1
|
NAMES OF REPORTING PERSONS
|
|
|
||
MIH Internet SEA Private Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Singapore
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
43,768,762 ordinary shares*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
43,768,762 ordinary shares*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
43,768,762 ordinary shares* |
|
|
|||
|
|
||||
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)
|
|
|
||
42.52%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
See Items 3, 5 and 6 on the Schedule 13D (as defined below). The Reporting Person beneficially owns 42,638,206 Class B convertible ordinary shares, par value $0.0005 per share (the “Class B Shares”), and 1,130,556 ordinary shares, par
value $0.0005 per share (“Ordinary Shares”), of the Issuer. The Class B Shares are convertible into Ordinary Shares on a one-for-one basis (subject to adjustment in the event of stock splits, dividends or other combinations that could
dilute outstanding securities of the Issuer), at any time at the election of the Reporting Person, and automatically upon the occurrence of certain events, as discussed in Item 6 of the Schedule 13D (as defined below).
|
**
|
The above calculation assumes conversion of all of the Class B Shares beneficially owned by the Reporting Person and is based upon the sum of (i) 60,303,845 issued and outstanding Ordinary Shares and (ii) 42,638,206 Ordinary Shares
issuable upon conversion of 42,638,206 issued and outstanding Class B Shares on a one-for-one basis, in each case of (i) and (ii) as of March 31, 2019, as per Section 3.02 of the Share Purchase Agreement (as defined below).
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Naspers Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
|
|
☐
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Republic of South Africa
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
43,768,762 ordinary shares*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
43,768,762 ordinary shares*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
43,768,762 ordinary shares*
|
|
|
|||
|
|
||||
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)
|
|
|
||
42.52%**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
*
|
See Items 3, 5 and 6 on the Schedule 13D (as defined below). The Reporting Person beneficially owns 42,638,206 Class B convertible ordinary shares, par value $0.0005 per share (the “Class B Shares”), and 1,130,556 ordinary shares, par
value $0.0005 per share (“Ordinary Shares”), of the Issuer. The Class B Shares are convertible into Ordinary Shares on a one-for-one basis (subject to adjustment in the event of stock splits, dividends or other combinations that could
dilute outstanding securities of the Issuer), at any time at the election of the Reporting Person, and automatically upon the occurrence of certain events, as discussed in Item 6 of the Schedule 13D (as defined below).
|
**
|
The above calculation assumes conversion of all of the Class B Shares beneficially owned by the Reporting Person and is based upon the sum of (i) 60,303,845 issued and outstanding Ordinary Shares and (ii) 42,638,206 Ordinary Shares
issuable upon conversion of 42,638,206 issued and outstanding Class B Shares on a one-for-one basis, in each case of (i) and (ii) as of March 31, 2019, as per Section 3.02 of the Share Purchase Agreement (as defined below).
|
(a) |
As of the date of the filing of this Amendment, the Reporting Persons no longer beneficially own any Ordinary Shares or Class B Shares of the Issuer.
|
(b) |
Not applicable.
|
(c) |
Except as disclosed in this Amendment, during the 60-day period preceding the date of filing of this Amendment, there have been no transactions effected by the Reporting Persons with respect to any Ordinary Shares or Class B
Shares.
|
(d) |
Not applicable.
|
(e) |
On August 30, 2019, as a result of the Transaction, the Reporting Persons ceased to be the owner of any Ordinary Shares or Class B Shares of the Issuer.
|
MIH Internet SEA Private Limited
|
|||
|
By:
|
/s/ Roger Clark Rabalais
|
|
Name: Roger Clark Rabalais
|
|||
Title: Director
|
|||
Naspers Limited
|
|||
|
By:
|
/s/ Pat Kolek
|
|
Name: Pat Kolek
|
|||
Title: Group Chief Operating Officer
|
|||