0001068238-19-000032.txt : 20190213 0001068238-19-000032.hdr.sgml : 20190213 20190213161131 ACCESSION NUMBER: 0001068238-19-000032 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: VIP II NOMINEES LTD GROUP MEMBERS: VITRUVIAN II LUXEMBOURG S.A.R.L. GROUP MEMBERS: VITRUVIAN PARTNERS LLP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Farfetch Ltd CENTRAL INDEX KEY: 0001740915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90730 FILM NUMBER: 19597243 BUSINESS ADDRESS: STREET 1: 211 OLD STREET, THE BOWER, 4TH FLOOR CITY: LONDON STATE: X0 ZIP: EC1V 9NR BUSINESS PHONE: 442075495400 MAIL ADDRESS: STREET 1: 211 OLD STREET, THE BOWER, 4TH FLOOR CITY: LONDON STATE: X0 ZIP: EC1V 9NR FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Farhold (Luxembourg) S.a.r.l. CENTRAL INDEX KEY: 0001767745 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 21 RUE PHILIPPE II CITY: LUXEMBOURG STATE: N4 ZIP: L-2340 BUSINESS PHONE: 00352 48 18 28 1 MAIL ADDRESS: STREET 1: 21 RUE PHILIPPE II CITY: LUXEMBOURG STATE: N4 ZIP: L-2340 SC 13G 1 farfetch_ltd-sch13g.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
 Farfetch Limited
(Name of Issuer)
 Class A Ordinary Shares, par value $0.04 per share
(Title of Class of Securities)
 30744W107
(CUSIP Number)
 December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






CUSIP No. 30744W107

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
Farhold (Luxembourg) S.à r.l.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
(see instructions)   ☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
8.6% (2.0% of the total voting power in the Company)*
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 

* The percentage is calculated based on 256,637,577 Class A Ordinary Shares, par value $0.04 per share (the "Class A Ordinary Shares") and 42,858,080 Class B Ordinary Shares, par value $0.04 per share (the "Class B Ordinary Shares") outstanding as of November 7, 2018, as provided by the Issuer.





CUSIP No. 30744W107


1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
Vitruvian II Luxembourg S.à r.l.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(see instructions)
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Luxembourg
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
(see instructions)   ☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
8.6% (2.0% of the total voting power in the Company)*
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 

* The percentage is calculated based on 256,637,577 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as of November 7, 2018, as provided by the Issuer.  The Reporting Person disclaims beneficial ownership of these securities.




CUSIP No. 30744W107

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
VIP II Nominees Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(see instructions)
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 22,047,241 Class A Ordinary Shares
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
(see instructions)   ☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
8.6% (2.0% of the total voting power in the Company)*
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 

* The percentage is calculated based on 256,637,577 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as of November 7, 2018, as provided by the Issuer.  The Reporting Person disclaims beneficial ownership of these securities.



CUSIP No. 30744W107


1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
Vitruvian Partners LLP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(see instructions)
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 22,047,241 Class A Ordinary Shares
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
22,047,241 Class A Ordinary Shares
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
(see instructions)   ☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 
8.6% (2.0% of the total voting power in the Company)*
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN, IA
 
 
 
 

* The percentage is calculated based on 256,637,577 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as of November 7, 2018, as provided by the Issuer. 
Item 1(a).
 Name of Issuer:

Farfetch Limited
 
Item 1(b). Address of Issuer's Principal Executive Offices:
 
The Bower
211 Old Street
London EC1V 9NR
United Kingdom

Item 2(a). Name of Person Filing:
 
This statement is jointly filed by and on behalf of each of Farhold (Luxembourg) S.à r.l., Vitruvian II Luxembourg S.à r.l., VIP II Nominees Limited and Vitruvian Partners LLP.

Item 2(b). Address of Principal Business Office or, if none, Residence:
 
For Farhold (Luxembourg) S.à r.l.  and Vitruvian II Luxembourg S.à r.l.:
21, rue Philippe II, L-2340 Luxembourg

For VIP II Nominees Limited and Vitruvian Partners LLP:
105 Wigmore Street, London, W1U 1QY, United Kingdom

Item 2(c). Citizenship:

Farhold (Luxembourg) S.à r.l. and Vitruvian II Luxembourg S.à r.l. are organized under the laws of Luxembourg. VIP II Nominees Limited is organized under the laws of England and Wales. Vitruvian Partners LLP is a limited liability partnership formed under the laws of England and Wales.

Item 2(d). Title of Class of Securities:

 Class A Ordinary Shares
 
Item 2(e). CUSIP Number:

30744W107

Item 3.
If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Not applicable.

Item 4. Ownership.


(a) Amount beneficially owned:  22,047,241 Class A Ordinary Shares
 


(b) Percent of class:   8.6% (2.0% of the total voting power in the Company)







(c) Number of shares as to which the person has:


(i) Sole power to vote or to direct the vote:  0


(ii) Shared power to vote or to direct the vote:  22,047,241 Class A Ordinary Shares

  (iii) Sole power to dispose or to direct the disposition of:  0

  (iv) Shared power to dispose or to direct the disposition of:  22,047,241 Class A Ordinary Shares
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 Not applicable.

Item 8. Identification and Classification of Members of the Group.

All shares of Farhold (Luxembourg) S.à r.l. are owned by Vitruvian II Luxembourg S.à r.l. VIP II Nominees Limited, in its capacity as nominee for and on behalf of certain English limited partnerships (collectively, the “VIP II Funds”), is the sole shareholder of Vitruvian II Luxembourg S.à r.l. Vitruvian Partners LLP manages each of the VIP II Funds as its general partner and investment manager and is the sole shareholder of VIP II Nominees Limited. The parties have entered into a joint filing agreement with respect this statement, which is attached hereto as Exhibit 99.1.

Item 9. Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certification.
 
Not applicable.

Exhibit Index
Exhibit 99.1 Joint Filing Agreement, dated February 13, 2019, among Farhold (Luxembourg) S.à r.l., Vitruvian II Luxembourg S.à r.l., VIP II Nominees Limited and Vitruvian Partners LLP.

 

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 as of February 13, 2019.


 
 
FARHOLD (LUXEMBOURG) S.À R.L.
  
 
 
 
By:
 /s/  Gaël Sausy
  
   
Name:   Gaël Sausy
  
   
Title:     B Manager and Authorised Signatory
  
 
 
 
VITRUVIAN II LUXEMBOURG S.À R.L.
  
       

By:
/s/   Gaël Sausy  
    Name:    Gaël Sausy  
    Title:      B Manager and Authorised Signatory  
       


 
VIP II NOMINEES LIMITED
  
  By:  Vitruvian Partners LLP, its director
  
       

By:
/s/   Thomas Studd
  
    Name:   Thomas Studd
  
    Title:      Partner
  
       


 
VITRUVIAN PARTNERS LLP
  
       

By:
/s/  Thomas Studd
  
    Name:   Thomas Studd
  
    Title:      Partner
  
       
 





















 EX-99.1 2 joint_filing-agreement.htm
Exhibit 99.1

JOINT FILING AGREEMENT


In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned parties hereby agrees as follows:

Each party represents to the other parties that it is eligible to make the required statement on Schedule 13G.

Each party is responsible for the timely filing of the statement and any amendments to the statement.

Each party is not responsible for the completeness and accuracy of the information concerning the other parties, unless it knows or has reason to believe the information is inaccurate.

Each party agrees to the filing with the Securities and Exchange Commission on its behalf of a joint statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares of Farfetch Limited and to the inclusion of this Agreement as an Exhibit to such filing.

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 hereby execute this Agreement as of this 13th day of February 2019.


  FARHOLD (LUXEMBOURG) S.À R.L.  
       

By:
/s/   Gaël Sausy
  
    Name:  Gaël Sausy  
    Title:    B Manager and Authorised Signatory
  
       

  VITRUVIAN II LUXEMBOURG S.À R.L.  
       

By:
/s/  Gaël Sausy  
    Name:  Gaël Sausy  
    Title:    B Manager and Authorised Signatory  
       

  VIP II NOMINEES LIMITED  
  By:  Vitruvian Partners LLP, its director
  
       

By:
/s/  Thomas Studd
  
    Name:   Thomas Studd  
    Title:     Partner
  
       

  VITRUVIAN PARTNERS LLP  
       

By:
/s/  Thomas Studd  
    Name:   Thomas Studd  
    Title:     Partner