Page 6 of 20 – SEC Filing
In connection with such investment, and as may be appropriate from time to time, each of the Reporting
Persons may consider the feasibility and advisability of various alternative courses of action with respect to such investment, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of the Class A
Shares, including through derivative transactions which may include security-based swaps and short sales; (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 any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present
capitalization or dividend policy of the Issuer; (f) other material changes in the Issuers business or corporate structure; (g) changes in the Issuers certificate of incorporation or bylaws or other actions that may impede the
acquisition of control of the Issuer by any person; (h) causing any class of the Issuers securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those
enumerated above. The Reporting Persons may communicate with the Board, members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and
the Board. Except as described in Item 6 and this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time,
to acquire additional securities of the Issuer, dispose of some or all of the Class A Shares or such other securities, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position,
change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or
formulate and implement plans or proposals with respect to any of the foregoing.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of September 18, 2018, PAR Investment Partners may be deemed to beneficially own 13,105,000 Class A Shares, representing approximately
34.5% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.
As of
September 18, 2018, PAR Group, through its control of PAR Investment Partners as general partner, may be deemed to beneficially own 13,105,000 Class A Shares, representing approximately 34.5% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.
As of September 18, 2018, PAR Capital Management,
through is control of PAR Group as general partner, may be deemed to beneficially own 13,105,000 Class A Shares, representing approximately 34.5% (determined in accordance with Rule 13d-3 under the Act)
of the outstanding Class A Shares.
The percentage of Class A Shares beneficially owned as set forth above is based on the sum of (i) 30,995,322
Class A Shares issued and outstanding as of June 30, 2018, as disclosed in the Issuers Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on
July 25, 2018, plus (ii) 7,000,000 Class A Shares resulting from the conversion of Class B Shares, nominal value of 0.60 per share, as described in Item 4 of this report.
(c) Other than as described in Item 4 of this report, there were no transactions by the Reporting Persons relating to the Class A Shares effected during
the past sixty days.
(d) Not applicable.
(e) Not
applicable.
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In connection with such investment, and as may be appropriate from time to time, each of the Reporting
Persons may consider the feasibility and advisability of various alternative courses of action with respect to such investment, including, without limitation: (a) the acquisition or disposition by the Reporting Persons of the Class A
Shares, including through derivative transactions which may include security-based swaps and short sales; (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 any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present
capitalization or dividend policy of the Issuer; (f) other material changes in the Issuers business or corporate structure; (g) changes in the Issuers certificate of incorporation or bylaws or other actions that may impede the
acquisition of control of the Issuer by any person; (h) causing any class of the Issuers securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those
enumerated above. The Reporting Persons may communicate with the Board, members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and
the Board. Except as described in Item 6 and this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of this paragraph.
The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time,
to acquire additional securities of the Issuer, dispose of some or all of the Class A Shares or such other securities, in each case in open market or private transactions, block sales or otherwise, and review or reconsider their position,
change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the foregoing paragraph of this Item 4) or
formulate and implement plans or proposals with respect to any of the foregoing.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of September 18, 2018, PAR Investment Partners may be deemed to beneficially own 13,105,000 Class A Shares, representing approximately
34.5% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.
As of
September 18, 2018, PAR Group, through its control of PAR Investment Partners as general partner, may be deemed to beneficially own 13,105,000 Class A Shares, representing approximately 34.5% (determined in accordance with Rule 13d-3 under the Act) of the outstanding Class A Shares.
As of September 18, 2018, PAR Capital Management,
through is control of PAR Group as general partner, may be deemed to beneficially own 13,105,000 Class A Shares, representing approximately 34.5% (determined in accordance with Rule 13d-3 under the Act)
of the outstanding Class A Shares.
The percentage of Class A Shares beneficially owned as set forth above is based on the sum of (i) 30,995,322
Class A Shares issued and outstanding as of June 30, 2018, as disclosed in the Issuers Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on
July 25, 2018, plus (ii) 7,000,000 Class A Shares resulting from the conversion of Class B Shares, nominal value of 0.60 per share, as described in Item 4 of this report.
(c) Other than as described in Item 4 of this report, there were no transactions by the Reporting Persons relating to the Class A Shares effected during
the past sixty days.
(d) Not applicable.
(e) Not
applicable.
