0000902664-17-003136.txt : 20170731 0000902664-17-003136.hdr.sgml : 20170731 20170731164408 ACCESSION NUMBER: 0000902664-17-003136 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170731 DATE AS OF CHANGE: 20170731 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zhaopin Ltd CENTRAL INDEX KEY: 0001378564 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88190 FILM NUMBER: 17993489 BUSINESS ADDRESS: STREET 1: 5/F, SHOUKAI PLAZA, STREET 2: 10 FURONG ST WANGJING, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100020 BUSINESS PHONE: 86-10-5863-5888 MAIL ADDRESS: STREET 1: 5/F, SHOUKAI PLAZA, STREET 2: 10 FURONG ST WANGJING, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13G 1 p17-1580sc13g.htm ZHAOPIN LIMITED

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 

Zhaopin Limited

(Name of Issuer)
 

Class A Ordinary Shares, par value $0.01 per share

(Title of Class of Securities)
 

98954L103**

(CUSIP Number)
 

July 19, 2017

(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

** The Class A Ordinary Shares have no CUSIP number. This is the CUSIP number for the Issuer's American Depositary Shares, each representing two Class A Ordinary Shares.

The information required in 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. 98954L10313GPage 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

Elliott Associates, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

870,956

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

870,956

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

870,956

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.2%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 98954L10313GPage 3 of 10 Pages

 

1

NAME OF REPORTING PERSON

Elliott International, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,850,780

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,850,780

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,850,780

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.8%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 98954L10313GPage 4 of 10 Pages

 

1

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,850,780

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,850,780

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,850,780

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.8%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 98954L10313GPage 5 of 10 Pages

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of the date hereof:

 

 

Item 1(a). NAME OF ISSUER
  The name of the issuer is Zhaopin Limited (the "Issuer").  
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
 

5/F, Shoukai Square

No. 10 Furong Street, Wangjing

Chaoyang District, Beijing 100102

The People’s Republic of China

   

 

Item 2(a). NAME OF PERSON FILING
   
  The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott Associates"), Elliott International, L.P. ("Elliott International") and its wholly-owned subsidiaries and Elliott International Capital Advisors Inc. ("International Advisors" and collectively with Elliott Associates and Elliott International, the "Reporting Persons").  Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott Associates.  Hambledon, Inc. ("Hambledon") is the general partner of Elliott International.  International Advisors is the investment manager for Elliott International.  International Advisors expressly disclaims equitable ownership of and pecuniary interest in any Class A Ordinary Shares.
   

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
 

The business address of Elliott Associates, International Advisors, Capital Advisors, Singer and Special GP is 40 West 57th Street, 30th Floor, New York, New York 10019.

 

The business address of Elliott International and Hambledon is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.

   

 

Item 2(c). CITIZENSHIP
   
 

Each of Elliott Associates and Capital Advisors is a limited partnership formed under the laws of the State of Delaware.

 

Elliott International is a limited partnership formed under the laws of the Cayman Islands, British West Indies.

 

 

CUSIP No. 98954L10313GPage 6 of 10 Pages

 

   
 

International Advisors is a corporation formed under the laws of the State of Delaware.

 

Special GP is a limited liability company formed under the laws of the State of Delaware.

 

Hambledon is a corporation formed under the laws of the Cayman Islands, British West Indies.

 

Singer is a U.S. citizen.

 

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Class A ordinary shares, par value $0.01 per share (the "Class A Ordinary Shares")

 

Item 2(e). CUSIP NUMBER
   
  The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the Issuer's American Depositary Shares, each representing two Class A Ordinary Shares, is 98954L103.

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _______________________________

 

 

CUSIP No. 98954L10313GPage 7 of 10 Pages

 

Item 4. OWNERSHIP
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   

 

  (a) Amount beneficially owned:
     
   

Elliott Associates individually beneficially owns 870,956 Class A Ordinary Shares through The Liverpool Limited Partnership, a Bermuda limited partnership that is a wholly-owned subsidiary of Elliott Associates ("Liverpool").

 

Elliott International and International Advisors together beneficially own the 1,850,780 Class A Ordinary Shares held by Elliott International.

 

Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 2,721,736 Class A Ordinary Shares.

 

  (b) Percent of class:
     
   

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 27,124,609 Class A Ordinary Shares outstanding, which is the total number of Class A Ordinary Shares outstanding as of June 21, 2017 as reported in the Issuer's Schedule 13E-3 filed with the Securities and Exchange Commission on June 21, 2017.

 

Elliott Associates beneficially owned 3.2% of the outstanding Class A Ordinary Shares.

 

Elliott International and International Advisors owned approximately 6.8% of the outstanding Class A Ordinary Shares.

 

Elliott Associates, Elliott International and International Advisors' aggregate beneficial ownership constituted approximately 10.03% of the outstanding Class A Ordinary Shares.

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

 

    (i)

Sole power to vote or to direct the vote

Elliott Associates has sole power to vote or direct the vote of 870,956 Class A Ordinary Shares.

       
    (ii)

Shared power to vote or to direct the vote

Elliott International and International Advisors together have shared power to vote or direct the vote of 1,850,780 Class A Ordinary Shares.

       
    (iii)

Sole power to dispose or to direct the disposition of

Elliott Associates has sole power to dispose or direct the disposition of 870,956 Class A Ordinary Shares.

 

CUSIP No. 98954L10313GPage 8 of 10 Pages

 

    (iv)

Shared power to dispose or to direct the disposition of

Elliott International and International Advisors together have shared power to dispose or direct the disposition of 1,850,780 Class A Ordinary Shares.

       

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.  

 

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 OR CONTROL PERSON
   
  Elliott Associates holds its 870,956 Class A Ordinary Shares through Liverpool.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  See Exhibit A.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 98954L10313GPage 9 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: July 31, 2017

 

ELLIOTT ASSOCIATES, L.P.    
By:  Elliott Capital Advisors, L.P., as General Partner    
By:  Braxton Associates, Inc., as General Partner    
     
     
/s/ Elliot Greenberg    
Name: Elliot Greenberg    
Title: Vice President    
     
     
ELLIOTT INTERNATIONAL, L.P.    
By:  Elliott International Capital Advisors Inc., as Attorney-in-Fact    
     
     
/s/ Elliot Greenberg    
Name:  Elliot Greenberg    
Title:  Vice President    
     
     
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.    
     
     
/s/ Elliot Greenberg    
Name:  Elliot Greenberg    
Title:  Vice President    
     
     

 

 

 

CUSIP No. 98954L10313GPage 10 of 10 Pages

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Ordinary Shares of Zhaopin Limited dated July 31, 2017, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

DATE: July 31, 2017

 

ELLIOTT ASSOCIATES, L.P.    
By:  Elliott Capital Advisors, L.P., as General Partner    
By:  Braxton Associates, Inc., as General Partner    
     
     
/s/ Elliot Greenberg    
Name:  Elliot Greenberg    
Title: Vice President    
     
     
ELLIOTT INTERNATIONAL, L.P.    
By:  Elliott International Capital Advisors Inc., as Attorney-in-Fact    
     
     
/s/ Elliot Greenberg    
Name:  Elliot Greenberg    
Title:  Vice President    
     
     
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.    
     
     
/s/ Elliot Greenberg    
Name:  Elliot Greenberg    
Title:  Vice President