Issuer's
outstanding Ordinary Shares (based upon the 98,081,974 Ordinary Shares
outstanding immediately after the consummation of the Private Placement).
(b) As set forth in the cover sheets to this Schedule 13D, (i) ABV V
has shared voting and dispositive power with respect to the 7,500,000 Ordinary
Shares held by ABV V and has sole voting and dispositive power over none of the
securities reported herein; (ii) AGE has shared voting and dispositive power
with respect to the 7,500,000 Ordinary Shares held by AGE and has sole voting
and dispositive power over none of the securities reported herein; (iii) ABE has
shared voting and dispositive power with respect to the 2,000,000 Ordinary
Shares held by ABE and has sole voting and dispositive power over none of the
securities reported herein; and (iv) Abingworth has shared voting and
dispositive power with respect to the 17,000,000 Ordinary Shares held by the
Abingworth Funds and has sole voting and dispositive power over none of the
securities reported herein.
(c) Except as described in Item 3 and Item 4 of this Schedule 13D,
during the past 60 days, there were no purchases or sales of Ordinary Shares, or
securities convertible into or exchangeable for Ordinary Shares, by the
Reporting Persons or any person or entity for which the Reporting Persons
possess voting control over the securities thereof.
(d) Each Abingworth Fund has the right to receive dividends from, or
proceeds from the sale of, the Ordinary Shares and Warrants (including the
Ordinary Shares issuable upon exercise thereof) purchased by it in the Private
Placement. The limited partners or shareholders of each Abingworth Fund have the
right to participate indirectly in the receipt of dividends from, or proceeds
from the sale of, the Ordinary Shares and Warrants (including the Ordinary
Shares issuable upon exercise thereof) purchased by such Abingworth Fund in the
Private Placement in accordance with their respective ownership interests in
such Abingworth Fund.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
----------------------------------------------------------------------
As described in Items 3 and 4 above, the Abingworth Funds purchased
the Ordinary Shares and Warrants pursuant to the Securities Purchase Agreement.
In connection with the transactions contemplated by the Securities Purchase
Agreement, the Abingworth Funds entered into a Management Rights Agreement with
the Issuer and certain of the Other Purchasers.
Item 7. Material to be Filed as Exhibits
--------------------------------
The following exhibits are incorporated into this Schedule 13D:
Exhibit 1 Securities Purchase Agreement, dated as of October 12,
2009, by and among the Issuer, the Abingworth Funds and
the Other Purchasers (incorporated by reference to
Exhibit 4.94 to the Issuer's Annual Report on Form 20-F
for the fiscal year ended December 31, 2008, as filed
with the SEC on October 22, 2009).
Exhibit 2 The Form of Warrant, dated as of October 16, 2009,
issued by the Issuer to each purchaser party to the
Securities Purchase Agreement (incorporated by reference
to Exhibit 4.96 to the Issuer's Annual Report on Form
20-F for the fiscal year ended December 31, 2008, as
filed with the SEC on October 22, 2009).
Exhibit 3 Management Rights Agreement, dated as of October 16,
2009, by and among the Issuer, the Abingworth Funds and
certain of the Other Purchasers.
Exhibit 4 Joint Filing Agreement, dated October 23, 2009, signed
by each of the Reporting Persons in order to confirm
that this statement is being filed on behalf of each of
the Reporting Persons.
Signature
---------
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: October 26, 2009
ABINGWORTH BIOVENTURES V L.P.
By: Abingworth LLP, its Manager
By: /s/ Timothy J. Haines
---------------------------------------
Name: Timothy J. Haines
Title: Partner
ABINGWORTH BIOVENTURES V CO-INVEST GROWTH
EQUITY FUND LP
By: Abingworth LLP, its Manager
By: /s/ Timothy J. Haines
---------------------------------------
Name: Timothy J. Haines
Title: Partner
ABINGWORTH BIOEQUITIES MASTER FUND LIMITED
By: /s/ John G. Heard
---------------------------------------
Name: John G. Heard
Title: Authorized Signatory
ABINGWORTH LLP
By: /s/ Timothy J. Haines
---------------------------------------
Name: Timothy J. Haines
Title: Partner
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).