UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Zhaopin Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.01 per share
(Title of Class of Securities)
98954L103
(CUSIP Number)
Katie Andrews
c/o Consolidated Press Holdings Pty Limited
Level 3
54-58 Park Street
Sydney, NSW 2000
Australia
+61 (0)2 9282 8340
with copies to:
Elizabeth Pagel Serebransky
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 18, 2014
(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 Rules 13d-1(e), 13d-1(f) or 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 Section 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 purposes 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. 98954L103
| 1 | NAME OF REPORTING PERSON.
Consolidated Press International Holdings Limited | |||||
| 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
Commonwealth of Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
16,666,666 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
16,666,666 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,666,666 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
51.22%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | All percentages are based on an aggregate of 15,875,222 shares of Class A ordinary shares issued and outstanding as of August 31, 2014, as reported in the Issuer’s Annual and transition report of foreign private issuers filed on Form 20-F on October 10, 2014 and the conversion of the reporting person’s Class B ordinary shares into Class A ordinary shares, calculated as required pursuant to Rule 13d-3(d)(i) of the Securities Exchange Act of 1934. If all 86,440,038 Class B ordinary shares issued and outstanding as of August 31, 2014 were converted into Class A ordinary shares, the reported percentage would be 16.29%. |
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| CUSIP No. 98954L103 |
| 1 | NAME OF REPORTING PERSON.
CPH Zhaopin Holdings Unit Trust | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
16,666,666 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
16,666,666 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,666,666 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
51.22%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | All percentages are based on an aggregate of 15,875,222 shares of Class A ordinary shares issued and outstanding as of August 31, 2014, as reported in the Issuer’s Annual and transition report of foreign private issuers filed on Form 20-F on October 10, 2014 and the conversion of the reporting person’s Class B ordinary shares into Class A ordinary shares, calculated as required pursuant to Rule 13d-3(d)(i) of the Securities Exchange Act of 1934. If all 86,440,038 Class B ordinary shares issued and outstanding as of August 31, 2014 were converted into Class A ordinary shares, the reported percentage would be 16.29%. |
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| CUSIP No. 98954L103 |
| 1 | NAME OF REPORTING PERSON.
Ridgegate Proprietary Limited, as Trustee | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
16,666,666 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
16,666,666 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,666,666 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
51.22%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | All percentages are based on an aggregate of 15,875,222 shares of Class A ordinary shares issued and outstanding as of August 31, 2014, as reported in the Issuer’s Annual and transition report of foreign private issuers filed on Form 20-F on October 10, 2014 and the conversion of the reporting person’s Class B ordinary shares into Class A ordinary shares, calculated as required pursuant to Rule 13d-3(d)(i) of the Securities Exchange Act of 1934. If all 86,440,038 Class B ordinary shares issued and outstanding as of August 31, 2014 were converted into Class A ordinary shares, the reported percentage would be 16.29%. |
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| CUSIP No. 98954L103 |
| 1 | NAME OF REPORTING PERSON.
James D. Packer | |||||
| 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)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Australia | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
16,666,666 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
16,666,666 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,666,666 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
51.22%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | All percentages are based on an aggregate of 15,875,222 shares of Class A ordinary shares issued and outstanding as of August 31, 2014, as reported in the Issuer’s Annual and transition report of foreign private issuers filed on Form 20-F on October 10, 2014 and the conversion of the reporting person’s Class B ordinary shares into Class A ordinary shares, calculated as required pursuant to Rule 13d-3(d)(i) of the Securities Exchange Act of 1934. If all 86,440,038 Class B ordinary shares issued and outstanding as of August 31, 2014 were converted into Class A ordinary shares, the reported percentage would be 16.29%. |
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Schedule 13D
This Schedule 13D is being filed by Consolidated Press International Holdings Limited (“CPIH”), CPH Zhaopin Holdings Unit Trust (“CPH Trust”), Ridgegate Proprietary Limited (“Ridgegate”), as Trustee of the CPH Trust, and James D. Packer (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to report an acquisition of Class A ordinary shares of the Issuer, par value $0.01 per share (the “Class A ordinary shares”) issuable upon conversion of Class B ordinary shares, par value $0.01 per share (the “Class B ordinary shares”), as a result of a corporate restructuring.
| Item 1 | Security and Issuer |
Class A ordinary shares, par value $0.01 per share.
Zhaopin Ltd (the “Issuer”)
5F, Shoukai Plaza
No.10 Furong Street Wangjing
Chaoyang District, Beijing 100020
People’s Republic of China
| Item 2 | Identity and Background |
| Name |
Address of Business/Principal Office |
Principal Business/Occupation |
Jurisdiction of Organization/Citizenship | |||
| Consolidated Press International Holdings Limited |
10 Petrona House Fowler Street Off East Bay Street City of Nassau Island of New Providence Commonwealth of Bahamas |
Holding strategic investments in a variety of industries worldwide |
Commonwealth of Bahamas | |||
| CPH Zhaopin Holdings Unit Trust | Level 3 54-58 Park Street Sydney NSW 2000 Australia |
Holding Issuer securities | Australia | |||
| Ridgegate Proprietary Limited | Level 3 54-58 Park Street Sydney NSW 2000 Australia |
Trustee of trusts holding strategic investments in a variety of industries worldwide | Australia | |||
| James D. Packer | c/o Consolidated Press Holdings Pty Limited Level 3 54-58 Park Street Sydney NSW 2000 Australia |
Executive Chairman of Consolidated Press Holdings Pty Limited |
Australia | |||
None of the Reporting Persons has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
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Information regarding the officers and directors of CPIH and Ridgegate is set forth on Annex A hereto.
The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is filed as Exhibit 99.1 hereto.
| Item 3 | Source and Amount of Funds or Other Considerations |
An indirect wholly-owned subsidiary of CPIH originally initially acquired the shares reported hereunder with its working capital. On December 18, 2014, the shares were transferred to CPH Trust as part of an internal corporate restructuring. The transfer was effected by a transfer of the shares to an indirect subsidiary of CPIH in exchange for shares in such subsidiary, and in turn, a transfer of the shares to other subsidiaries in exchange for shares or units of the entity receiving the contribution.
| Item 4 | Purpose of Transaction |
The Reporting Persons acquired shares of Class B ordinary shares of the Issuer as an investment in the regular course of their business.
The Reporting Persons intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations that the Reporting Persons deem material, the Reporting Persons may from time to time acquire additional Class A ordinary shares in the open market, block trades, negotiated transactions, or otherwise. The Reporting Persons may also dispose of all or a portion of the Issuer’s securities, in open market or privately negotiated transactions, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, in each case, subject to limitations under applicable law.
The Reporting Persons have not yet determined which, if any, of the above courses of action they may ultimately take. The Reporting Persons’ future actions with regard to the Issuer are dependent on their evaluation of the factors listed above, circumstances affecting the Issuer in the future, including prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above or otherwise.
Except as set forth above, the Reporting Persons have no plans or proposals with respect to the Issuer.
| Item 5 | Interest in Securities of the Issuer |
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of ordinary shares (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Class A ordinary shares as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
CPH Trust holds 16,666,666 Class B ordinary shares of the Issuer directly. The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis. CPH Trust is an indirect wholly-owned subsidiary of CPIH and James D. Packer is the ultimate controller of CPIH. As a result, each of CPIH and Mr. Packer may be deemed to beneficially own the 16,666,666 Class B ordinary shares held directly by CPH Trust, and the Class A ordinary shares issuable upon conversion thereof, and share voting and investment power over such shares. Mr. Packer, CPIH and each of his and its affiliated entities and the officers, partners, members, and managers thereof, other than CPH Trust and Ridgegate, disclaims beneficial ownership of the shares held directly by CPH Trust.
(c) The transfer was effected by a transfer of the shares by an indirect wholly-owned subsidiary of CPIH to an indirect subsidiary of CPIH in exchange for shares in such subsidiary, and in turn, a transfer of the shares to other subsidiaries in exchange for shares or units of the entity receiving the contribution.
(d) Not applicable.
7
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Not applicable.
| Item 7 | Materials to Be Filed as Exhibits |
| Exhibit | Description | |
| 99.1 | Joint Filing Agreement, dated as of December 18, 2014, by and between Consolidated Press International Holdings Limited, CPH Zhaopin Holdings Unit Trust, Ridgegate Proprietary Limited and Mr. James Packer. | |
| 99.2 | Power of Attorney. | |
8
Annex A
Directors and Executive Officers of Consolidated Press International Holdings Limited
| Name |
Address of Business/Principal Office |
Principal Business/Occupation |
Citizenship | |||
| James D. Packer | c/o Consolidated Press Holdings Pty Limited Level 3 54-58 Park Street Sydney NSW 2000 Australia |
Chairman of Consolidated Press Holdings Pty Limited |
Australia | |||
| Michael R. Johnston | c/o Consolidated Press Holdings Pty Limited Level 3 54-58 Park Street Sydney NSW 2000 Australia |
Finance Director of Consolidated Press Holdings Pty Limited |
Australia | |||
| Guy Jalland | c/o Consolidated Press Holdings Pty Limited Level 3 54-58 Park Street Sydney NSW 2000 Australia |
Executive of Consolidated Press Holdings Pty Limited |
Australia | |||
Directors and Executive Officers of Ridgegate Proprietary Limited
| Name |
Address of Business/Principal Office |
Principal Business/Occupation |
Citizenship | |||
| Michael R. Johnston | c/o Consolidated Press Holdings Pty Limited Level 3 54-58 Park Street Sydney NSW 2000 Australia |
Finance Director of Consolidated Press Holdings Pty Limited |
Australia | |||
| Guy Jalland | c/o Consolidated Press Holdings Pty Limited Level 3 54-58 Park Street Sydney NSW 2000 Australia |
Executive of Consolidated Press Holdings Pty Limited |
Australia | |||
None of the foregoing directors or executive officers of CPIH or Ridgegate beneficially own any Issuer Class A ordinary shares. None of the directors or executive officers of CPIH or Ridgegate has, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
10
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: December 18, 2014
| CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LIMITED | ||
| By: |
/s/ Michael R. Johnston | |
| Name: |
Michael R. Johnston | |
| Title: |
Director | |
| CPH ZHAOPIN HOLDINGS UNIT TRUST | ||
| By: Ridgegate Proprietary Limited, as Trustee | ||
| By: |
/s/ Michael R. Johnston | |
| Name: |
Michael R. Johnston | |
| Title: |
Director | |
| RIDGEGATE PROPRIETARY LIMITED | ||
| By: |
/s/ Michael R. Johnston | |
| Name: |
Michael R. Johnston | |
| Title: |
Director | |
| JAMES D. PACKER | ||
| * | ||
| * | The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Power of Attorney executed on behalf of Mr. Packer and filed herewith. |
| By: |
/s/ Michael R. Johnston | |
| Name: |
Michael R. Johnston | |
| Attorney-in-Fact |
11
Exhibit 99.1
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the ordinary shares beneficially owned by each of them, of Zhaopin Limited, a corporation organized and existing under the laws of the Cayman Islands. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 18th day of December, 2014.
| CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LIMITED | ||
| By: | /s/ Michael R. Johnston | |
| Name: | Michael R. Johnston | |
| Title: | Director | |
| CPH ZHAOPIN HOLDINGS UNIT TRUST | ||
| By: | Ridgegate Proprietary Limited, as Trustee | |
| By: | /s/ Michael R. Johnston | |
| Name: | Michael R. Johnston | |
| Title: | Director | |
| RIDGEGATE PROPRIETARY LIMITED | ||
| By: | /s/ Michael R. Johnston | |
| Name: | Michael R. Johnston | |
| Title: | Director | |
| JAMES D. PACKER | ||
| * | ||
| * | The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Power of Attorney executed on behalf of Mr. Packer and filed herewith. |
| By: | /s/ Michael R. Johnston | |
| Name: | Michael R. Johnston | |
| Attorney-in-Fact |
Exhibit 99.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael Johnston and Catherine Davies, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:
| (1) | execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of Zillow, Inc. and/or Zhaopin Limited (the “Companies”), (i) all forms and schedules in accordance with Section 13(d) or Section 13(g) of the Exchange Act and the rules thereunder, including all amendments thereto (a “Section 13 Schedule”, and collectively, the “Schedules”); |
| (2) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules, complete and execute any amendment or amendments thereto, and timely file such Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and |
| (3) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor are the Companies assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Companies, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of December, 2014.
| By: | /s/ James D. Packer | |
| James D. Packer |
2