0001193125-16-455065.txt : 20160209 0001193125-16-455065.hdr.sgml : 20160209 20160209134304 ACCESSION NUMBER: 0001193125-16-455065 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160209 DATE AS OF CHANGE: 20160209 GROUP MEMBERS: CHRISTOPHER WILSON GROUP MEMBERS: JOHN MOTULSKY GROUP MEMBERS: JONATHAN SACKS GROUP MEMBERS: MICHAEL STERN GROUP MEMBERS: MICHAEL THOYER GROUP MEMBERS: PETER SISITSKY GROUP MEMBERS: STONEHILL MASTER FUND LTD. GROUP MEMBERS: THOMAS VARKEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUXFER HOLDINGS PLC CENTRAL INDEX KEY: 0001096056 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87015 FILM NUMBER: 161398587 BUSINESS ADDRESS: STREET 1: ANCHORAGE GATEWAY STREET 2: 5 ANCHORAGE QUAY CITY: SALFORD STATE: X0 ZIP: M50 3XE BUSINESS PHONE: 44161300-0600 MAIL ADDRESS: STREET 1: ANCHORAGE GATEWAY STREET 2: 5 ANCHORAGE QUAY CITY: SALFORD STATE: X0 ZIP: M50 3XE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STONEHILL CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001266227 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVE STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 739 7474 MAIL ADDRESS: STREET 1: 885 THIRD AVE STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STONEHIL CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20031006 SC 13G/A 1 d131882dsc13ga.htm AMENDMENT NO. 3 TO SCHEDULE 13G Amendment No. 3 to Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No. 3)*

Under the Securities Exchange Act of 1934

 

 

Luxfer Holdings PLC

(Name of Issuer)

Ordinary Shares represented by American Depositary Shares

(Title of Class of Securities)

550678106**

(CUSIP Number)

December 31, 2015

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)

 

  ¨ Rule 13d-1(c)

 

  x Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.
** This CUSIP number applies to the American Depositary Shares.

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).

 

 

 

  Page 2 of 14 Pages

 

  1   

Names of Reporting Persons

 

Stonehill Capital Management LLC

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Delaware, USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,475,685

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,475,685

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,475,685

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

9.2% (1)

12  

Type of Reporting Person (See Instructions)

 

IA

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 3 of 14 Pages

 

  1   

Names of Reporting Persons

 

Stonehill Master Fund Ltd.

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Cayman Islands

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,407,629

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,407,629

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,407,629

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

5.2% (1)

12  

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 4 of 14 Pages

 

  1   

Names of Reporting Persons

 

John Motulsky

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,475,685

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,475,685

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,475,685

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

9.2% (1)

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 5 of 14 Pages

 

  1   

Names of Reporting Persons

 

Christopher Wilson

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,475,685

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,475,685

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,475,685

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

9.2% (1)

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 6 of 14 Pages

 

  1   

Names of Reporting Persons

 

Thomas Varkey

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,475,685

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,475,685

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,475,685

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

9.2% (1)

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 7 of 14 Pages

 

  1   

Names of Reporting Persons

 

Jonathan Sacks

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,475,685

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,475,685

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,475,685

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

9.2% (1)

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 8 of 14 Pages

 

  1   

Names of Reporting Persons

 

Peter Sisitsky

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,475,685

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,475,685

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,475,685

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

9.2% (1)

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 9 of 14 Pages

 

  1   

Names of Reporting Persons

 

Michael Thoyer

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

c.  ¨        d.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,475,685

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,475,685

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,475,685

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

9.2% (1)

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 10 of 14 Pages

 

  1   

Names of Reporting Persons

 

Michael Stern

  2  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ¨        b.  ¨

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

USA

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

    5    

Sole Voting Power

 

0

   6   

Shared Voting Power

 

2,475,685

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

2,475,685

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,475,685

10  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11  

Percent of Class Represented By Amount in Row (9)

 

9.2% (1)

12  

Type of Reporting Person (See Instructions)

 

IN, HC

 

(1) Based on approximately 26,931,038 ordinary shares outstanding as of September 30, 2015, as reported in Report of Foreign Issuer on Form 6-K filed by the Issuer on November 16, 2015.

  Page 11 of 14 Pages

 

ITEM 1(a). NAME OF ISSUER:

Luxfer Holdings PLC

 

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

Anchorage Gateway, 5 Anchorage Quay, Salford M50 3XE England

 

ITEM 2(a). NAME OF PERSON FILING:

This amended filing of Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”):

 

  (i) Stonehill Capital Management LLC (“Management”)
  (ii) Stonehill Master Fund Ltd. (“Master”)
  (iii) John Motulsky (“Motulsky”)
  (iv) Christopher Wilson (“Wilson”)
  (v) Thomas Varkey (“Varkey”)
  (vi) Jonathan Sacks (“Sacks”)
  (vii) Peter Sisitsky (“Sisitsky”)
  (viii) Michael Thoyer (“Thoyer”)
  (ix) Michael Stern (“Stern”)

 

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

c/o Stonehill Capital Management LLC

885 Third Avenue

30th Floor

New York, NY 10022

 

ITEM 2(c). CITIZENSHIP:

 

Management:   Delaware limited liability company
Master:   Cayman Islands exempted company
Motulsky:   US Citizen
Wilson:   US Citizen
Varkey:   US Citizen
Sacks:   US Citizen
Sisitsky:   US Citizen
Thoyer:   US Citizen
Stern:   US Citizen

 

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

Ordinary shares of £0.50 per share (held through American Depositary Shares (CUSIP 550678106), each representing one ordinary share).

 

ITEM 2(e). CUSIP NUMBER:

550678106

 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C) CHECK WHETHER THE PERSON FILING IS A:

Not applicable.

  Page 12 of 14 Pages

 

ITEM 4. OWNERSHIP:

The information in items 1 and 5 through 11 on the cover pages (pp. 2 -10) on this Schedule 13G is hereby incorporated by reference.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities check the following.   ¨

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not applicable.

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not applicable.

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP:

Not applicable.

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

Not applicable.

 

ITEM 10. CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 13 of 14 Pages

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: February 9, 2016

 

STONEHILL CAPITAL MANAGEMENT LLC*
By:  

/s/ Paul D. Malek

  Paul D. Malek
  An Authorized Signatory of a Member

 

STONEHILL MASTER FUND LTD. *    
By:  

/s/ Paul D. Malek

    

 

  Paul D. Malek    
  An Authorized Signatory of a Member of Stonehill Capital Management LLC, its investment adviser  

 

JOHN MOTULSKY*

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for John Motulsky

 

CHRISTOPHER WILSON*

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Christopher Wilson

 

THOMAS VARKEY*

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Thomas Varkey

 

JONATHAN SACKS*

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Jonathan Sacks

 

PETER SISITSKY*

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Peter Sisitsky

 

MICHAEL THOYER*

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Michael Thoyer

 

MICHAEL STERN*

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Michael Stern

 

* The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes

Page 14 of 14 Pages

EXHIBIT 1

AGREEMENT OF JOINT FILING

Stonehill Capital Management LLC, Stonehill Master Fund Ltd., John Motulsky, Christopher Wilson, Thomas Varkey, Peter Sisitsky, Michael Thoyer, Jonathan Sacks and Michael Stern hereby agree that the Statement on Schedule 13G to which this agreement is attached as an exhibit as well as all future amendments to such Statement, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended.

Dated: February 9, 2016

 

STONEHILL CAPITAL MANAGEMENT LLC
By:  

/s/ Paul D. Malek

  Paul D. Malek
  An Authorized Signatory of a Member

 

STONEHILL MASTER FUND LTD.  
By:  

/s/ Paul D. Malek

  
  Paul D. Malek  
  Attorney-in-Fact for Christopher Wilson  
  An Authorized Signatory of a Member of Stonehill Capital Management LLC, its investment adviser

 

JOHN MOTULSKY

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for John Motulsky

 

CHRISTOPHER WILSON

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Christopher Wilson

 

THOMAS VARKEY

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Thomas Varkey

 

JONATHAN SACKS

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Jonathan Sacks

 

PETER SISITSKY

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Peter Sisitsky

 

MICHAEL THOYER

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Michael Thoyer

 

MICHAEL STERN

/s/ Paul D. Malek

Paul D. Malek
Attorney-in-Fact for Michael Stern