UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Far East Energy Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
307325100
(CUSIP Number)
Michael Perman
Ashmore Investment Management Limited
61 Aldwych
London WC2B 4AE, United Kingdom
Telephone: +44 20 3077 6190
With a copy to:
Paul Strecker
Shearman & Sterling
12th Floor, Gloucester Tower
15 Queens Road Central
Hong Kong
Telephone: +852 2978 8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 15, 2013
(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 § 240.13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13D
CUSIP No. 307325100 | Page 2 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Group plc | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
56,086,439 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
56,086,439 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,086,439 | |||||
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)
16.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 3 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Investment Management Limited | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
56,086,439 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
56,086,439 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,086,439 | |||||
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)
16.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 4 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Investments (UK) Limited | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
56,086,439 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
56,086,439 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,086,439 | |||||
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)
16.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 5 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
9,347,740 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
9,347,740 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,347,740 | |||||
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)
2.7% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 6 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Emerging Markets Debt Fund | |||||
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)
OO | |||||
5 | CHECK BOX 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
4,393,438 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
4,393,438 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,393,438 | |||||
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)
1.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 7 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Emerging Markets Debt and Currency Fund Limited | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
3,552,141 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,552,141 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,552,141 | |||||
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)
1.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 8 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,308,684 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,308,684 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,308,684 | |||||
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)
0.4% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 9 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
280,432 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
280,432 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,432 | |||||
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)
0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 10 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund II | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
93,477 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
93,477 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,477 | |||||
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)
0.0% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 11 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stichting Pensioenfonds Van de Metalektro | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
841,297 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
841,297 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,297 | |||||
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)
0.2% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 12 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore SICAV Emerging Markets Debt Fund | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
1,028,251 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,028,251 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,028,251 | |||||
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)
0.3% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 13 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Global High Yield, a sub-fund of Mediolanum Best Brands | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,056,503 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,056,503 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,503 | |||||
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)
0.6% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 14 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Growing Multi Strategy Fund Limited | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
373,910 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
373,910 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,910 | |||||
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)
0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 15 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Emerging Markets Corporate High Yield Fund Limited | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
11,123,810 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
11,123,810 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,123,810 | |||||
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)
3.2% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 16 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Corporate Debt Fund | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
5,889,076 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
5,889,076 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,889,076 | |||||
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)
1.7% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 17 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
186,955 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
186,955 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,955 | |||||
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)
0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 18 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Asian Corporate Debt Fund | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
280,432 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
280,432 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,432 | |||||
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)
0.1% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 19 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Emerging Markets Tri Asset Fund Limited | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
7,104,282 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
7,104,282 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,104,282 | |||||
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% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 20 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Emerging Markets High Yield Plus Fund Limited | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
2,617,367 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,617,367 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,617,367 | |||||
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)
0.8% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
SCHEDULE 13D
CUSIP No. 307325100 | Page 21 of 74 Pages |
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashmore Global Special Situations Fund 5 Limited Partnership | |||||
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)
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 | ||||
8 | SHARED VOTING POWER
5,608,644 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
5,608,644 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,608,644 | |||||
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)
1.6% | |||||
14 | TYPE OF REPORTING PERSON (See Instructions)
PN |
SCHEDULE 13D
Item 1. | Security and Issuer. |
This Statement on Schedule 13D (this Schedule 13D) relates to the shares of common stock, par value $0.001 per share (the Common Shares) of Far East Energy Corporation, a company organized under the laws of the State of Nevada (the Issuer). The principal executive offices of the Issuer are located at 363 N. Sam Houston Parkway East, Suite 380, Houston, Texas 77060.
Item 2. | Identity and Background. |
This Schedule 13D is being filed by each of the persons set forth in Schedule A hereto (collectively, the Reporting Persons). Each Reporting Persons jurisdiction of organization, principal business and principal business address are set forth in Schedule A and are incorporated herein by reference.
The name, business address, present principal occupation or employment and citizenship of each of the directors, executive officers and partners (as applicable) of the Reporting Persons are set forth in Schedule B hereto and are incorporated herein by reference.
During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule B hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
The Reporting Persons have entered into a Joint Filing Agreement on January 25, 2013 (the Joint Filing Agreement), pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Exchange Act). A copy of the Joint Filing Agreement is attached hereto as Exhibit A.
Item 3. | Source and Amount of Funds or Other Consideration. |
On January 14, 2013, certain of the Reporting Persons named therein (the Purchasers), the Issuer and Far East Energy (Bermuda), Ltd., a wholly-owned subsidiary of the Issuer (FEEB), entered into a Securities Purchase Agreement (the Securities Purchase Agreement), a copy of which is attached hereto as Exhibit B. The description of the Securities Purchase Agreement contained herein is qualified in its entirety by reference to Exhibit B, which is incorporated herein by reference.
Subscription of Senior Secured Notes and Warrants
Pursuant to the Securities Purchase Agreement, the Purchasers agreed to subscribe for and purchase from FEEB, and FEEB and the Issuer agreed to issue and sell to the Purchasers,
Senior Secured Notes due 2016 of FEEB in the aggregate principal amount of $60,000,000 (the Notes) and 56,086,439 warrants (the Warrants) of the Issuer to purchase the number of Common Shares representing 15% of the Common Shares on a fully-diluted basis as of immediately after the issuance of the Notes and the Warrants (the Closing).
On January 15, 2013 (the Closing Date), the Purchasers subscribed for and purchased Notes and Warrants in the amounts set forth in Schedule C, which are incorporated herein by reference. The funds for the subscription price for the Notes and Warrants were obtained by the Purchasers from their general investment funds.
On the Closing Date, FEEB and certain other parties named therein entered into an Indenture, a copy of which is attached hereto as Exhibit C, in respect of the issuance of the Note. The terms and provisions of the Indenture are incorporated herein by reference.
On the Closing Date, the Issuer and Continental Stock Transfer & Trust Company, a warrant agent, entered into a Warrant Agreement (the Warrant Agreement), a copy of which is attached hereto as Exhibit D. The description of the Warrant Agreement contained herein is qualified in its entirety by reference to Exhibit D, which is incorporated herein by reference.
The Warrants are immediately exercisable and expire on December 31, 2017. Each Warrant will, subject to adjustment in accordance with its terms, be exercisable to purchase one Common Share at a price equal to $0.085. The Purchasers expect to obtain the funds for the purchase price payable upon the exercise of the Warrants from their general investment funds.
A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the Issuer, including, without limitation, the right to receive dividends or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Issuer.
Item 4. | Purpose of Transaction. |
The information set forth in Item 3 is hereby incorporated by reference in this Item 4.
Registration Rights Agreement
On the Closing Date, the Issuer and the Purchasers entered into a Registration Rights Agreement (the Registration Rights Agreement), a copy of which is attached as Exhibit E hereto, pursuant to which the Issuer has agreed to provide the Purchasers with certain registration rights in respect of the Warrants held by the Purchasers.
The Issuer has agreed to file, within 210 days following the Closing Date, a registration statement with the Securities and Exchange Commission (the SEC) in respect of the Common Shares issuable upon exercise of the Warrants.
If, at any time, the Issuer files a registration statement with the SEC, the Purchasers will be entitled, subject to certain exceptions, to exercise piggyback registration rights requiring the Issuer to include in any such registration that number of Common Shares held by the Purchasers as the Purchasers may request, subject to certain prescribed limitations provided
in the Registration Rights Agreement. The Issuer may, on a limited number of occasions, and in certain prescribed circumstances, delay the filing or effectiveness of any registration statement required to be filed pursuant to the Registration Rights Agreement.
The description of the Registration Rights Agreement contained herein is qualified in its entirety by reference to Exhibit E, which is incorporated herein by reference.
Although the Reporting Persons have no present intention to acquire securities of the Issuer other than the purchase of Common Shares issuable upon exercise of the Warrants pursuant to the terms of the Warrant Agreement, they intend to review their investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuers business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
Except as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in:
a. | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
b. | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
c. | A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; |
d. | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
e. | Any material change in the present capitalization or dividend policy of the Issuer; |
f. | Any other material change in the Issuers business or corporate structure; |
g. | Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
h. | Causing a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
i. | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or |
j. | Any action similar to any of those enumerated above. |
Item 5. | Interest in Securities of the Issuer. |
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D and the information set forth in Items 3 and 4 are hereby incorporated by reference in this Item 5.
Pursuant to the Securities Purchase Agreement, on the Closing Date, the Purchasers acquired the Warrants, which are exercisable to purchase 56,086,439 Common Shares, subject to adjustment. Each of the Reporting Persons is deemed to beneficially own the number of Common Shares set forth in Row (11) of the cover page in relation to such Reporting Person, representing the percentage of Common Shares set forth in Row (13) of such cover page. The Reporting Persons, in the aggregate, are deemed to beneficially own 56,086,439 Common Shares which, assuming the exercise of all the Warrants on the Closing Date, would represent 16.3% of the outstanding Common Shares.
The percentages of the Common Shares identified pursuant to Item 1 beneficially owned by each of the Reporting Persons are based on 344,785,689 Common Shares outstanding as of January 14, 2013 as provided by the Issuer.
Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule B hereto, (a) beneficially owns any Common Shares or has the right to acquire any Common Shares; (b) presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares which they may be deemed to beneficially own; and (c) has effected any transaction in the Common Shares in the 60 days preceding the date of this Schedule 13D.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.
Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person or, to the best of their
knowledge, any of the persons named in Schedule B hereto, or between any Reporting Person and any other person or, to the best of their knowledge, any person named in Schedule B hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. | Materials to be Filed as Exhibits. |
Exhibit No. |
Description | |
A |
Joint Filing Agreement, dated January 25, 2013, by and among Ashmore Group plc; Ashmore Investment Management Limited; Ashmore Investments (UK) Limited; Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio; Ashmore Emerging Markets Debt Fund; Ashmore Emerging Markets Debt and Currency Fund Limited; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund II; Stichting Pensioenfonds Van de Metalektro; Ashmore SICAV Emerging Markets Debt Fund; Global High Yield, a sub-fund of Mediolanum Best Brands; Ashmore Growing Multi-Strategy Fund Limited; Ashmore Emerging Markets Corporate High Yield Fund Limited; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Corporate Debt Fund; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Asian Corporate Debt Fund; Ashmore Emerging Markets Tri Asset Fund Limited; Ashmore Emerging Markets High Yield Plus Fund Limited; and Ashmore Global Special Situations Fund 5 Limited Partnership | |
B* |
Securities Purchase Agreement, dated January 14, 2013, by and among Far East Energy Corporation; Far East Energy (Bermuda), Ltd.; Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio; Ashmore Emerging Markets Debt Fund; Ashmore Emerging Markets Debt and Currency Fund Limited; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV |
Emerging Markets Total Return Fund II; Stichting Pensioenfonds Van de Metalektro; Ashmore SICAV Emerging Markets Debt Fund; Global High Yield, a sub-fund of Mediolanum Best Brands; Ashmore Growing Multi-Strategy Fund Limited; Ashmore Emerging Markets Corporate High Yield Fund Limited; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Corporate Debt Fund; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Asian Corporate Debt Fund; Ashmore Emerging Markets Tri Asset Fund Limited; Ashmore Emerging Markets High Yield Plus Fund Limited; and Ashmore Global Special Situations Fund 5 Limited Partnership | ||
C* |
Indenture, dated January 15, 2013, by and among Far East Energy (Bermuda), Ltd., Far East Energy Corporation and Wells Fargo Bank, National Association, as Trustee and Collateral Agent | |
D* |
Warrant Agreement, dated January 15, 2013, by and between Far East Energy Corporation and Continental Stock Transfer & Trust Company | |
E* |
Registration Rights Agreement, dated January 15, 2013, by and among Far East Energy Corporation; Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio; Ashmore Emerging Markets Debt Fund; Ashmore Emerging Markets Debt and Currency Fund Limited; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund II; Stichting Pensioenfonds Van de Metalektro; Ashmore SICAV Emerging Markets Debt Fund; Global High Yield, a sub-fund of Mediolanum Best Brands; Ashmore Growing Multi-Strategy Fund Limited; Ashmore Emerging Markets Corporate High Yield Fund Limited; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Corporate Debt Fund; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Asian Corporate Debt Fund; Ashmore |
Emerging Markets Tri Asset Fund Limited; Ashmore Emerging Markets High Yield Plus Fund Limited; and Ashmore Global Special Situations Fund 5 Limited Partnership |
* | Filed as an Exhibit to the Form 8-K filed by the Issuer on January 18, 2013 |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ashmore Investment Management Limited its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and all capacities any and all amendments to this statement on Schedule 13D and to file these amendments and all exhibits to them with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do all other acts and execute all other documents that they, or any of them, deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person.
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:
January 25, 2013
ASHMORE GROUP PLC | ||||
By: | /s/ Michael Perman | |||
Name: | Michael Perman | |||
Title: | Company Secretary | |||
ASHMORE INVESTMENT MANAGEMENT LIMITED | ||||
By: | /s/ Michael Perman | |||
Name: | Michael Perman | |||
Title: | Company Secretary | |||
ASHMORE INVESTMENTS (UK) LIMITED | ||||
By: | /s/ Michael Perman | |||
Name: | Michael Perman | |||
Title: | Company Secretary |
NORTHERN TRUST (GUERNSEY) LIMITED AS CUSTODIAN AND AGENT FOR ASSET HOLDER PCC LIMITED IN RESPECT OF ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person | |||
NORTHERN TRUST COMPANY, LONDON BRANCH AS CUSTODIAN AND AGENT FOR ASHMORE EMERGING MARKETS DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST (GUERNSEY) LIMITED AS CUSTODIAN AND AGENT FOR ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person | |||
NORTHERN TRUST COMPANY, LONDON BRANCH AS CUSTODIAN AND AGENT FOR ASHMORE FUNDS, A MASSACHUSETTS BUSINESS TRUST, ON BEHALF OF ASHMORE EMERGING MARKETS TOTAL RETURN FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH AS CUSTODIAN AND AGENT FOR ASHMORE SICAV IN RESPECT OF ASHMORE SICAV EMERGING MARKETS TOTAL RETURN FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person | |||
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH AS CUSTODIAN AND AGENT FOR ASHMORE SICAV IN RESPECT OF ASHMORE SICAV EMERGING MARKETS TOTAL RETURN FUND II | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person | |||
NORTHERN TRUST COMPANY, LONDON BRANCH AS CUSTODIAN AND AGENT FOR STICHTING PENSIOENFONDS VAN DE METALEKTRO | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH AS CUSTODIAN AND AGENT FOR ASHMORE SICAV EMERGING MARKETS DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person | |||
ASHMORE INVESTMENT MANAGEMENT LIMITED AS PORTFOLIO MANAGER FOR GLOBAL HIGH YIELD, A SUB-FUND OF MEDIOLANUM BEST BRANDS | ||||
By: | /s/ Alexandra Autrey | |||
Name: | Alexandra Autrey | |||
Title: | Authorized Person | |||
NORTHERN TRUST (GUERNSEY) LIMITED AS CUSTODIAN AND AGENT FOR ASHMORE GROWING MULTI-STRATEGY FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person |
NORTHERN TRUST (GUERNSEY) LIMITED AS CUSTODIAN AND AGENT FOR ASHMORE EMERGING MARKETS CORPORATE HIGH YIELD FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person | |||
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH AS CUSTODIAN AND AGENT FOR ASHMORE SICAV IN RESPECT OF ASHMORE SICAV EMERGING MARKETS CORPORATE DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST COMPANY, LONDON BRANCH AS CUSTODIAN AND AGENT FOR ASHMORE FUNDS, A MASSACHUSETTS BUSINESS TRUST, ON BEHALF OF ASHMORE EMERGING MARKETS CORPORATE DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person | |||
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH AS CUSTODIAN AND AGENT FOR ASHMORE SICAV IN RESPECT OF ASHMORE SICAV EMERGING MARKETS ASIAN CORPORATE DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST (GUERNSEY) LIMITED AS CUSTODIAN AND AGENT FOR ASHMORE EMERGING MARKETS TRI ASSET FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person | |||
NORTHERN TRUST (GUERNSEY) LIMITED AS CUSTODIAN AND AGENT FOR ASHMORE EMERGING MARKETS HIGH YIELD PLUS FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person |
NORTHERN TRUST (GUERNSEY) LIMITED AS CUSTODIAN AND AGENT FOR ASHMORE GLOBAL SPECIAL SITUATIONS FUND 5 LIMITED PARTNERSHIP | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person |
SCHEDULE A
Reporting Persons
Reporting Person |
Jurisdiction of |
Principal Business |
Principal Business Address | |||
Ashmore Group plc (Ashmore Group) | England and Wales | Ashmore Group is a holding company and some of its subsidiaries provide management, investment management and advisory services to open and closed-ended investment funds, segregated accounts and other investment vehicles. Other than its directors, executive officers and shareholders, there are no persons controlling or ultimately in control of Ashmore Group. | 61 Aldwych, London WC2B 4AE, United Kingdom | |||
Ashmore Investment Management Limited (AIML) | England and Wales | AIML is authorized and regulated by the UK Financial Services Authority pursuant to the Financial Services and Markets Act 2000. AIML is a professional investment manager and provides investment management services with respect to the Purchasers. | 61 Aldwych, London WC2B 4AE, United Kingdom | |||
Ashmore Investments (UK) Limited (AI(UK)L) |
England and Wales | AI(UK)L is the parent company of AIML. AI(UK)L is an intermediate holding company and a wholly-owned subsidiary of Ashmore Group. | 61 Aldwych, London WC2B 4AE, United Kingdom | |||
Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio (EMLIP) | Guernsey | EMLIP is a protected cell (segregated class of shares) of Asset Holder PCC Limited (a protected cell company) and has been authorized by the Guernsey Financial Services Commission (GFSC) as a Class B Collective Investment Scheme. | Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL |
Reporting Person |
Jurisdiction of |
Principal Business |
Principal Business Address | |||
Ashmore Emerging Markets Debt Fund (AEMDF) | Cayman Islands | AEMDF is a limited liability company set up for investments in emerging market countries. | c/o International Management Services Ltd, Harbour Centre, 4th Floor, North Church Street, P.O. Box 61GT, George Town, Grand Cayman, Cayman Islands | |||
Ashmore Emerging Markets Debt and Currency Fund Limited (AEMDCF) | Guernsey | AEMDCF is an open-ended investment company with limited liability and has been authorized by the GFSC as a Class B Collective Investment Scheme. | Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL | |||
Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund (USTRF) | Massachusetts | USTRF is a sub fund of Ashmore Funds, a business trust which is a US registered investment company. | c/o Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE | |||
Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund (SICTRF) | Luxembourg | SICTRF is a sub fund of Ashmore SICAV, an investment company organized under Luxembourg law as a société anonyme qualifying as a société dinvestissement à capital variable and UCITS III compliant. | 2 Rue Albert Borschette, L-1246 Luxembourg |
Reporting Person |
Jurisdiction of |
Principal Business |
Principal Business Address | |||
Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund II (SICTRF2) | Luxembourg | SICTRF2 is a sub fund of Ashmore SICAV, an investment company organized under Luxembourg law as a société anonyme qualifying as a société dinvestissement à capital variable and UCITS III compliant. | 2 Rue Albert Borschette, L-1246 Luxembourg | |||
Stichting Pensioenfonds Van de Metalektro (PME) | Netherlands | PME is a Dutch pension fund. | Folkstoneweg 38, 118LM Schiphol Zuidoost, Amsterdam, The Netherlands | |||
Ashmore SICAV Emerging Markets Debt Fund (SICAV1) | Luxembourg | SICAV1 is a sub fund of Ashmore SICAV, an investment company organized under Luxembourg law as a société anonyme qualifying as a société dinvestissement à capital variable and UCITS III compliant. | 2 Rue Albert Borschette, L-1246 Luxembourg | |||
Global High Yield, a sub-fund of Mediolanum Best Brands (TOPMAN) | Ireland | TOPMAN is a sub-fund of the Mediolanum Best Brands, an Irish UCITS III fund. | Iona Building, Block B, 4th Floor, Shelbourne Road, Dublin 4, Ireland | |||
Ashmore Growing Multi-Strategy Fund Limited (AGMSF) | Guernsey | AGMSF is an open-ended investment company with limited liability authorized by the GFSC as a Class B Collective Investment Scheme. | Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL |
Reporting Person |
Jurisdiction of |
Principal Business |
Principal Business Address | |||
Ashmore Emerging Markets Corporate High Yield Fund Limited (AEMCHY) | Guernsey | AEMCHY is an open-ended investment company with limited liability authorized by the GFSC as a Class B Collective Investment Scheme. | Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL | |||
Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Corporate Debt Fund (SICCDF) | Luxembourg | SICCDF is a sub fund of Ashmore SICAV, an investment company organized under Luxembourg law as a société anonyme qualifying as a société dinvestissement à capital variable and UCITS III compliant. | 2 Rue Albert Borschette, L-1246 Luxembourg | |||
Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund (USCDF) | Massachusetts | USCDF is a sub fund of Ashmore Funds, a business trust which is a US registered investment company. | c/o Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE | |||
Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Asian Corporate Debt Fund (SICACDF) | Luxembourg | SICACDF is a sub fund of Ashmore SICAV, an investment company organized under Luxembourg law as a société anonyme qualifying as a société dinvestissement à capital variable and UCITS III compliant. | 2 Rue Albert Borschette, L-1246 Luxembourg | |||
Ashmore Emerging Markets Tri Asset Fund Limited (AEMTAF) | Guernsey | AEMTAF is an open-ended investment company with limited liability authorized by the GFSC as a Class B Collective Investment Scheme. | Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL |
Reporting Person |
Jurisdiction of |
Principal Business |
Principal Business Address | |||
Ashmore Emerging Markets High Yield Plus Fund Limited (AEMHYP) | Guernsey | AEMHYP is an open-ended investment company with limited liability authorized by the GFSC as a Class B Collective Investment Scheme. | Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL | |||
Ashmore Global Special Situations Fund 5 Limited Partnership (GSSF5) | Guernsey | GSSF5 is part of a series of dedicated global special situations funds set up for investments in special situations in emerging market countries and to extract value from specific corporate restructurings. | Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL |
SCHEDULE B
Directors and Executive Officers of the Reporting Persons
Ashmore Group
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Benson | Investment Manager | c/o 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Melda Donnelly | Chartered Accountant | c/o 61 Aldwych, London, WC2B 4AE, United Kingdom | Australian | |||
Nick Land | Chartered Accountant | c/o 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Simon Fraser | Investment Manager | c/o 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Executive Officers | ||||||
Mark Coombs | Chief Executive Officer of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Graeme Dell | Finance Director of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British |
AIML
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Mark Coombs | Chief Executive Officer of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Graeme Dell | Finance Director of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Executive Officers | ||||||
Mark Coombs | Chief Executive Officer of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Graeme Dell | Finance Director of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British |
AI(UK)L
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Mark Coombs | Chief Executive Officer of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Graeme Dell | Finance Director of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Executive Officers | ||||||
Mark Coombs | Chief Executive Officer of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Graeme Dell | Finance Director of Ashmore Group | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British |
EMLIP
Note: EMLIP is a cell of a unit trust and therefore has no directors or executive officers. The details set forth below are in respect of Asset Holder PCC Limited.
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | British | |||
Victor Holmes | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey | |||
Nigel Carey | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey |
Note: This company does not have executive officers.
AEMDF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Sarah Kelly | Independent Director | P.O. Box 61, Grand Cayman KY1-1102, Cayman Islands | British | |||
Martin Lang | Independent Director | PO Box 12107, Grand Cayman, KY1-1010, Cayman Islands | British | |||
Michael Moody | Executive of Ashmore Investment Management Limited | c/o Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British |
Note: This company does not have executive officers.
AEMDCF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | British | |||
Victor Holmes | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey | |||
Nigel Carey | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey |
Note: This company does not have executive officers.
USTRF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Trustees | ||||||
Yeelong Balladon | Freshfields Bruckhaus Deringer from 1982 to 2009 (Partner from 1999) | 7224 Aynsley Lane, McLean, VA 22102 | American | |||
George Gorman | George J. Gorman LLC (consulting firm) | 17 Sunset Path, Sudbury, MA 01776 | American | |||
Michael Chamberlin | Executive Director, Emerging Markets Trading Association | Emerging Markets Trading Association, 360 Madison Ave., 17th Floor, New York, N.Y. 10017 | American | |||
George Grunebaum (Interested Trustee; President and Chief Executive Officer) | Chief Executive Officer | Ashmore Investment Management (US) Corporation, 122 East 42nd Street, 50th Floor, New York, NY 10168 | American | |||
Martin Tully (Interested Trustee) | Senior Operations Manager | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British |
Note: This company does not have directors or executive officers.
SICTRF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Executive of Ashmore Investment Management Limited | c/o Ashmore Investment Management Limited, 61 Aldwych, London WC2B 4AE, United Kingdom | British | |||
Claude Kremer | Partner, law firm Arendt & Medernach | Arendt & Medernach 14, rue Erasme L-2082 Luxembourg | Luxembourg | |||
Steve David | Managing Director, Northern Trust Luxembourg Management Company S.A | Northern Trust Luxembourg 2, Rue Albert Borschette L-1246 Luxembourg | Luxembourg |
Note: This company does not have executive officers.
SICTRF2
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Executive of Ashmore Investment Management Limited | c/o Ashmore Investment Management Limited, 61 Aldwych, London WC2B 4AE, United Kingdom | British | |||
Claude Kremer | Partner, law firm Arendt & Medernach | Arendt & Medernach 14, rue Erasme L-2082 Luxembourg | Luxembourg | |||
Steve David | Managing Director - Northern Trust Luxembourg Management Company S.A | Northern Trust Luxembourg 2, Rue Albert Borschette L-1246 Luxembourg | Luxembourg |
Note: This company does not have executive officers.
PME
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Pieter Swart | Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
Jan Berghuis | Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
Wouter Mudde | Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
Jos Brocken | Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
Hendrik Kroezen | Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
René van de Kieft | Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
Frans-Willem Briët | Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
Dries Nagtegaal | Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
Geert van Til | Owner/Director | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch | |||
Ivo Slikkerveer | Senior Pension Adviser | Folkstoneweg 38, 1118LM Schiphol (Amsterdam), the Netherlands | Dutch |
Note: This company does not have executive officers.
SICAV1
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Executive of Ashmore Investment Management Limited | c/o Ashmore Investment Management Limited, 61 Aldwych, London WC2B 4AE, United Kingdom | British | |||
Claude Kremer | Partner, law firm Arendt & Medernach | Arendt & Medernach 14, rue Erasme L-2082 Luxembourg | Luxembourg | |||
Steve David | Managing Director - Northern Trust Luxembourg Management Company S.A | Northern Trust Luxembourg 2, Rue Albert Borschette L-1246 Luxembourg | Luxembourg |
Note: This company does not have executive officers.
TOPMAN
Note: TOPMAN does not have a board of directors. The details below are in respect of its manager, Mediolanum International Funds Limited.
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Corrado Bocca | MIFL Group employee | Iona Building, Block B, 4th Floor, Shelbourne Road, Dublin 4, Ireland | Italian | |||
Vittorio Gaudio | MIFL Group employee | Iona Building, Block B, 4th Floor, Shelbourne Road, Dublin 4, Ireland | Italian | |||
Furio Pietribiasi | MIFL Group employee | Iona Building, Block B, 4th Floor, Shelbourne Road, Dublin 4, Ireland | Italian | |||
Andrew Bates | Commercial Lawyer | Iona Building, Block B, 4th Floor, Shelbourne Road, Dublin 4, Ireland | Irish | |||
Browyn Wright | Investment Professional | Iona Building, Block B, 4th Floor, Shelbourne Road, Dublin 4, Ireland | Irish | |||
Wyndham Williams | Investment Professional | Iona Building, Block B, 4th Floor, Shelbourne Road, Dublin 4, Ireland | Irish | |||
John L Mahon | Investment Professional | Iona Building, Block B, 4th Floor, Shelbourne Road, Dublin 4, Ireland | Irish |
Note: This company does not have executive officers.
AGMSF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | British | |||
Victor Holmes | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey | |||
Nigel Carey | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey |
Note: This company does not have executive officers.
AEMCHY
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | British | |||
Victor Holmes | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey | |||
Nigel Carey | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey |
Note: This company does not have executive officers.
SICCDF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Executive of Ashmore Investment Management Limited | c/o Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Claude Kremer | Partner, law firm Arendt & Medernach | Arendt & Medernach 14, rue Erasme L-2082 Luxembourg | Luxembourg | |||
Steve David | Managing Director - Northern Trust Luxembourg Management Company S.A | Northern Trust Luxembourg 2, Rue Albert Borschette L-1246 Luxembourg | Luxembourg |
Note: This company does not have executive officers.
USCDF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Trustees | ||||||
Yeelong Balladon | Freshfields Bruckhaus Deringer from 1982 to 2009 (Partner from 1999) | 7224 Aynsley Lane McLean, VA 22102 | American | |||
George Gorman | George J. Gorman LLC (consulting firm) | 17 Sunset Path, Sudbury, MA 01776 | American | |||
Michael Chamberlin | Executive Director, Emerging Markets Trading Association | Emerging Markets Trading Association, 360 Madison Ave., 17th Floor, New York, N.Y. 10017 | American | |||
George Grunebaum (Interested Trustee; President and Chief Executive Officer) | Chief Executive Officer | Ashmore Investment Management (US) Corporation 122 East 42nd Street, 50th Floor, New York, NY 10168 | American | |||
Martin Tully (Interested Trustee) | Senior Operations | Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British |
Note: This company does not have executive officers.
SICACDF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Executive of Ashmore Investment Management Limited | c/o Ashmore Investment Management Limited, 61 Aldwych, London, WC2B 4AE, United Kingdom | British | |||
Claude Kremer | Partner, law firm Arendt & Medernach | Arendt & Medernach 14, rue Erasme L-2082 Luxembourg | Luxembourg | |||
Steve David | Managing Director - Northern Trust Luxembourg Management Company S.A | Northern Trust Luxembourg 2, Rue Albert Borschette L-1246 Luxembourg | Luxembourg |
Note: This company does not have executive officers.
AEMTAF
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | British | |||
Victor Holmes | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey | |||
Nigel Carey | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey |
Note: This company does not have executive officers.
AEMHYP
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | British | |||
Victor Holmes | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey | |||
Nigel Carey | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey |
Note: This company does not have executive officers.
GSSF5
Note: GSSF5 is a limited partnership and so does not have a board of directors. The details set forth below are in respect of its general partner, Ashmore Global Special Situations Fund 5 (GP) Limited.
Name |
Present Principal Occupation |
Business Address |
Citizenship | |||
Directors | ||||||
Michael Moody | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | British | |||
Victor Holmes | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey | |||
Nigel Carey | Non-executive Director | Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands | Guernsey |
Note: We cannot disclose the identities of the limited partners as it is confidential information. This partnership does not have executive officers.
SCHEDULE C
SUBSCRIPTION OF NOTES AND WARRANTS
Reporting Person |
Notes ($ in Millions) | Warrants | ||||||
EMLIP |
10.00 | 9,347,740 | ||||||
AEMDF |
4.70 | 4,393,438 | ||||||
AEMDCF |
3.80 | 3,552,141 | ||||||
USTRF |
1.40 | 1,308,684 | ||||||
SICTRF |
0.30 | 280,432 | ||||||
SICTRF2 |
0.10 | 93,477 | ||||||
PME |
0.90 | 841,297 | ||||||
SICAV1 |
1.10 | 1,028,251 | ||||||
TOPMAN |
2.20 | 2,056,503 | ||||||
AGMSF |
0.40 | 373,910 | ||||||
AEMCHY |
11.90 | 11,123,810 | ||||||
SICCDF |
6.30 | 5,889,076 | ||||||
USCDF |
0.20 | 186,955 | ||||||
SICACDF |
0.30 | 280,432 | ||||||
AEMTAF |
7.60 | 7,104,282 | ||||||
AEMHYP |
2.80 | 2,617,367 | ||||||
GSSF5 |
6.00 | 5,608,644 | ||||||
|
|
|
|
|||||
Total |
60.00 | 56,086,439 | ||||||
|
|
|
|
EXHIBIT INDEX
Exhibit No. |
Description | |
A |
Joint Filing Agreement, dated January 25, 2013, by and among Ashmore Group plc; Ashmore Investment Management Limited; Ashmore Investments (UK) Limited; Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio; Ashmore Emerging Markets Debt Fund; Ashmore Emerging Markets Debt and Currency Fund Limited; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund II; Stichting Pensioenfonds Van de Metalektro; Ashmore SICAV Emerging Markets Debt Fund; Global High Yield, a sub-fund of Mediolanum Best Brands; Ashmore Growing Multi-Strategy Fund Limited; Ashmore Emerging Markets Corporate High Yield Fund Limited; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Corporate Debt Fund; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Asian Corporate Debt Fund; Ashmore Emerging Markets Tri Asset Fund Limited; Ashmore Emerging Markets High Yield Plus Fund Limited; and Ashmore Global Special Situations Fund 5 Limited Partnership | |
B* |
Securities Purchase Agreement, dated January 14, 2013, by and among Far East Energy Corporation; Far East Energy (Bermuda), Ltd.; Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio; Ashmore Emerging Markets Debt Fund; Ashmore Emerging Markets Debt and Currency Fund Limited; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund II; Stichting Pensioenfonds Van de Metalektro; Ashmore SICAV Emerging Markets Debt Fund; Global High Yield, a sub-fund of Mediolanum Best Brands; Ashmore Growing Multi-Strategy Fund Limited; Ashmore Emerging Markets Corporate High Yield Fund Limited; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Corporate Debt Fund; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Asian Corporate Debt Fund; Ashmore Emerging Markets Tri Asset Fund Limited; Ashmore Emerging Markets High Yield Plus Fund Limited; and Ashmore Global Special Situations Fund 5 Limited Partnership |
C* |
Indenture, dated January 15, 2013, by and among Far East Energy (Bermuda), Ltd., Far East Energy Corporation and Wells Fargo Bank, National Association, as Trustee and Collateral Agent | |
D* |
Warrant Agreement, dated January 15, 2013, by and between Far East Energy Corporation and Continental Stock Transfer & Trust Company | |
E* |
Registration Rights Agreement, dated January 15, 2013, by and among Far East Energy Corporation; Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio; Ashmore Emerging Markets Debt Fund; Ashmore Emerging Markets Debt and Currency Fund Limited; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Total Return Fund II; Stichting Pensioenfonds Van de Metalektro; Ashmore SICAV Emerging Markets Debt Fund; Global High Yield, a sub-fund of Mediolanum Best Brands; Ashmore Growing Multi-Strategy Fund Limited; Ashmore Emerging Markets Corporate High Yield Fund Limited; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Corporate Debt Fund; Ashmore Funds, a Massachusetts business trust, on behalf of Ashmore Emerging Markets Corporate Debt Fund; Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Asian Corporate Debt Fund; Ashmore Emerging Markets Tri Asset Fund Limited; Ashmore Emerging Markets High Yield Plus Fund Limited; and Ashmore Global Special Situations Fund 5 Limited Partnership |
* | Filed as an Exhibit to the Form 8-K filed by the Issuer on January 18, 2013 |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D, dated January 25, 2013, with respect to the shares of common stock, par value $0.0001 per share, of Far East Energy Corporation is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 25th day of January, 2013.
ASHMORE GROUP PLC | ||||
By: | /s/ Michael Perman | |||
Name: | Michael Perman | |||
Title: | Company Secretary | |||
ASHMORE INVESTMENT MANAGEMENT LIMITED | ||||
By: | /s/ Michael Perman | |||
Name: | Michael Perman | |||
Title: | Company Secretary | |||
ASHMORE INVESTMENTS (UK) LIMITED | ||||
By: | /s/ Michael Perman | |||
Name: | Michael Perman | |||
Title: | Company Secretary |
NORTHERN TRUST (GUERNSEY) LIMITED | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASSET HOLDER PCC LIMITED IN RESPECT OF ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person | |||
NORTHERN TRUST COMPANY, LONDON BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE EMERGING MARKETS DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST (GUERNSEY) LIMITED | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person | |||
NORTHERN TRUST COMPANY, LONDON BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE FUNDS, A MASSACHUSETTS BUSINESS TRUST, ON BEHALF OF ASHMORE EMERGING MARKETS TOTAL RETURN FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE SICAV IN RESPECT OF ASHMORE SICAV EMERGING MARKETS TOTAL RETURN FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person | |||
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE SICAV IN RESPECT OF | ||||
ASHMORE SICAV EMERGING MARKETS TOTAL RETURN FUND II | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person | |||
NORTHERN TRUST COMPANY, LONDON BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
STICHTING PENSIOENFONDS VAN DE METALEKTRO | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE SICAV EMERGING MARKETS DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person | |||
ASHMORE INVESTMENT MANAGEMENT LIMITED | ||||
AS PORTFOLIO MANAGER FOR | ||||
GLOBAL HIGH YIELD, A SUB-FUND OF MEDIOLANUM BEST BRANDS | ||||
By: | /s/ Alexandra Autrey | |||
Name: | Alexandra Autrey | |||
Title: | Authorized Person | |||
NORTHERN TRUST (GUERNSEY) LIMITED | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE GROWING MULTI-STRATEGY FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person |
NORTHERN TRUST (GUERNSEY) LIMITED | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE EMERGING MARKETS CORPORATE HIGH YIELD FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person | |||
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE SICAV IN RESPECT OF ASHMORE SICAV EMERGING MARKETS CORPORATE DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST COMPANY, LONDON BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE FUNDS, A MASSACHUSETTS BUSINESS TRUST, ON BEHALF OF ASHMORE EMERGING MARKETS CORPORATE DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person | |||
NORTHERN TRUST GLOBAL SERVICES LIMITED, LUXEMBOURG BRANCH | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE SICAV IN RESPECT OF ASHMORE SICAV EMERGING MARKETS ASIAN CORPORATE DEBT FUND | ||||
By: | /s/ Nick Heales | |||
Name: | Nick Heales | |||
Title: | Authorized Person |
NORTHERN TRUST (GUERNSEY) LIMITED | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE EMERGING MARKETS TRI ASSET FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person | |||
NORTHERN TRUST (GUERNSEY) LIMITED | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE EMERGING MARKETS HIGH YIELD PLUS FUND LIMITED | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person |
NORTHERN TRUST (GUERNSEY) LIMITED | ||||
AS CUSTODIAN AND AGENT FOR | ||||
ASHMORE GLOBAL SPECIAL SITUATIONS FUND 5 LIMITED PARTNERSHIP | ||||
By: | /s/ Sarah Brouard | |||
Name: | Sarah Brouard | |||
Title: | Authorized Person | |||
By: | /s/ George Spalding | |||
Name: | George Spalding | |||
Title: | Authorized Person |