Page 9 of 12 – SEC Filing
| Pursuant to the Schemes, and subject to the conditions described therein, the Reporting Persons acquired beneficial ownership of 18,494,587 shares of Common Stock of the Issuer, constituting 20.4% of the total number of outstanding shares of Common Stock, as more fully described in Item 5 below. Following consummation of the Schemes, the Issuer intends to conduct an extraordinary general meeting to adopt an amended and restated memorandum and articles of association to, among other things, increase the number of directors serving on its Board to seven. Pursuant to these amended articles of association, (i) if there are three or fewer holders, together with each of their affiliates, each with at least 7.5% of the outstanding shares of Common Stock, then each holder will be entitled to appoint a director to the Board and (ii) if there are more than three holders, together with each of their affiliates, each with at least 7.5% of the outstanding shares of Common Stock, then three persons entitled to appoint a director to the Board shall be designated by the majority vote of the shares of all the 7.5% holders. If any holder, together with its affiliate, holds 17% or more of the outstanding shares of Common Stock, such holder shall automatically be one of such three persons entitled to appoint a director to the Issuer’s board of directors. |
| References to, and descriptions of, the RSA and the Schemes are qualified in their entirety by reference to the RSA and the press release of the Issuer, dated July 21, 2017 (the “July 21 Press Release”), as well as the press release of the Issuer announcing the completion of its restructuring and the occurrence of the restructuring effective date, dated September 22, 2017 (the “September 22 Press Release”), which are attached as Exhibit 1 and Exhibit 2 and Exhibit 3, respectively, to this Schedule 13D and are incorporated by reference into this Item 4 in their entirety. |
| The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in subparagraphs (a) – (j) of Item 4 of Schedule 13D. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| (a) As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 20.4% of the shares of Common Stock outstanding. |
| The aggregate percentage of Common Stock reported owned by each person named herein is based upon 90,660,578 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of September 27, 2017 as reported in the Issuer’s Registration on Form F-1 filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2017. |
| As of the date hereof, Elliott itself and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott and Gateshead (Japan) LLC, a Delaware limited liability company of which Elliott is the sole member and managing member, beneficially owned 5,918,258 shares of Common Stock, constituting 6.5% of the shares of Common Stock outstanding. |
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