CUSIP No. N/A
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Saudi National Bank (f/k/a The National Commercial Bank)
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Saudi Arabia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
524,912.721
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
9,330,740.911
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
524,912.721
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,330,740.911
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,855,653.632 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
18.29 % (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. N/A
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
SNB Capital Company
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Saudi Arabia
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
9,330,740.911 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
9,330,740.911 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
9,330,740.911 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.31% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No. N/A
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
NCB Capital Credit Fund I L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
8,729,222.13
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,729,222.13
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,729,222.13
|
|
|
|||
|
|
||||
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)
|
|
|
||
16.20% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. N/A
|
13D
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
NCB Capital Credit Fund I GP Co.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
8,729,222.13
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,729,222.13
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,729,222.13
|
|
|
|||
|
|
||||
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)
|
|
|
||
16.20% (1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
i. |
Saudi National Bank (“SNB”), the successor to The National Commercial Bank (“NCB”);
|
ii. |
SNB Capital Company (“SNBCC”), the successor to NCB Capital Company (“NCBCC”);
|
iii. |
NCB Capital Credit Fund I L.P. (the “Credit Fund”); and
|
iv. |
NCB Capital Credit Fund I GP Co. (the “Credit Fund GP”).
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
|
Item 7. |
Material to Be Filed as Exhibits
|
Joint Filing Agreement, dated December 23, 2021.
|
* Filed herewith.
|
SAUDI NATIONAL BANK
|
|||
By:
|
/s/ Reem Abdulrahman Al Majed
|
||
Name:
|
Reem Abdulrahman Al Majed
|
||
Title:
|
Treasurer – Bahrain Branch
|
||
By:
|
/s/ Ali Shubbar
|
||
Name:
|
Ali Shubbar
|
||
Title:
|
Head, Treasury Operations & Bahrain Operations
|
||
SNB CAPITAL COMPANY
|
|||
By:
|
/s/ Wisam Fasihaldin
|
||
Name:
|
Wisam Fasihaldin
|
||
Title:
|
Chief Finance Officer
|
||
NCB CAPITAL CREDIT FUND I L.P.
BY: NCB CAPITAL CREDIT FUND I GP CO., Its General Partner
|
|||
By:
|
/s/ Pankaj Gupta
|
||
Name:
|
Pankaj Gupta
|
||
Title:
|
Director
|
||
NCB CAPITAL CREDIT FUND I GP CO.
|
|||
By:
|
/s/ Pankaj Gupta
|
||
Name:
|
Pankaj Gupta
|
||
Title:
|
Director
|
Name and Business
Address
|
Country of
Citizenship
|
Capacity in which
serves the
Reporting Persons
|
Principal
Occupation
|
Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
|
||||
Ramzy Darwish
|
Saudi Arabia
|
Head of Treasury Group, Authorized Signatory
|
Head of Treasury Group, Authorized Signatory
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Ali Shubbar
|
Bahrain
|
Head, Treasury Operations & Bahrain Operations, Authorized Signatory
|
Head, Treasury Operations & Bahrain Operations, Authorized Signatory
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Talal Alkhereji
|
Saudi Arabia
|
Chief Executive Officer, Wholesale
|
Chief Executive Officer, Wholesale
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Ahmad Ali AlDhabi
|
Saudi Arabia
|
Group Chief Financial Officer
|
Group Chief Financial Officer
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Shujaat Nadeem
|
Saudi Arabia
|
Group Head International
|
Group Head International
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
Name and Business
Address
|
Country of
Citizenship
|
Capacity in which
serves the
Reporting Persons
|
Principal
Occupation
|
Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
|
Majed Al Ghamdi
|
Saudi Arabia
|
Managing Director and Group CEO, Retail
|
Managing Director and Group CEO, Retail
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Yazeed Abdulrahman Alhumied
|
Saudi Arabia
|
Vice Chairman
|
Vice Chairman
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Rashed Ibrahim Sharif
|
Saudi Arabia
|
Vice Chairman
|
CEO, SNB Capital Company
|
SNB Capital Company
4th floor, Tower B,
SNB Building, King
Saud Street, P.O.
Box 22216, Riyadh 11495,
Kingdom of Saudi Arabia
|
||||
Reem Al-Majed
|
Saudi Arabia
|
Treasurer – Bahrain Branch
|
Treasurer – Bahrain Branch
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Ahmed H. Mousa
|
Saudi Arabia
|
General Manager – Bahrain Branch
|
General Manager – Bahrain Branch
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Ammar Alkhudairy
|
Saudi Arabia
|
Chairman of the Board
|
Chairman
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Saud Sulaiman Al Juhani
|
Saudi Arabia
|
Independent Director
|
Assistant Governor for Pensioners
|
Public Pension Agency
PO Box 18364, Riyadh 11168,
Saudi Arabia
|
Name1 and Business
Address
|
Country of
Citizenship
|
Capacity in which
serves the
Reporting Persons
|
Principal
Occupation
|
Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
|
Ziad Mohamed Tunis
|
Saudi Arabia
|
Independent Director
|
Independent Director
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Zaid Abdulrahman Al Gwaiz
|
Saudi Arabia
|
Independent Director
|
Independent Director
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Abdulrahman Mohammed Alodan
|
Saudi Arabia
|
Independent Director
|
Independent Director
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Ziad Mohammed Maki Altunisi
|
Saudi Arabia
|
Independent Director
|
Independent Director
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Sheila Othayeb Alrowaily
|
Saudi Arabia
|
Independent Director
|
Independent Director
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Abdullah Abdulrahman Alrowais
|
Saudi Arabia
|
Independent Director
|
Independent Director
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Ibrahim Saad Almojel
|
Saudi Arabia
|
Independent Director
|
Independent Director
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
Name and Business
Address
|
Country of
Citizenship
|
Capacity in which
serves the
Reporting Persons
|
Principal
Occupation
|
Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
|
Wisam Fasihaldin
|
Saudi Arabia
|
Chief Finance Officer
|
Chief Finance Officer
|
SNB Capital Company
4th floor, Tower B, SNB Building, King
Saud Street, P.O.
Box 22216, Riyadh 11495,
Kingdom of Saudi Arabia
|
||||
Ammar Alkhudairy
|
Saudi Arabia
|
Director; Chairman of the Board
|
Director
|
Saudi National Bank
Al-Balaed District,
King Abdulaziz
Street, Head Office
13th Floor, Jeddah
Saudi Arabia
|
||||
Rashed Ibrahim Sharif
|
Saudi Arabia
|
Chief Executive Officer
|
Chief Executive Officer
|
SNB Capital Company
4th floor, Tower B,
SNB Building, King
Saud Street, P.O.
Box 22216, Riyadh 11495,
Kingdom of Saudi Arabia
|
||||
Faisal Al Saggaf
|
Saudi Arabia
|
Vice Chairman
|
Vice Chairman
|
SNB Capital Company
4th floor, Tower B,
SNB Building, King
Saud Street, P.O.
Box 22216, Riyadh 11495,
Kingdom of Saudi Arabia
|
||||
Ahmed Al Rabiah
|
Saudi Arabia
|
Director
|
Independent Director
|
SNB Capital Company
4th floor, Tower B,
SNB Building, King
Saud Street, P.O.
Box 22216, Riyadh 11495,
Kingdom of Saudi Arabia
|
Abdullah Fahad Al Adbuljabbar
|
Saudi Arabia
|
Director
|
Independent Director
|
SNB Capital Company
4th floor, Tower B,
SNB Building, King
Saud Street, P.O.
Box 22216, Riyadh 11495,
Kingdom of Saudi Arabia
|
Name and Business
Address
|
Country of
Citizenship
|
Capacity in which
serves the
Reporting Persons
|
Principal
Occupation
|
Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
|
Mohammed Al Ali
|
Saudi Arabia
|
Director
|
Head of Product Development
|
SNB Capital Company
4th floor, Tower B,
SNB Building, King
Saud Street, P.O.
Box 22216, Riyadh 11495,
Kingdom of Saudi Arabia
|
||||
Pankaj Gupta
|
India
|
Director
|
Director
|
SNB Capital Company
4th floor, Tower B,
SNB Building, King
Saud Street, P.O.
Box 22216, Riyadh 11495,
Kingdom of Saudi Arabia
|
Name and Business
Address
|
Country of
Citizenship
|
Capacity in which
serves the
Reporting Persons
|
Principal
Occupation
|
Name, Principal
Business and
Address of
Organization in
which Principal
Occupation is
Conducted
|
SAUDI NATIONAL BANK
|
|||
By:
|
/s/ Reem Abdulrahman Al Majed
|
||
Name:
|
Reem Abdulrahman Al Majed
|
||
Title:
|
Treasurer – Bahrain Branch
|
||
By:
|
/s/ Ali Shubbar
|
||
Name:
|
Ali Shubbar
|
||
Title:
|
Head, Treasury Operations & Bahrain Operations
|
||
SNB CAPITAL COMPANY
|
|||
By:
|
/s/ Wisam Fasihaldin
|
||
Name:
|
Wisam Fasihaldin
|
||
Title:
|
Chief Finance Officer
|
||
NCB CAPITAL CREDIT FUND I L.P.
BY: NCB CAPITAL CREDIT FUND I GP CO., Its General Partner
|
|||
By: |
/s/ Pankaj Gupta
|
||
Name: | Pankaj Gupta | ||
Title: |
Director
|
||
NCB CAPITAL CREDIT FUND I GP CO.
|
|||
By:
|
/s/ Pankaj Gupta
|
||
Name:
|
Pankaj Gupta
|
||
Title: |
Director
|