Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Burcon NutraScience Corporation

(Name of Issuer)

 

Common Share without par value

(Title of Class of Securities)

 

120831 10 2

(CUSIP Number)

 

Suen Cho Hung, Paul
Suite 1501, 15^th Floor, Great Eagle Centre
23 Harbour Road, Wanchai, Hong Kong
+852 3162 6623

 

with copy to:
Kenneth K. Kwok, Esq.
Dorsey & Whitney
Suite 3008, One Pacific Place
88 Queensway
Hong Kong

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

January 24, 2017

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

CUSIP No. 120831 10 2

 

 

1.

Names of Reporting Persons.

Suen Cho Hung, Paul

 

I.R.S. Identification Nos. of above persons (entities only).

Not Applicable

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

PF

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

People’s Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		8,592,937 common shares
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		8,592,937 common shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,592,937 common shares.

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨ Not Applicable

13.

Percent of Class Represented by Amount in Row (11)

 

22.3%

14.

Type of Reporting Person (See Instructions)

 

IN

 

CUSIP No. 120831 10 2

 

 

1.

Names of Reporting Persons.

Ace Way Global Limited

 

I.R.S. Identification Nos. of above persons (entities only).

Not Applicable

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		8,592,937 common shares
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		8,592,937 common shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,592,937 common shares.

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨ Not Applicable

13.

Percent of Class Represented by Amount in Row (11)

 

22.3%

14.

Type of Reporting Person (See Instructions)

 

CO

 

CUSIP No. 120831 10 2

 

 

1.

Names of Reporting Persons.

Ace Pride Holdings Limited

 

I.R.S. Identification Nos. of above persons (entities only).

Not Applicable

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

WC

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

6.

Citizenship or Place of Organization

 

British Virgin Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power
		0
	8.	Shared Voting Power
		8,592,937 common shares
	9.	Sole Dispositive Power
		0
	10.	Shared Dispositive Power
		8,592,937 common shares

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,592,937 common shares.

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨ Not Applicable

13.

Percent of Class Represented by Amount in Row (11)

 

22.3%

14.

Type of Reporting Person (See Instructions)

 

CO

 

 

Item 1.

Security and Issuer.

 

This Schedule 13D relates to the common shares without par value (the “Shares”) of Burcon NutraScience Corporation (the “Issuer”) with its principal executive offices at 1946 West Broadway, Vancouver, British Columbia, V6J 1Z2 Canada.

 

Item 2.

Identity and Background

 

The information set forth in Items 4 and 6 below is incorporated in this Item 2.

 

This statement is filed by:

 

(i)

Mr. Suen Cho Hung (“Mr. Suen”), a citizen of the People’s Republic of China with business address situated at Suite 1501, 15th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong;

(ii)

Ace Way Global Limited (“Ace Way”), a British Virgin Islands company with its principal office address situated at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands; and

(iii)

Ace Pride Holdings Limited (“Ace Pride”), a British Virgin Islands company with its principal office address situated at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

 

Mr. Suen, Ace Way and Ace Pride are referred to herein collectively as the “Reporting Persons”, and individually as a “Reporting Person”.

 

Mr. Suen is the (i) Chairman and executive director of Enviro Energy International Holdings Limited, and (ii) the Chairman and executive director of EPI (Holdings) Limited.

 

The principal business of each of Ace Way and Ace Price is investment holding.

 

During the past five years, Mr. Suen has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and was not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a result of being a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

During the past five years, neither Ace Way nor any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a result of being party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

During the past five years, neither Ace Pride nor any of its executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or have been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a result of being party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The source of funds for the purchase of the 1,147,366,967 ITC Shares (as defined in Item 4 below) was from personal funds of Mr. Suen.

 

Item 4.

Purpose of Transaction

 

The ITC Shares Acquisition

 

Ace Pride is a wholly-owned subsidiary of Ace Way and Ace Way is wholly-owned by Mr. Suen. On January 24, 2017, via Ace Way and Ace Pride, Mr. Suen acquired a total of 1,147,366,967 shares (each an “ITC Share” and collectively as the “ITC Shares”) of ITC Corporation Limited (“ITC”) for an aggregate consideration of HK$596,630,822.84 at HK$0.52 per ITC Share (the “ITC Shares Acquisition”). ITC together with its subsidiaries are collectively referred to herein as the “ITC Group”.

 

Upon completion of the ITC Shares Acquisition, the aggregate direct and indirect shareholding in ITC held by Mr. Suen amounted to 67.96% of the total issued share capital of ITC.

 

 

ITC owns 100% of the issued share capital of Large Scale Investments Limited (“Large Scale”) and Great Intelligence Limited (“Great Intelligence”), which owns certain securities interests in the Issuer as described in Item 5 below.

 

Mr. Suen intends that the ITC Group will continue to operate its existing business. The principal activities of the ITC Group comprise investment holding, the provision of finance, property investment and treasury investment. Mr. Suen will in due course conduct a review of the existing principal businesses and financial position of the ITC Group for the purpose of formulating business plans and strategies for the future business development of the ITC Group. No time frame has been set for the completion of such review.

 

Item 5.

Interest in Securities of the Issuer

 

The information set out in Item 2 and Item 4 above are incorporated in this Item 5.

 

(a) – (b)

 

The securities of the Issuer to which this Schedule 13D relates are owned by Large Scale and Great Intelligence. Large Scale and Great Intelligence are wholly-owned by ITC. None of the Reporting Persons directly holds any Shares of the Issuer.

 

Large Scale owns (i) 5,780,408 Shares of the Issuer; and (ii) 198,429 warrants of the Issuer with each such warrant entitling Large Scale to acquire 1 Share at CAD 2.25 (subject to adjustments) exercisable on or before April 30, 2017; and (iii) the convertible unsecured promissory note in the principal amount of CAD 2,000,000 (the “Principal Amount”) dated May 12, 2016 (“Note”) issued by the Issuer, the whole or part of the Principal Amount is convertible into approximately 501,253 Shares of the Issuer at CAD3.99 per Share (subject to adjustments) up to and including the earlier of (A) three years from the issue of the Note; and (B) the occurrence of an event of default, in total representing approximately 16.8% of the issued and outstanding Shares of the Issuer (assuming the issuance of 198,429 Shares upon full exercise of the aforesaid warrants (“LS Warrant Shares”) and the issuance of 501,253 Shares upon the full conversion of the aforesaid Note (“LS Note Shares”)). The aforesaid 5,780,408 Shares, 198,429 LS Warrant Shares and 501,253 LS Note Shares owned by Large Scale are hereinafter collectively referred as “LS Shares”.

 

Great Intelligence owns 2,112,847 Shares, representing approximately 5.6% of the issued and outstanding Shares of the Issuer (the “GI Shares”).

 

ITC, a Bermuda company whose shares are listed on The Stock Exchange of Hong Kong Limited, owns 100% of the issued shares of Large Scale and Great Intelligence and may, pursuant to Rule 13d-3, be deemed to control the voting and disposition of the LS Shares and GI Shares.

 

Large Scale, Great Intelligence and ITC jointly filed a Schedule 13G dated January 10, 2012, as amended on January 17, 2013, January 27, 2015, January 26, 2016 and January 20, 2017, with respect to the Shares of the Issuer.

 

The securities reported on this Schedule as beneficially owned by the Reporting Persons are held by Large Scale and Great Intelligence.  For the reasons set out in (i) to (iv) below, the Reporting Persons may be deemed pursuant to Rule 13d-3 under the Exchange Act, to beneficially own and to share voting and dispositive power in respect of the LS Shares held by Large Scale and the GI Shares held by Great Intelligence :-

 

(i)

ITC owns all of the voting interest in Large Scale and Great Intelligence;

(ii)

Ace Pride holds 67.96% of the voting interest in ITC;

(iii)

Ace Way owns all of the voting interest in Ace Pride; and

(iv)

Mr. Suen owns all of the voting interest in Ace Way.

 

The filing of this statement should not be construed as an admission that the Reporting Persons are, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owners of the Shares covered by this statement. Each of the Reporting Persons expressly disclaims any beneficial ownership of the Shares that are owned by Large Scale and Great Intelligence.

 

The securities reported on this Schedule as beneficially owned by ITC are held by Large Scale and Great Intelligence. ITC, which owns all of the voting interest in Large Scale and Great Intelligence, may be deemed pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own and to share voting and dispositive power in respect of the LS Shares held by Large Scale and the GI Shares held by Great Intelligence. The filing of this statement should not be construed as an admission that ITC is, for the purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of the Shares covered by this statement.

 

 

The calculation of percentage beneficial ownership set out above was derived from the corporate factsheet as made available on the Issuer’s web-site (http://www.burcon.ca/investors/corporate_factsheet.php) as of January 27, 2017 in which the Issuer stated that the number of its issued Shares was 37,827,175. The most recent interim report for the six months ended September 30, 2016 filed with the Commission on November 14, 2016, in which the Issuer reported 35,832,750 outstanding Shares as of September 30, 2016. However, the Reporting Persons believe that this information is no longer accurate following the Issuer’s allotment of (i) 1,990,708 Shares on or about November 30, 2016 after completion of the rights offering by the Issuer; and (ii) 3,717 Shares in December 2016.

 

In addition, for the purposes of calculating the percentage of beneficial ownership by Large Scale and ITC of the Shares only, the issued and outstanding Shares of the Issuer are deemed to include the 198,429 LS Warrant Shares and the 501,253 LS Note Shares.

 

(c)            Except for the transactions described herein (including in Item 4 above), none of the Reporting Persons has effected any transaction in Shares during the past 60 days.

 

(d)            None.

 

(e)            Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

 

Except for the arrangements described in Item 4 above, to the best knowledge of each of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7.

Material to be Filed as Exhibits

 

The documents which have been filed as Exhibits are listed in the Exhibit index herein.

 

 

SIGNATURES

 

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

 

	Dated: February 1, 2017
	/s/ Suen Cho Hung, Paul
	Name: Suen Cho Hung, Paul
	ACE WAY GLOBAL LIMITED
	Date:	February 1, 2017
	Signature:	/s/ Suen Cho Hung, Paul
	Name:	Suen Cho Hung, Paul
	Title:	Director
	ACE PRIDE HOLDINGS LIMITED
	Date:	February 1, 2017
	Signature:	/s/ Suen Cho Hung, Paul
	Name:	Suen Cho Hung, Paul
	Title:	Director

 

 

EXHIBIT INDEX

 

Exhibit No.	Description
1.	Joint Filing Statement

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13D (including amendments thereto) with respect to the common shares without par value of Burcon NutraScience Corporation and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

 

Suen Cho Hung, Paul
Date:  February 1, 2017
Signature:	/s/ Suen Cho Hung, Paul
Name:	Suen Cho Hung, Paul
ACE WAY GLOBAL LIMITED
Date:  February 1, 2017
Signature:	/s/ Suen Cho Hung, Paul
Name:	Suen Cho Hung, Paul
Title:	Director
ACE PRIDE HOLDINGS LIMITED
Date:  February 1, 2017
Signature:	/s/ Suen Cho Hung, Paul
Name:	Suen Cho Hung, Paul
Title:	Director