Filing Details

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)
April 28, 2020
(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 the disclosures provided in a prior cover page.   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.  30744W107

 

1.	Names of Reporting Persons.   Tencent Holdings Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) o  (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power   16,628,3131
		6.	Shared Voting Power   None
		7.	Sole Dispositive Power   16,628,313
		8.	Shared Dispositive Power   None
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   16,628,313
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
11.	Percent of Class Represented by Amount in Row (9)   5.4% of total outstanding Class A Ordinary Shares and 4.7% of total outstanding Ordinary Shares2
12.	Type of Reporting Person (See Instructions)   CO

 

 

¹ Include (i) 6,424,563 Class A Ordinary Shares, par value US$0.04 per share (“Class A Ordinary Shares”), of Farfetch Limited (the “Issuer”) held by Huang River Investment Limited, a direct wholly-owned subsidiary of Tencent Holdings Limited, and (ii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million principal amount of 5.00% convertible notes due 2025 (the “Private Placement Notes”) issued by the Issuer to Huang River Investment Limited in a private placement completed in February 2020.

 

¹ Calculation is based on (i) 297,017,774 total outstanding Class A Ordinary Shares of the Issuer as of January 31, 2020, as disclosed in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, (ii) 42,858,080 total outstanding Class B Ordinary Shares, par value US$0.04 per share (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”), of the Issuer as of January 31, 2020, as disclosed in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, and (iii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million principal amount of Private Placement Notes held by Huang River Investment Limited. Each Class A Ordinary Share is entitled to one vote, while each Class B Ordinary Share is entitled to twenty votes, in respect of matters requiring the votes of the shareholders. The 16,628,313 Class A Ordinary Shares beneficially owned by Tencent Holdings Limited represent approximately 5.4% of the total outstanding Class A Ordinary Shares, approximately 4.7% of the total outstanding Ordinary Shares and approximately 1.4% of the aggregate voting power of the total outstanding Ordinary Shares.

 

CUSIP No.  30744W107

 

1.	Names of Reporting Persons.   Huang River Investment Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) o  (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization   The British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power   16,628,3133
		6.	Shared Voting Power   None
		7.	Sole Dispositive Power   16,628,313
		8.	Shared Dispositive Power   None
9.	Aggregate Amount Beneficially Owned by Each Reporting Person   16,628,313
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_]
11.	Percent of Class Represented by Amount in Row (9)   5.4% of the total outstanding Class A Ordinary Shares and 4.7% of total outstanding Ordinary Shares4
12.	Type of Reporting Person (See Instructions)   CO

 

 

³ Include (i) 6,424,563 Class A Ordinary Shares held by Huang River Investment Limited and (ii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million principal amount of Private Placement Notes held by Huang River Investment Limited.

 

⁴ Calculation is based on (i) 297,017,774 total outstanding Class A Ordinary Shares of the Issuer as of January 31, 2020, as disclosed in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, (ii) 42,858,080 total outstanding Class B Ordinary Shares of the Issuer as of January 31, 2020, as disclosed in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, and (iii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million principal amount of Private Placement Notes held by Huang River Investment Limited. Each Class A Ordinary Share is entitled to one vote, while each Class B Ordinary Share is entitled to twenty votes, in respect of matters requiring the votes of the shareholders. The 16,628,313 Class A Ordinary Shares beneficially owned by Huang River Investment Limited represent approximately 5.4% of the total outstanding Class A Ordinary Shares, approximately 4.7% of the total outstanding Ordinary Shares and approximately 1.4% of the aggregate voting power of the total outstanding Ordinary Shares.

 

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:

 

Tencent Holdings Limited

 

Huang River Investment Limited

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

For both Huang River Investment Limited and Tencent Holdings Limited:

 

29/F., Three Pacific Place

No. 1 Queen’s Road East

Wanchai, Hong Kong

 

Item 2(c).

Citizenship:

  

Tencent Holdings Limited – Cayman Islands

 

Huang River Investment Limited – British Virgin Islands

 

Item 2(d).

Title of Class of Securities:

 

Class A Ordinary Shares, $0.04 par value per share

 

Item 2(e).

CUSIP Number:

 

30744W107

 

Item 3.

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

Not applicable.

 

Item 4.

Ownership.

 

Rows 5-9 of the cover page for each reporting person are incorporated in this Item 4 by reference.

 

Huang River Investment Limited beneficially owns 16,628,313 Class A Ordinary Shares of the Issuer, including (i) 6,424,563 Class A Ordinary Shares held by Huang River Investment Limited; and (ii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million principal amount of Private Placement Notes held by Huang River Investment Limited.

 

Tencent Holdings Limited may be deemed to have beneficial ownership of the 16,628,313 Class A Ordinary Shares beneficially owned by Huang River Investment Limited, its direct wholly-owned subsidiary.

 

The 16,628,313 Class A Ordinary Shares beneficially owned by each reporting person represent approximately 5.4% of the total outstanding Class A Ordinary Shares, approximately 4.7% of the total outstanding Ordinary Shares and approximately 1.4% of the aggregate voting power of the total outstanding Ordinary Shares.

 

The above calculation is based on (i) 297,017,774 total outstanding Class A Ordinary Shares of the Issuer as of January 31, 2020, as disclosed in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, (ii) 42,858,080 total outstanding Class B Ordinary Shares of the Issuer as of January 31, 2020, as disclosed in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, and (iii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million principal amount of Private Placement Notes held by Huang River Investment Limited. Each Class A Ordinary Share is entitled to one vote, while each Class B Ordinary Share is entitled to twenty votes, in respect of matters requiring the votes of the shareholders.

 

 THL E Limited, a direct wholly-owned subsidiary of Tencent Holdings Limited, purchased US$25 million principal amount of 3.75% convertible senior notes due 2027 issued by the Issuer (the “144A Notes”) in an offering completed on April 30, 2020 to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended. The US$25 million principal amount of the 144A Notes are convertible into 1,549,667 Class A Ordinary Shares in certain circumstances as described below, based on their initial conversion rate. The 144A Notes may be converted at their holder’s option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020, if the last reported sale price per Class A ordinary share exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per Class A Ordinary Share on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Issuer’s Class A Ordinary Shares; (4) if the Issuer calls such Notes for redemption; and (5) at any time from, and including, January 1, 2027 until the close of business on the second scheduled trading day immediately before the maturity date.

 

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.

 

See Item 4.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Each reporting person hereby makes the following certification:

 

By signing below I certify that, to the best of my 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.

 

LIST OF EXHIBITS

 

Exhibit No.	Description
99.1	Joint Filing Agreement, dated May 5, 2020, by and between Tencent Holdings Limited and Huang River Investment Limited.

 

 

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.

 

Date: May 5, 2020

 

	TENCENT HOLDINGS LIMITED
	By:	/s/ James Gordon Mitchell
		Name: James Gordon Mitchell
		Title: Authorized Signatory

 

 

	HUANG RIVER INVESTMENT LIMITED
	By:	/s/ James Gordon Mitchell
		Name: James Gordon Mitchell
		Title: Authorized Signatory