-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BBRuL8mNKqV16MJtdGs4PzYr/emtqgZPYgaz6XXW6CPcflGXe9TSiSxhN6SaiqJO xSX9LsGD6YN4UVkw4zhI8g== 0000903423-09-000867.txt : 20091023 0000903423-09-000867.hdr.sgml : 20091023 20091023160325 ACCESSION NUMBER: 0000903423-09-000867 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091023 DATE AS OF CHANGE: 20091023 GROUP MEMBERS: ASHMORE CAYMAN SPC NO. 3 LIMITED GROUP MEMBERS: ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND GROUP MEMBERS: ASHMORE EMERGING MARKETS GLOBAL INVESTMENT PORTFOLIO LIMITED GROUP MEMBERS: ASHMORE GLOBAL OPPORTUNITIES LIMITED GROUP MEMBERS: ASHMORE GLOBAL SPECIAL SITUATIONS FUND 2 LIMITED GROUP MEMBERS: ASHMORE GLOBAL SPECIAL SITUATIONS FUND 3 LIMITED PARTNERSHIP GROUP MEMBERS: ASHMORE GLOBAL SPECIAL SITUATIONS FUND 4 LIMITED PARTNERSHIP GROUP MEMBERS: ASHMORE GLOBAL SPECIAL SITUATIONS FUND 5 LIMITED PARTNERSHIP GROUP MEMBERS: ASHMORE GROUP PLC GROUP MEMBERS: ASHMORE GROWING MULTI STRATEGY FUND LIMITED GROUP MEMBERS: ASHMORE INVESTMENTS (UK) LIMITED GROUP MEMBERS: ASHMORE MANAGEMENT COMPANY LIMITED GROUP MEMBERS: ASHMORE SICAV EMERGING MARKETS DEBT FUND GROUP MEMBERS: ASSET HOLDER PCC LIMITED GROUP MEMBERS: EMDCD LTD. GROUP MEMBERS: FCI LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEI CENTRAL INDEX KEY: 0001387685 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 980405613 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85052 FILM NUMBER: 091134709 BUSINESS ADDRESS: STREET 1: C/O AEI SERVICES LLC STREET 2: 700 MILAM, SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-345-5200 MAIL ADDRESS: STREET 1: C/O AEI SERVICES LLC STREET 2: 700 MILAM, SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: ASHMORE ENERGY INTERNATIONAL DATE OF NAME CHANGE: 20070124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHMORE INVESTMENT MANAGEMENT LTD CENTRAL INDEX KEY: 0001267311 IRS NUMBER: 000000000 FISCAL YEAR END: 0631 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 20 BEDFORDBURY CITY: LONDON STATE: X0 ZIP: WC2N 4BL SC 13D 1 aim-aei13d_1023.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_____________

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

AEI

(Name of Issuer)

ORDINARY SHARES

(Title of Class of Securities)

G01153 108

(CUSIP Number)

 

ASHMORE INVESTMENT MANAGEMENT LIMITED

61 Aldwych

London WC2B 4AE, United Kingdom

Attn: Craig Webster

+44 203 077 6000

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 9, 2009

 

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

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.

(Continued on following pages)

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE INVESTMENT MANAGEMENT LIMITED

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ENGLAND AND WALES

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

OO

 

 

 



 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE INVESTMENTS (UK) LIMITED

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ENGLAND AND WALES

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE GROUP PLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ENGLAND AND WALES

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

OO

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE MANAGEMENT COMPANY LIMITED

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

OO

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE CAYMAN SPC NO. 3 LIMITED ON BEHALF OF AND FOR THE ACCOUNT OF AEI SEGREGATED PORTFOLIO

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND 2 LIMITED

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

OO

 

 

 

 

 

 

 

 



 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND 3 LIMITED PARTNERSHIP

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

WC

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND 4 LIMITED PARTNERSHIP

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND 5 LIMITED PARTNERSHIP

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

OO

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

 

 

 



 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE SICAV EMERGING MARKETS DEBT FUND

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

LUXEMBOURG

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

OO

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE GLOBAL OPPORTUNITIES LIMITED

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASSET HOLDER PCC LIMITED IN RESPECT OF ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

 

 

 

 



 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

EMDCD LTD.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

 

 

 



 

 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE EMERGING MARKETS GLOBAL INVESTMENT PORTFOLIO LIMITED

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

 

 

 

 



 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

FCI LTD.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

 

 

 

 



 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE GROWING MULTI STRATEGY FUND LIMITED

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

n/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

 

OO

 

 

 

 

 

 

 

 



 

 

CUSIP No. G01153 108

13D

 

1.

NAMES OF REPORTING PERSONS

 

ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)x

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

 

OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

GUERNSEY

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

 

133,647,102

9.

SOLE DISPOSITIVE POWER

 

0

10.

SHARED DISPOSITIVE POWER

 

133,647,102

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,647,102

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

54.8%

14.

TYPE OF REPORTING PERSON

OO

 

 

 

 

 

 

 



 

 

SCHEDULE 13D

Item 1.

Security and Issuer

This Statement on Schedule 13D (this "Statement") relates to the Ordinary Shares, $0.002 par value per share (the "Shares") of AEI, a Cayman Islands exempted company (the "Issuer"). The Issuer's principal executive offices are located at Clifton House, 75 Fort Street, P.O. Box 190GT, George Town, Grand Cayman, Cayman Islands.

Item 2.

Identity and Background

Ashmore Investment Management Limited, ("AIML"), Ashmore Investments (UK) Limited ("AI(UK)L"), Ashmore Group plc ("Ashmore Group"), Ashmore Management Company Limited ("AMCL"), Ashmore Cayman SPC No. 3 Limited on behalf of and for the account of AEI Segregated Portfolio, ("ASP"), Ashmore Global Special Situations Fund 2 Limited ("GSSF2"), Ashmore Global Special Situations Fund 3 Limited Partnership ("GSSF3"), Ashmore Global Special Situations Fund 4 Limited Partnership ("GSSF4"), Ashmore Global Special Situations Fund 5 Limited Partnership ("GSSF5"), Ashmore SICAV Emerging Markets Debt Fund, ("SICAV"), Ashmore Global Opportunities Limited, ("AGOL"), Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio ("EMLIP"), EMDCD Ltd. ("EMDCD"), Ashmore Emerging Markets Global Investment Portfolio Limited ("EMGIP"), FCI Ltd. ("FCI"), Ashmore Growing Multi Strategy Fund Limited ("AGMSF") and Ashmore Emerging Markets Debt and Currency Fund ("AEMDC" and together with AIML, AI(UK)L, Ashmore Group, AMCL, ASP, GSSF2, GSSF3, GSSF4, GSSF5, SICAV, AGOL, EMLIP, EMDCD, EMGIP and FCI, the "Reporting Persons") are jointly filing this statement. A beneficial interest in AEI is held (indirectly) by the Guernsey Ashmore Funds (as defined below), GSSF3, GSSF4, GSSF5, ASP, AGOL, EMDCD, FCI, SICAV and AEMDC. Certain intermediate subsidiaries may be interposed between AEI and the Guernsey Ashmore Funds (as defined below), GSSF3, GSSF4, GSSF5, ASP, AGOL, EMDCD, FCI, SICAV and AEMDC. The Guernsey Ashmore Funds, GSSF3, GSSF4, GSSF5, ASP, AGOL, EMDCD, FCI, SICAV and AEMDC are managed by (as applicable) AIML, AI(UK)L, Ashmore Group and AMCL, as described below. The Reporting Persons have entered into a Joint Filing Agreement, dated October 23, 2009 (the “Joint Filing Agreement”), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this Statement and any amendments thereto jointly in accordance with the provisions on Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

The name, business address, present principal occupation or employment and certain other information relating to each of the directors, executive officers and partners (as applicable) of each of the Reporting Persons is set forth in Schedule A hereto, and is incorporated herein by reference.

 

During the last five years, none of the Reporting Persons have, nor to the best of the knowledge of any Reporting Person have any of the directors, executive officers or general or limited partners (as applicable) of any Reporting Person listed on Schedule A attached hereto, (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 U.S. federal or state securities laws or finding any violation with respect to such laws.

 

AIML

AIML is organized as a company in England and Wales and has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. AIML is a wholly-owned subsidiary of AI(UK)L. AIML is authorized and regulated by the UK Financial Services Authority pursuant to the Financial

 

 

 

 

 

 

 



 

Services and Markets Act 2000. AIML is a professional investment manager and provides investment management services with respect to the Guernsey Ashmore Funds, ASP, AGOL, GSSF3, GSSF4, GSSF5, FCI, EMDCD and SICAV.

 

AI(UK)L

AI(UK)L is a company organized in England and Wales. AI(UK)L has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. AI(UK)L is the parent company of AIML. AI(UK)L is an intermediate holding company and a wholly-owned subsidiary of Ashmore Group.

 

Ashmore Group

Ashmore Group, formerly Ashmore Group Limited, is organized as a company in England and Wales and has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. Other than its directors, executive officers and shareholders, there are no persons controlling or ultimately in control of Ashmore Group. Ashmore Group is a holding company and some of its subsidiaries provide management, investment management and advisory services to open and closed-ended investment funds, segregated accounts and other investment vehicles.

 

AMCL

AMCL is organized as a company in Guernsey, Channel Islands and has its principal office address at Arnold House, St. Julian’s Avenue, St. Peter Port, Guernsey GY1 3NF, Channel Islands. AMCL is licensed by the Guernsey Financial Services Commission (“GFSC”) as a Designated Manager pursuant to the Protection of Investors (Bailiwick of Guernsey) Law 1987 and is a wholly-owned subsidiary of AI(UK)L. AMCL is responsible for the overall management of GSSF2, EMLIP, EMGIP and AGMSF (the “Guernsey Ashmore Funds”) which are domiciled and regulated in Guernsey. AMCL has delegated investment management responsibility with respect to the Guernsey Ashmore Funds to AIML.

 

ASP

ASP is a Cayman Islands segregated portfolio company and has its registered office at c/o International Management Services Ltd, Harbour Centre, 4th Floor, North Church Street, P.O. Box 61GT, George Town, Grand Cayman, Cayman Islands.

 

GSSF2

GSSF2 is part of a series of dedicated global special situations funds set up for investments in special situations in emerging market countries and to extract value from specific corporate restructurings. GSSF2 is an open-ended investment company registered with limited liability in Guernsey, Channel Islands, and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL. GSSF2 has been authorized by the GFSC as a Class B Collective Investment Scheme.

 

GSSF3

GSSF3 is part of a series of dedicated global special situations funds set up for investments in special situations in emerging market countries and to extract value from specific corporate restructurings. GSSF3 is a Guernsey domiciled limited partnership in Guernsey, Channel Islands, and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL.

 

GSSF4

GSSF4 is part of a series of dedicated global special situations funds set up for investments in special situations in emerging market countries and to extract value from specific corporate restructurings. GSSF4 is a Guernsey domiciled limited partnership in Guernsey, Channel Islands, and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL.

 

 

 

 

 

 

 



 

 

GSSF5

GSSF5 is part of a series of dedicated global special situations funds set up for investments in special situations in emerging market countries and to extract value from specific corporate restructurings. GSSF5 is a Guernsey domiciled limited partnership in Guernsey, Channel Islands, and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL.

 

EMLIP

EMLIP is a protected cell (segregated class of shares) of Asset Holder PCC Limited (a protected cell company) registered in Guernsey, Channel Islands, and has its registered office at Arnold House, St. Julian’s Avenue, St. Peter Port, Guernsey G1Y 3NF, Channels Islands. EMLIP has been authorized by the GFSC as a Class B Collective Investment Scheme.

 

EMGIP

EMGIP is a Guernsey incorporated company, authorised by the GFSC as a Class B Collective Investment Scheme and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL.

 

 AGOL

AGOL is a closed ended investment company incorporated and registered in Guernsey and listed on the London Stock Exchange. AGOL has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL.

 

AGMSF

AGMSF is Guernsey incorporated company, authorised by the GFSC as a Class B Collective Investment Scheme and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL.

 

EMDCD

EMDCD is a Cayman Islands exempted company and has its registered office at c/o International Management Services Ltd, Harbour Centre, 4th Floor, North Church Street, P.O. Box 61GT, George Town, Grand Cayman, Cayman Islands.

 

FCI

FCI is a Cayman Islands exempted company and has its registered office at c/o International Management Services Ltd, Harbour Centre, 4th Floor, North Church Street, P.O. Box 61GT, George Town, Grand Cayman, Cayman Islands.

 

SICAV

SICAV is a sub-fund of Ashmore SICAV, an open-ended investment company, organised as a societe anonyme qualifying as a societe d’investissement a capital variable under the laws of the Grand-Duchy of Luxembourg. Its registered office is at Rose des Ventes, 4th Floor, 16, rue Erasme, Luxembourg.

 

AEMDC

AEMDC is a Guernsey incorporated company, authorised by the GFSC as a Class B Collective Investment Scheme and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3GL.

 

Item 3. Source and Amount of Funds or Other Considerations.

 

 

 

 

 

 

 



 

 

Prior to October 9, 2009 the Reporting Persons beneficially owned 133,147,102 Shares in the aggregate. On October 9, 2009, SICAV acquired 500,000 Shares from Black River Emerging Markets Credit Fund Ltd. pursuant to a Stock Purchase Agreement between the two parties (the “Stock Purchase Agreement” and such acquisition, the “Acquisition”) for cash from SICAV’s working capital. The description of the Stock Purchase Agreement in this Item 3 is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference. The information with respect to the amount of consideration paid by SICAV to make the Acquisition is omitted and filed separately as a confidential treatment request with the Securities and Exchange Commission. Such information is accordingly redacted from the attached Stock Purchase Agreement.

Item 4. Purpose of Transaction

The Reporting Persons acquired the Shares for investment purposes and, through representation on the Issuer’s board of directors, to influence the management policies of the Issuer with the aim of enhancing shareholder value.  

The Reporting Person will review from time to time the Issuer’s business affairs and financial position as well as general economic and industry conditions existing at the time.  Based on such evaluation and review, the Reporting Person may consider from time to time various alternative courses of action.  Such actions may include the acquisition or disposition of the Shares or other securities through open market transactions, privately negotiated transactions, a tender offer, an exchange offer or otherwise. The Reporting Persons intend to review its investments in the Issuer independently and on a regular basis and as a result thereof may at any time or from time to time, acquire additional securities of the Issuer or dispose of all or a portion of any securities of the Issuer in the open market or otherwise. Any such acquisition or disposition would be made in compliance with all applicable laws and regulations.

As previously disclosed on the Issuer’s Registration Statement on Form F-1, originally filed with the Securities and Exchange Commission on August 18, 2009 and as amended on September 23, 2009, October 7, 2009 and October 14, 2009 (the “F-1 Registration Statement”), the Issuer and certain shareholders of the Issuer plans to offer to sell to the public 50,000,000 Shares in the aggregate pursuant to the F-1 Registration Statement (such offering, the “IPO”). The Reporting Persons plan to offer 23,439,993 Shares in the aggregate pursuant to the IPO, which consists of 4,240,295 Shares directly beneficially owned by ASP, 8,096,173 Shares directly beneficially owned by GSSF2, 218,528 Shares directly beneficially owned by EMLIP, 3,623,823 Shares directly beneficially owned by EMDCD and 7,261,174 Shares directly beneficially owned by FCI.

The Second Amended and Restated Shareholders Agreement, dated May 9, 2008, among the Issuer and the shareholders of Issuer identified therein (the “Shareholders Agreement”), provides that at any general meeting of the shareholders involving the election of directors, each shareholder will (i) vote all Shares that it is entitled to vote to elect a member of the board of directors in accordance with the provision that the Reporting Persons will collectively be entitled to appoint all of the directors except for one director to be appointed by a certain other shareholder (referred therein as “Buckland”), and (ii) not vote to remove any director designated in accordance with the agreement except at the express written direction of the shareholder(s) that designated such director. The agreement also provides that any issuance of securities by the Issuer or sale of securities by a shareholder that is otherwise permitted under the agreement shall be subject to the condition that the transferee shall, upon consummation of such sale, if the transferee is not already a shareholder, execute an addendum to the agreement, agreeing to be bound by the terms of the agreement. Finally, under the terms of the agreement, the Reporting Persons, collectively, and Buckland each have rights of first refusal with respect to a proposed sale pursuant to

 

 

 

 

 

 

 



 

which the transferee would acquire more than 10% of the outstanding shares of the Issuer. The agreement will terminate upon consummation of the IPO. By the virtue of the Shareholders Agreement, the Reporting Persons may be deemed to have an indirect beneficial interest in those shares beneficially owned by shareholders of the Issuer other than the Reporting Persons. Neither the filing of this Statement, and any amendments thereto, nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owner of any of the Shares subject to the Shareholders Agreement held by persons other than the Reporting Persons for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.

The description of the Shareholder Agreement in this Item 4 is qualified in its entirety by reference to the full text of the Shareholder Agreement, a copy of which is attached as Exhibit 99.3 hereto and incorporated herein by reference.

Item 5.

Interests in Securities of the Issuer.

(a) - (b) As of October 23, 2009, the Reporting Persons may be deemed to have an indirect beneficial interest in 133,647,102 Shares of the Issuer, consisting of (i) 20,865,705 Shares directly beneficially owned by ASP, (ii) 13,169,905 Shares directly beneficially owned by GSSF2, (iii) 23,013,134 Shares directly beneficially owned by GSSF3, (iv) 10,977,303 Shares directly beneficially owned by GSSF4, (v) 1,000,000 Shares directly beneficially owned by GSSF5, (vi) 4,263,396 Shares directly beneficially owned by SICAV, (vii) 6,237,039 Shares directly beneficially owned by AGOL, (viii) 1,325,066 Shares directly beneficially owned by EMLIP, (ix) 5,091,645 Shares directly beneficially owned by EMDCD, (x) 1,435,248 Shares directly beneficially owned by EMGIP, (xi) 44,028,859 Shares directly beneficially owned by FCI, (xii) 1,005,938 Shares directly beneficially owned by AGMSF and (xiii) 1,233,864 Shares directly beneficially owned by AEMDC. This aggregate amount of Shares represents approximately 54.8% of the total outstanding Shares, based upon 244,117,724 Shares outstanding as of October 14, 2009, as reported in the F-1 Registration Statement.

 

(c) On August 28, 2009, GSSF4 converted all $10,922,888.89 of the Issuer’s 10% Subordinated PIK Notes due May 25, 2018 (the “Notes”) it held at the time into 676,674 Shares and SICAV converted all $44,739,025.34 of the Notes it held at the time into 2,763,395 Shares pursuant to the terms of an Option Agreement, dated as of February 25, 2009, between the Issuer and holders from time to time of the Notes (the “Option Agreement”), which provided the holders of Notes with options to convert their Notes into Shares. On October 1, 2009, AEMDC converted all $19,976,099.86 of the Notes it held at the time into 1,233,863.62 Shares pursuant to the Option Agreement. Following such conversions, none of the Reporting Persons own any Notes or other rights to receive additional Shares. The description of the Option Agreement in this Item 5(c) is qualified in its entirety by reference to the full text of the Option Agreement, a copy of which is attached as Exhibit 99.4 hereto and incorporated herein by reference.

Except as described in this Statement, there have been no transactions in the Shares effected by the Reporting Persons or, to the best of the Reporting Persons' knowledge, any person identified on Schedule I hereto, during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

 

 

(e)

Not applicable.

 

 

 

 

 

 

 

 



 

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The description of the Joint Filing Agreement in Item 2 above is incorporated by reference herein.

The description of the Shareholders Agreement in Item 4 above is incorporated by reference herein.

The Amended and Restated Registration Rights Agreement dated December 29, 2006 (“Registration Rights Agreement”) provides the holders of the Shares who are parties to the agreement with certain rights to require the Issuer to register their Shares for resale under the Securities Act of 1933, as amended. Pursuant to the Registration Rights Agreement, if the Issuer receives, (i) at any time six months after the effective date of its initial public offering, a written request from Investors holding 10% or more of the Shares subject to the Registration Rights Agreement or (ii) if a public offering has not previously occurred, at any time after May 25, 2009, a written request from holders of a majority of the outstanding Shares not owned by the Reporting Persons or their affiliates, the Issuer is required to file a registration statement under the Securities Act in order to register the resale of the amount of Shares requested by such investors. The description of the Registration Rights Agreement in this Item 6 is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached as Exhibit 99.5 hereto and incorporated herein by reference.

Except as otherwise disclosed in this Statement, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between 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 agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies that have not previously been reported on this Statement.

 

Item 7.

Material to Be Filed as Exhibits.

Exhibit 99.1.

Joint Filing Agreement, attached hereto as Exhibit 99.1.

 

Exhibit 99.2.

Stock Purchase Agreement, attached hereto as Exhibit 99.2.

 

Exhibit 99.3.

Shareholders Agreement (incorporated by reference from Exhibit 4.9 to the Issuer’s Registration Statement on Form 20-F, as amended, filed with the Securities and Exchange Commission on March 27, 2009 (File No. 000-53606)).

 

Exhibit 99.4.

Option Agreement (incorporated by reference from Exhibit 10.9 to the F-1 Registration Statement, filed with the Securities and Exchange Commission on October 14, 2009 (File No. 333-161420))***.

 

Exhibit 99.5.

Registration Agreement (incorporated by reference from Exhibit 2.3 to the Issuer’s Registration Statement on Form 20-F, as amended, filed with the Securities and Exchange Commission on March 27, 2009 (File No. 000-53606)).

_______

*** Note: Confidential treatment has been requested with respect to certain information contained within the [***] marking in this Exhibit 99.4. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

 

 

 

 

 

 



 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Ashmore Investment Management Limited its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and all capacities any and all amendments to this Statement on Schedule 13D and to file these amendments and all exhibits to them with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do all other acts and execute all other documents that they, or any of them, deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person.

 

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.

 

Dated:

October 23, 2009

 

 

                                                                                                

ASHMORE GROUP PLC

 

By:      /s/ Craig Webster                                      

Name: Craig Webster

Title:   Authorized Signatory

 

 

 

ASHMORE INVESTMENT MANAGEMENT LIMITED

 

By:      /s/ Craig Webster                                      

Name: Craig Webster

Title:   Authorized Signatory

 

 

ASHMORE INVESTMENTS (UK) LIMITED

 

By:       /s/ Craig Webster                                      

Name: Craig Webster

Title:   Authorized Signatory

 

 

 

 

 

 

 

 



 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Ashmore Investment Management Limited its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and all capacities any and all amendments to this Statement on Schedule 13D and to file these amendments and all exhibits to them with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do all other acts and execute all other documents that they, or any of them, deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person.

 

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.

 

Dated:

October 23, 2009

 

                                                                                                

ASHMORE MANAGEMENT COMPANY LIMITED

 

By:       /s/ Victor Holmes                                                   

Name: Victor Holmes

Title:   Director

 

 

 

 

 

 

 

 



 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Ashmore Investment Management Limited its true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign in any and all capacities any and all amendments to this Statement on Schedule 13D and to file these amendments and all exhibits to them with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do all other acts and execute all other documents that they, or any of them, deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person.

 

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.

 

Dated:

October 23, 2009

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND

2 LIMITED

 

By: Northern Trust (Guernsey) Limited as custodian for

and on behalf of Ashmore Global Special Situations

Fund 2 Limited

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND

3 LIMITED PARTNERSHIP

 

By: Northern Trust (Guernsey) Limited as custodian for

and on behalf of Ashmore Global Special Situations

Fund 3 Limited Partnership

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND

4 LIMITED PARTNERSHIP

 

By: Northern Trust (Guernsey) Limited as custodian for

and on behalf of Ashmore Global Special Situations

Fund 4 Limited Partnership

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:   Authorised Signatory  Authorised Signatory

 

 

 

 

 

 



 

 

 

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND

5 LIMITED PARTNERSHIP

 

By: Northern Trust (Guernsey) Limited as custodian for a

nd on behalf of Ashmore Global Special Situations

Fund 5 Limited Partnership

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:   Authorised Signatory  Authorised Signatory

 

 

ASSET HOLDER PCC LIMITED IN RESPECT OF

ASHMORE EMERGING MARKETS LIQUID

INVESTMENT PORTFOLIO

 

By: Northern Trust (Guernsey) Limited as custodian for

and on behalf of Asset Holder PCC Limited in Respect

of Ashmore Emerging Markets Liquid Investment

Portfolio

 

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:   Authorised Signatory  Authorised Signatory

 

 

ASHMORE EMERGING MARKETS GLOBAL

INVESTMENT PORTFOLIO LIMITED

 

By: Northern Trust (Guernsey) Limited as custodian for

and on behalf of Ashmore Emerging Markets Global

Investment Portfolio Limited

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:   Authorised Signatory  Authorised Signatory

 

 

ASHMORE GROWING MULTI STRATEGY FUND

LIMITED

 

By: Northern Trust (Guernsey) Limited as custodian for a

nd on behalf of Ashmore Growing Multi Strategy Fund

Limited

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:   Authorised Signatory  Authorised Signatory

 

 

ASHMORE GLOBAL OPPORTUNITIES LIMITED

 

By: Northern Trust (Guernsey) Limited as custodian for

and on behalf of Ashmore Global Opportunities Limited

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:   Authorised Signatory  Authorised Signatory

 

 

ASHMORE EMERGING MARKETS DEBT AND

CURRENCY FUND

 

By: Northern Trust (Guernsey) Limited as custodian for a

nd on behalf of Ashmore Emerging Markets Debt and

Currency Fund

 

 

By:      /s/ Lucy Wallace            /s/ Sarah Brouard          

Name: Lucy Wallace                  Sarah Brouard

Title:   Authorised Signatory   Authorised Signatory

 

ASHMORE SICAV EMERGING MARKETS DEBT FUND

By: Northern Trust Global Services Limited, London
(Royaume-Uni) Luxembourg Branch
as custodian for
and on behalf of
Ashmore SICAV in respect of
Ashmore SICAV Emerging Markets Debt Fund

 

By:      /s/ Kim Martin                                                         

Name: Kim Martin

Title:   Vice President

 

 

EMDCD LTD.

 

By: Northern Trust Company, London Branch, as
custodian for and on behalf of
EMDCD Ltd.

 

By:      /s/ Kim Martin                                                         

Name: Kim Martin

Title:   Vice President

 

 

FCI LTD.

 

 

By:       /s/ Martin Lang                                          

Name: Martin Lang

Title:   Director

 

ASHMORE CAYMAN SPC NO. 3 LIMITED ON
BEHALF OF AND FOR THE ACCOUNT OF AEI
SEGREGATED PORTFOLIO

 

By:       /s/ Sarah Kelly                                          

Name: Sarah Kelly FCCA

Title:  Director

 

 

 

 

 

 

 

 

 

 



 

 

SCHEDULE A-1 

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE GROUP PLC

 

Name, Business Address and Citizenship

Position with Ashmore Group PLC

Principal Occupation (For Directors)

Mark Langhorn Coombs

61 Aldwych

London WC2B 4AE

England

 

United Kingdom

 

Director

Chief Executive Officer

Investment Management

Graeme Dell

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Chief Financial Officer

Chief Operating Officer

Financial and operations management

Michael Darcy Benson

61 Aldwych

London WC2B 4AE

England

 

United Kingdom

Non-executive director

Corporate advisory

 

Nicholas Charles Edward Land

61 Aldwych

London WC2B 4AE

England

 

United Kingdom

 

Non-executive director

 

Corporate advisory

 

Jonathan Asquith

61 Aldwych

London WC2B 4AE

England

 

United Kingdom

 

Non-executive director

 

Investment management

 

Melda Donnelly

61 Aldwych

London WC2B 4AE

England

 

 

Non-executive director

 

Investment management

Australia

 

 

 

 

 

 

A-1

 

 

 



 

 

SCHEDULE A-2

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE INVESTMENT MANAGEMENT LIMITED

 

Name, Business Address and Citizenship

Position with Ashmore Investment Management Limited

Principal Occupation (for Directors)

 

Mark Langhorn Coombs

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Managing Director

Investment management

Graeme Dell

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Chief Financial Officer, Chief Operating Officer

Financial and operations management

 

 

 

 

A-2

 

 

 



 

 

SCHEDULE A-3

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE INVESTMENTS (UK) LIMITED

 

Name, Business Address and Citizenship

Position with Ashmore Investments (UK) Limited

Principal Occupation (for Directors)

 

Mark Langhorn Coombs

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Managing Director

Investment management

Graeme Dell

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Chief Financial Officer, Chief Operating Officer

Financial and operations management

 

 

 

 

A-3

 

 

 



 

 

SCHEDULE A-4

DIRECTORS OF ASHMORE MANAGEMENT COMPANY LIMITED

 

Name, Business Address and Citizenship

Position with Ashmore Management Company Limited

Principal Occupation (for Directors)

 

Nigel Carey

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey

GY1 4BZ

 

United Kingdom

 

Director

Consultant, Carey Olsen

Victor Holmes

Northern Trust (Guernsey) Limited

Trafalgar Court,

Les Banques

St Peter Port,

Guernsey, GY1 3DA

 

United Kingdom

 

Director

CEO, Northern Trust Guernsey

John Roper

c/o PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

United Kingdom

 

Director

Retired

 

 

 

Note: This company does not have executive officers.

 

 

 

 

A-4

 

 

 



 

 

SCHEDULE A-5

DIRECTORS OF ASHMORE GLOBAL SPECIAL SITUATIONS FUND 2 LIMITED

 

Name, Business Address and Citizenship

Position with Ashmore Global Special Situations Fund 2 Limited

Principal Occupation (for Directors)

 

Ashmore Management Company Limited

Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

Guernsey

 

Director (corporate)

Management company

Martin Tully

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Head of Operations and Information Technology

 

Nigel Carey

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey

GY1 4BZ

 

United Kingdom

 

Director

Consultant, Carey Olsen

Note: This company does not have executive officers.

 

 

 

 

A-5

 

 

 



 

 

SCHEDULE A-6

DIRECTORS OF GENERAL PARTNER OF ASHMORE GLOBAL SPECIAL SITUATIONS FUND 3 LIMITED PARTNERSHIP

 

Name, Business Address and Citizenship/Place of Incorporation

Position with Ashmore Global Special Situations Fund 3 Limited Partnership

Principal Occupation (for Individuals)

 

Ashmore Management Company Limited

Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

Guernsey

 

Director (corporate)

Management company

Martin Tully

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Head of Operations and Information Technology

 

Nigel Carey

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey

GY1 4BZ

 

United Kingdom

 

Director

Consultant, Carey Olsen

Note: We cannot disclose the limited partners as it is confidential information. This partnership does not have executive officers.

 

 

 

A-6

 

 

 



 

 

SCHEDULE A-7

DIRECTORS OF GENERAL PARTNER OF ASHMORE GLOBAL SPECIAL SITUATIONS FUND 4 LIMITED PARTNERSHIP

 

Name, Business Address and Citizenship/Place of Incorporation

Position with Ashmore Global Special Situations Fund 4 Limited Partnership

Principal Occupation (for Individuals)

 

Ashmore Management Company Limited

Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

Guernsey

 

Director (corporate)

Management company

Martin Tully

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Head of Operations and Information Technology

 

Nigel Carey

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey

GY1 4BZ

 

United Kingdom

 

Director

Consultant, Carey Olsen

Note: We cannot disclose the limited partners as it is confidential information. This partnership does not have executive officers.

 

 

 

A-7

 

 

 



 

 

SCHEDULE A-8

DIRECTORS OF GENERAL PARTNER OF ASHMORE GLOBAL SPECIAL SITUATIONS FUND 5 LIMITED PARTNERSHIP

 

Name, Business Address and Citizenship/Place of Incorporation

Position with Ashmore Global Special Situations Fund 5 Limited Partnership

Principal Occupation (for Individuals)

 

Ashmore Management Company Limited

Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

Guernsey

 

Director (corporate)

Management company

Martin Tully

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Head of Operations and Information Technology

 

Nigel Carey

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey

GY1 4BZ

 

United Kingdom

 

Director

Consultant, Carey Olsen

Note: We cannot disclose the limited partners as it is confidential information. This partnership does not have executive officers.

 

 

 

 

 

 

 

 

A-8

 

 

 



 

 

SCHEDULE A-9

DIRECTORS OF ASSET HOLDER PCC LIMITED RE ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO

 

Name, Business Address and Citizenship

Position with Asset Holder PCC Limited Re Ashmore Emerging Markets Liquid Investment Portfolio

Principal Occupation (for Directors)

 

Ashmore Management Company Limited

Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

Guernsey

 

Director (corporate)

Management company

Note: This company does not have executive officers.

 

 

 

 

A-9

 

 

 



 

 

SCHEDULE A-10

DIRECTORS OF ASHMORE EMERGING MARKETS GLOBAL INVESTMENT PORTFOLIO LIMITED

 

Name, Business Address and Citizenship

Position with Ashmore Emerging Markets Global Investment Portfolio Limited

Principal Occupation (for Directors)

 

Ashmore Management Company Limited

Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

Guernsey

 

Director (corporate)

Management company

Martin Tully

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Head of Operations and Information Technology

 

Nigel Carey

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey

GY1 4BZ

 

United Kingdom

 

Director

Consultant, Carey Olsen

Note: This company does not have executive officers.

 

 

 

 

A-10

 

 

 



 

 

SCHEDULE A-11

DIRECTORS OF ASHMORE GROWING MULTI STRATEGY FUND LIMITED

 

Name, Business Address and Citizenship

Position with Ashmore Growing Multi Strategy Fund Limited

Principal Occupation (for Directors)

 

Ashmore Management Company Limited

Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

Guernsey

 

Director (corporate)

Management company

Martin Tully

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Head of Operations and Information Technology

 

Nigel Carey

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey

GY1 4BZ

 

United Kingdom

 

Director

Consultant, Carey Olsen

Note: This company does not have executive officers.

 

 

 

 

A-11

 

 

 



 

 

SCHEDULE A-12

DIRECTORS OF ASHMORE SICAV (COVERING ASHMORE SICAV EMERGING MARKETS DEBT FUND, A SUB-FUND OF ASHMORE SICAV)

 

Name, Business Address and Citizenship

Position with Ashmore SICAV

Principal Occupation (for Directors)

 

Martin Tully

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Head of Operations and Information Technology

 

Claude Kremer

14, rue Erasme

B.P. 39

L-2010

Luxembourg

 

Luxembourg

 

Director

Partner, Arendt & Medernach

Ian Baillie

Rose des Vents, 4th Floor

16, rue Erasme

L-1468

Luxembourg

 

United Kingdom

 

Director

Senior Vice President, Northern Trust, Luxembourg

Note: This company does not have executive officers.

 

 

 

 

A-12

 

 

 



 

 

SCHEDULE A-13

DIRECTORS OF ASHMORE GLOBAL OPPORTUNITIES LIMITED

 

 

Name, Business Address and Citizenship

 

 

John Roper

c/o PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

United Kingdom

 

Graeme Dell

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Jonathan Agnew

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

George Grunebaum

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Nigel de la Rue

c/o PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3DA

 

United Kingdom

 

 

Position with Ashmore Global Opportunities Limited  

Director

 

 

 

 

 

Director

 

 

 

 

 

 

Director

 

 

 

 

 

 

Director

 

 

 

 

 

 

Director

Principal Occupation (for Directors)

 

 

 

Retired

 

 

 

 

 

 

 

 

Financial and operations management

 

 

 

 

 

 

Investment Manager

 

 

 

 

 

 

Investment Manager

 

 

 

 

 

 

Investment Manager

 

 

 

Note: This company does not have executive officers.

 

 

 

A-13

 

 

 



 

 

SCHEDULE A-14

DIRECTORS OF EMDCD LTD.

 

 

Name, Business Address and Citizenship

 

 

Leonardo Rodriguez

425 Park Avenue

New York, NY 10022

United States

 

United States

 

Amy Soviero

425 Park Avenue

New York, NY 10022

United States

 

United States

 

Position with EMDCD Ltd.  

 

 

Director

 

 

 

 

 

 

Director

Principal Occupation (for Directors)

 

 

 

Employee of Citibank

 

 

 

 

 

 

Employee of Citibank

 

Note: This company does not have executive officers.

 

 

 

A-14

 

 

 



 

 

SCHEDULE A-15

DIRECTORS OF ASHMORE CAYMAN SPC NO.3 LIMITED ON BEHALF OF AND FOR THE ACCOUNT OF AEI SEGREGATED PORTFOLIO

 

 

Name, Business Address and Citizenship

 

 

 

 

Sarah Kelly

PO Box 61

Harbour Centre, 4th Floor

George Town,

Grand Cayman KY101102

Cayman Islands

 

United Kingdom

 

Craig Webster

61 Aldwych

London WC2B 4AE

England

 

United Kingdom

 

Chris Bowring

PO Box 61

Harbour Centre, 4th Floor

George Town,

Grand Cayman KY101102

Cayman Islands

 

United Kingdom

Position with Ashmore Cayman SPC No. 3 Limited on Behalf of and for the Account of AEI Segregated Portfolio  

 

 

 

Director

 

 

 

 

 

 

 

 

Director

 

 

 

 

 

 

 

 

Director

Principal Occupation (for Directors)

 

 

 

 

 

 

 

 

Independent Board Member for several companies

 

 

 

 

 

 

 

Independent Board Member for several companies

 

 

 

 

 

 

 

Independent Board Member for several companies

 

Note: This company does not have executive officers.

 

 

 

A-15

 

 

 



 

 

SCHEDULE A-16

DIRECTORS OF FCI LTD.

 

Name, Business Address and Citizenship

 

Martin Lang

PO Box 61

Harbour Centre, 4th Floor

George Town,

Grand Cayman KY101102

Cayman Islands

 

United Kingdom

 

Chris Bowring

PO Box 61

Harbour Centre, 4th Floor

George Town,

Grand Cayman KY101102

Cayman Islands

 

United Kingdom

 

Craig Webster

61 Aldwych

London WC2B 4AE

England

 

United Kingdom

 

Position with FCI Ltd.  

 

 

 

Director

 

 

 

 

 

 

 

 

Director

 

 

 

 

 

 

 

Director

 

Principal Occupation (for Directors)

 

 

 

Investment Manager

 

 

 

 

 

 

 

 

Independent Board Member for several companies

.

 

 

 

 

 

 

 

 

 

 

 

Independent Board Member for several companies

 

Note: This company does not have executive officers.

 

 

 

A-16

 

 

 



 

 

SCHEDULE A-17

DIRECTORS OF ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND

 

Name, Business Address and Citizenship

Position with Ashmore Emerging Markets Debt and Currency Fund

Principal Occupation (for Directors)

 

Nigel Carey

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey

GY1 4BZ

 

United Kingdom

 

Director

Consultant, Carey Olsen

Martin Tully

61 Aldwych

London WC2B 4AE England

 

United Kingdom

 

Director

Head of Operations and Information Technology

 

 

Note: this company does not have executive officers.

 

 

 

 

A-17

 

 

 

 

 

EX-99.1 2 ex-991.htm

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) 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 Statement on Schedule 13D and any amendments to it with respect to the 133,647,102 Ordinary Shares, par value $0.002 per share, of AEI, and further agree that this Joint Filing Agreement be included as an Exhibit to those joint filings.

[Signature Page Follows]

 

 

 

 

 

 

 



 

 

In witness whereof, the undersigned hereby execute this Amendment this 23rd day of October, 2009.

                                                                                            

 

 

ASHMORE GROUP PLC

 

By:       /s/ Craig Webster                                      

Name: Craig Webster

Title:   Authorized Signatory

 

 

 

ASHMORE INVESTMENT MANAGEMENT LIMITED

 

By:       /s/ Craig Webster                                      

Name: Craig Webster

Title:   Authorized Signatory

 

 

 

ASHMORE INVESTMENTS (UK) LIMITED

 

By:       /s/ Craig Webster                                      

Name: Craig Webster

Title:   Authorized Signatory

 

 

                                                                                                

ASHMORE MANAGEMENT COMPANY LIMITED

 

By:       /s/ Victor Holmes                                                   

Name: Victor Holmes

Title:   Director

 

 

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND
2 LIMITED

 

By: Northern Trust (Guernsey) Limited as custodian for
and on behalf of
Ashmore Global Special Situations
Fund 2 Limited

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

 

 

 

 

 

 

 

 

 



 

 

 

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND
3 LIMITED PARTNERSHIP

 

By: Northern Trust (Guernsey) Limited as custodian for
and on behalf of
Ashmore Global Special Situations
Fund 3 Limited Partnership

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND
4 LIMITED PARTNERSHIP

 

By: Northern Trust (Guernsey) Limited as custodian for
and on behalf of
Ashmore Global Special Situations
Fund 4 Limited Partnership

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

ASHMORE GLOBAL SPECIAL SITUATIONS FUND
5 LIMITED PARTNERSHIP

 

By: Northern Trust (Guernsey) Limited as custodian for
and on behalf of
Ashmore Global Special Situations
Fund 5 Limited Partnership

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

 

ASSET HOLDER PCC LIMITED IN RESPECT OF
ASHMORE EMERGING MARKETS LIQUID
INVESTMENT PORTFOLIO

 

By: Northern Trust (Guernsey) Limited as custodian for
and on behalf of
Asset Holder PCC Limited in Respect
of Ashmore Emerging Markets Liquid Investment
Portfolio

 

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

ASHMORE EMERGING MARKETS GLOBAL
INVESTMENT PORTFOLIO LIMITED

 

By: Northern Trust (Guernsey) Limited as custodian for
and on behalf of
Ashmore Emerging Markets Global
Investment Portfolio Limited

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

 

ASHMORE GROWING MULTI STRATEGY FUND LIMITED

 

By: Northern Trust (Guernsey) Limited as custodian for
and on behalf of
Ashmore Growing Multi Strategy Fund
Limited

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

 

ASHMORE GLOBAL OPPORTUNITIES LIMITED

 

By: Northern Trust (Guernsey) Limited as custodian fo
r and on behalf of
Ashmore Global Opportunities Limited

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory

 

 

ASHMORE EMERGING MARKETS DEBT AND
CURRENCY FUND

 

By: Northern Trust (Guernsey) Limited as custodian for
and on behalf of
Ashmore Emerging Markets Debt and
Currency Fund

 

 

By:      /s/ Lucy Wallace           /s/ Sarah Brouard          

Name: Lucy Wallace                Sarah Brouard

Title:  Authorised Signatory   Authorised Signatory 

 

ASHMORE SICAV EMERGING MARKETS DEBT
FUND

By: Northern Trust Global Services Limited, London
(Royaume-Uni) Luxembourg Branch
as custodian for
and on behalf of
Ashmore SICAV in respect of
Ashmore SICAV Emerging Markets Debt Fund

 

By:       /s/ Kim Martin                                          

Name: Kim Martin

Title:   Vice President

 

 

EMDCD LTD.

 

By: Northern Trust Company, London Branch, as
custodian for and on behalf of
EMDCD Ltd.

 

By:       /s/ Kim Martin                                          

Name: Kim Martin

Title:   Vice President

 

 

FCI LTD.

 

 

By:       /s/ Martin Lang                                          

Name: Martin Lang

Title:   Director

 

 

ASHMORE CAYMAN SPC NO. 3 LIMITED ON
BEHALF OF AND FOR THE ACCOUNT OF AEI
SEGREGATED PORTFOLIO

 

By:       /s/ Sarah Kelly                                          

Name: Sarah Kelly FCCA

Title:  Director

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.2 3 ex-992.htm

Exhibit 99.2

 

_____________________________________________________________________

CONFIDENTIAL TREATMENT REQUESTED

 

STOCK PURCHASE AGREEMENT

 

by and between

 

Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Debt Fund

 

and

 

Black River Emerging Markets Credit Fund Ltd.

 

9 October, 2009

 

_____________________________________________________________________

 

 



 

 

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “Agreement”), effective as of 9 October 2009, by and between Black River Emerging Markets Credit Fund Ltd. (“Black River”), and Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Debt Fund (“Ashmore”). Capitalized terms used herein shall have the meanings set forth in Section 1.

RECITALS

WHEREAS, Black River holds certain ordinary shares of the capital stock, par value US$0.002 per share (the “AEI Ordinary Shares”), of AEI, a Cayman Islands exempted company (“AEI”); and

WHEREAS, in accordance with the terms and subject to the conditions set forth herein, Black River desires to sell, assign and transfer, or cause to be sold, assigned and transferred 500,000 AEI Ordinary Shares (the “AEI Shares”) to Ashmore (or its nominee or assignee), and Black River desires to purchase such AEI Shares.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

SECTION 1

 

CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the respective meanings set forth below:

AEI” shall have the meaning set forth in the Recitals.

AEI Ordinary Shares” shall have the meaning set forth in the Recitals.

AEI Shares” shall have the meaning set forth in the Recitals.

Affiliate” means, with respect to a given Person (in this definition, the “Relevant Person”), any Person who (a) directly or indirectly, Controls, or is Controlled by, or is under a common Control with, the Relevant Person or (b) from time to time, is managed by (i) the same investment manager as the Relevant Person is managed by, or (ii) an investment manager that is Controlled by the same Person that Controls the Relevant Person; provided, that for the avoidance of doubt, neither Black River nor Ashmore shall be deemed to be an Affiliate of AEI for purposes of this Agreement solely as a result of any board seat or other contractual “protection rights,” each as provided in the Shareholders Agreement. As used in this definition, “Control,” “Controlling” and “Controlled” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

Agreement” shall have the meaning set forth in the heading to this Agreement.

 

 

 

1

 

 



 

 

Anti-Money Laundering Laws” means, collectively, (i) the USA Patriot Act of 2001 (Pub. L. No. 107-56), as amended and reauthorized, and (ii) any other Law of any relevant jurisdiction having the force of law and relating to anti-money laundering.

Approval” means any approval, authorization, consent, qualification, permit, license, franchise, clearance, Order or registration, or any extension, modification, amendment or waiver of any of the foregoing, required to be obtained from, or notice required to be given to, any Governmental Entity.

Ashmore” shall have the meaning set forth in the heading to this Agreement.

Ashmore Fund” shall have the meaning set forth in the Shareholders Agreement.

Black River” shall have the meaning set forth in the heading to this Agreement.

Business Day” means a day (other than Saturday or Sunday) on which commercial banks are open for business in London, England and New York, New York and Singapore.

Capital Securities” shall have the meaning set forth in the Shareholders Agreement.

Closing” shall have the meaning set forth in Section 2.1(b).

Contract” means any binding written agreement, bond, commitment, indenture, lease, instrument or obligation.

Control” shall have the meaning set forth in the definition of Affiliate.

Governmental Entity” means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, multinational or supranational, domestic or foreign, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority that has, in each case, jurisdiction over the matter in question.

Law/Laws” means any constitutional provision, statute, law, rule, ordinance, regulation, treaty, code, executive order or interpretation of any Governmental Entity and any Order.

Lien” means any lien, pledge, charge, mortgage, hypothecation, deed of trust, security interest, or other encumbrance or restriction on title.

OFAC List” means the Specially Designated Nationals and Blocked Persons List, as published by the United States Department of the Treasury Office of Foreign Asset Control from time to time, and available on the Internet at the following website: http://www.treas.gov/offices/enforcement/ofac/ sdn/index.html or any official successor website.

Order” means any binding and enforceable decree, injunction, judgment, order, ruling, assessment, stipulation, determination or writ issued by or agreement entered into with a Governmental Entity (whether preliminary or final).

Organizational Documents” means, with respect to any Party, as applicable, the certificate of incorporation, articles of incorporation, memorandum and articles of association, certificate of formation, by-laws, articles of organization, limited liability company agreement, limited partnership agreement, formation agreement, joint venture agreement, general partnership agreement or other similar

 

 

 

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organizational documents of such Person, together with any shareholder agreement, voting agreement or similar agreement among two or more of the equity owners of any such entity.

Parties” means Black River and Ashmore.

Person” means any natural person, association, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, joint venture, trust or any other entity, organization or Governmental Entity.

Purchase Price” means US$ [***](equivalent to US$ [***]).

Purchaser Excluded Information” shall have the meaning set forth in Section 4.6.

Registration Rights Agreement” shall mean the Amended and Restated Registration Rights Agreement, dated as of December 29, 2006, by and among AEI and the shareholders of AEI party thereto, as the same may be amended, supplemented, replaced or restated from time to time.

Relevant Person” shall have the meaning set forth in the definition of Affiliate.

Regulation S” means Regulation S adopted by the Securities and Exchange Commission under the Securities Act.

Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Seller Excluded Information” shall have the meaning set forth in Section 3.6.

Shareholders Agreement” shall mean the Second Amended and Restated Shareholders Agreement, dated as of May 9, 2008, by and among AEI and the shareholders of AEI party thereto, as the same may be amended, supplemented, replaced or restated from time to time.

SECTION 2

 

SALE AND PURCHASE; CLOSING

 

2.1

Sale and Purchase.

(a)           Subject to the terms and conditions of this Agreement, Ashmore agrees to pay the Purchase Price to Black River (or its nominee or assignee) on the date hereof (“Closing”) in immediately available funds, in Dollars, by wire transfer to the following bank account:

Bank Name:  JP Morgan Chase Bank N.A., New York (CHASUS33)

Beneficiary:  Black River Emerging Markets Credit Fund Ltd.

Account:  741404966

ABA:  021000021

Ref: AEI Sale

 

_______

*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

 

 

 

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and, in consideration thereof and on receipt of the aforesaid funds, Black River agrees to sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Ashmore at Closing, free and clear of all Liens (but subject to any applicable limitations and restrictions under the Shareholders Agreement), all of Black River’s right, benefit, title and interest in, to and under the AEI Shares

 

2.2

Closing Deliveries.

At the Closing and in the following order, (i) Black River shall take all actions necessary to transfer, or cause to be transferred, to Ashmore, title to the AEI Shares, free and clear of all Liens (but subject to any applicable limitations and restrictions under the Shareholders Agreement), including notifying AEI of the transfer of the AEI Shares to Ashmore and delivering to AEI with a copy to Ashmore the Share Transfer Certificate (substantially in the form of Exhibit A) executed by it with the necessary medallion guarantee stamp affixed thereto; (ii) the registration by AEI or its transfer agent of Ashmore as the owner of the AEI Shares in AEI’s register of members shall occur; and (iii) Ashmore shall pay the Purchase Price to Black River (or its nominee) to the account set out in clause 2.1(a) above.

SECTION 3

 

REPRESENTATIONS AND WARRANTIES OF BLACK RIVER

Black River hereby represents and warrants to Ashmore as follows:

 

3.1

Organization and Related Matters.

(a)           Black River is duly organized and validly existing under the Laws of its jurisdiction of organization and has all requisite power and authority to own, license, use, lease and operate its assets and properties and to carry on its business.

 

3.2

Authorization; No Conflicts.

(a)           Black River has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Black River and the consummation of the transactions contemplated hereby have been, duly and validly authorized by all necessary corporate action on the part of Black River. This Agreement has been duly executed and delivered by Black River and constitutes a legally valid and binding obligation of Black River enforceable against Black River in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.

(b)           The execution, delivery and performance by Black River of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which it is a party or by which its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to it or by which its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby.

 

 

 

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(c)           No Approval by Black River is necessary to be obtained or made by in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

3.3          Title. Black River has good and valid title to, and is the lawful record and beneficial owner of the AEI Shares, free and clear of any Lien (except for any applicable limitations and restrictions under the Shareholders Agreement). Upon delivery of the Share Transfer Certificate by Black River to Ashmore in the manner contemplated in Section 2.2, and the registration by AEI or its transfer agent of Ashmore as the owner of the AEI Shares in AEI’s register of members, Ashmore will acquire beneficial and legal title to such Shares, free and clear of all Liens except for restrictions on transfer under federal and state securities Laws, Liens created by Black River and any applicable limitations and restrictions under the Shareholders Agreement.

3.4          Compliance. Black River and its Affiliates are in compliance in all material respects with the applicable requirements of the Anti-Money Laundering Laws. Neither Black River nor any of Black River’s directors or executive officers is a Person included on the OFAC List.

3.5          Litigation. There is no action, suit, investigation (including any governmental or regulatory investigation or inquiry) or proceedings pending against, or to the knowledge of Black River threatened against or affecting, Black River, its Affiliates or any of their respective properties (including the AEI Shares) by or before any arbitrator or any Governmental Entity in connection with the transfer of the AEI Shares pursuant hereto which challenges or seeks to, or would otherwise reasonably be expected to prevent, enjoin or materially impair Black River’s ability to consummate the transactions contemplated by this Agreement or Black River’s performance of its obligations under this Agreement

3.6          Possession of Information. Black River acknowledges that (i) Ashmore currently may have, and later may come into possession of, information with respect to the AEI Shares and AEI that is not known to Black River and that may be material to a decision to sell the AEI Shares (“Seller Excluded Information”), (ii) Black River has determined to sell the AEI Shares notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) Ashmore shall have no liability to Black River and Black River waives and releases any claims that it might have against Ashmore whether under applicable securities laws or otherwise, with respect to the nondisclosure of Seller Excluded Information in connection with the transactions contemplated under this Agreement.

3.7          No Other Representations. Except as expressly provided above, or elsewhere in this Agreement, Black River does not make, and Black River hereby expressly disclaims, any representation or warranty to Black River of any kind or nature, written or oral, statutory, express or implied. Without limiting the generality of the foregoing, except as expressly provided above or elsewhere in this Agreement, Black River does not make, and hereby expressly disclaims, any representation or warranty to Black River of any kind or nature, written or oral, statutory, express or implied, as to (i) the condition, value or quality of AEI’s assets, (ii) the prospects (financial and otherwise), risks and other incidents of AEI’s assets or business or (iii) any other matters of any nature whatsoever arising out of or relating to this Agreement and the transactions contemplated hereby.

 

 

 

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SECTION 4

 

REPRESENTATIONS AND WARRANTIES OF ASHMORE

Ashmore hereby represents and warrants to Black River as follows:

 

4.1

Organization and Related Matters.

(a) Ashmore is duly organized and validly existing under the Laws of its jurisdiction of organization, and has all requisite power and authority to own, license, use, lease and operate its assets and properties and to carry on its business.

 

 

4.2

Authorization; No Conflicts.

(a)           Ashmore has the necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Ashmore and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Ashmore. This Agreement has been duly executed and delivered by Ashmore and constitutes a legally valid and binding obligation of Ashmore enforceable against Ashmore in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles.

(b)           The execution, delivery and performance by Ashmore of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, its Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which it is a party or by which its assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to it or by which its assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Agreement (including any Exhibit hereto) or to consummate the transactions contemplated hereby.

(c)           No Approval by Ashmore is necessary to be obtained or made by in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

4.3          Compliance. Ashmore and its Affiliates are in compliance in all material respects with the applicable requirements of the Anti-Money Laundering Laws. Neither Ashmore nor any of Ashmore’s partners is a Person included on the OFAC List.

4.4          Non-U.S. Person. Ashmore is not a U.S. Person as such term is defined in Regulation S under the Securities Act.

4.5          Inspections. Ashmore is an informed and sophisticated purchaser (particularly in respect to transactions of the sort contemplated pursuant to this Agreement) and has engaged expert advisors, experienced in the evaluation and purchase of securities and investments such as the AEI Shares as contemplated hereunder. Ashmore has undertaken such investigation and has been provided with and has

 

 

 

6

 

 



 

evaluated such documents and information it has deemed necessary to enable it to make an informed investment decision with respect to the execution, delivery and performance of this Agreement.

4.6          Possession of Information. Ashmore acknowledges that (i) Black River currently may have, and later may come into possession of, information with respect to the AEI Shares and AEI that is not known to Ashmore and that may be material to a decision to purchase the AEI Shares (“Purchaser Excluded Information”), (ii) Ashmore has determined to purchase the AEI Shares notwithstanding its lack of knowledge of the Purchaser Excluded Information and (iii) Black River shall have no liability to Ashmore, and Ashmore waives and releases any claims that it might have against Black River whether under applicable securities laws or otherwise, with respect to the nondisclosure of Purchaser Excluded Information in connection with the transactions contemplated under this Agreement.

4.7          Restricted Securities. Ashmore understands that the AEI Shares have not been registered under the Securities Act or the securities or blue sky Laws of any State of the United States or any other jurisdiction. Ashmore such knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of holding the AEI Shares and has the capacity to protect its own interests. Ashmore is able to bear the economic risk of its investment in the AEI Shares indefinitely. Ashmore is acquiring the AEI Shares for its own account for investment only, and not with a view towards a distribution thereof in violation of the Securities Act or for onward resale during the six month period from Closing. Ashmore is an accredited investor within the meaning of Regulation D under the Securities Act.

4.8          No Public Market. Ashmore understands that no public market now exists for any of the shares in AEI’s capital, and that Ashmore has made no assurances that a public market will ever exist for such shares.

4.9          No Other Representations. Except as expressly provided above, or elsewhere in this Agreement, Ashmore does not make, and Ashmore hereby expressly disclaims, any representation or warranty to Ashmore of any kind or nature, written or oral, statutory, express or implied. Without limiting the generality of the foregoing, except as expressly provided above or elsewhere in this Agreement, Ashmore does not make, and hereby expressly disclaims, any representation or warranty to Ashmore of any kind or nature, written or oral, statutory, express or implied, as to any other matters of any nature whatsoever arising out of or relating to this Agreement and the transactions contemplated hereby.

SECTION 5

 

MISCELLANEOUS

5.1          Survival. All of the representations and warranties contained in Sections 3 and 4 of this Agreement shall survive the execution and delivery hereof and the consummation of the transactions contemplated hereby.

5.2          Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when two or more counterparts have been signed by each of the Parties and delivered (including by facsimile) to the other Party.

 

 

 

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5.3

Governing Law and Jurisdiction.

(a)           This agreement shall be governed by English law. Each of the parties hereby irrevocably and unconditionally submits to the jurisdiction of the courts of England.

(b)           To the extent that any Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Party hereby irrevocably waives such immunity in respect of its obligations with respect to this Agreement.

5.4          Entire Agreement. This Agreement, and the Exhibits hereto, contain the entire agreement among the Parties with respect to the subject matter hereof and there are no agreements, understandings, representations or warranties between the Parties other than those set forth or referred to herein.

5.5          Notices. All notices and other communications to be given to any Party shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or when received in the form of a telegram or facsimile and shall be directed to the address or facsimile number set forth below (or at such other address or facsimile number as such Party shall designate by like notice):

 

(a)

If to Black River:

Black River Emerging Markets Credit Fund Ltd.
c/o Black River Asset Management LLC
12700 Whitewater Dr.
Minnetonka, MN 55343
Attention : Vicki Beeth
Tel : +1 952 984 3678
Fax : +1 952 404 6029

 

With a copy to:

 

LaCrosse Global Fund Services LLC
3601 W. 76th St.
Edina, MN 55435
Attention : Margaret Qamoos
Tel : +1 952 857 4822
Fax : +1 952 404 6029

 

       
  (b)   If to Ashmore: Ashmore SICAV in respect of Ashmore SICAV Emerging
Markets Debt Fund
     
c/o Ashmore Investment Management Limited
61 Aldwych
London, WC2B 4AE
Attention: Paul Robinson
Telephone: +44 (0)20 3077 6107
Facsimile:   +44 (0)20 3077 6001

 

5.6          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided herein,

 

 

 

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no Party may delegate any or all of its obligations under this Agreement without the express prior written consent of each other Party; for the avoidance of doubt, nothing in this Section or elsewhere in this Agreement shall be construed to restrict in any way or otherwise affect each Party’s right to assign such Party’s rights, benefits and privileges (but not its obligations) under this Agreement.

5.7          Headings. The Section headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections contained herein mean Sections of this Agreement unless otherwise stated.

5.8          Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by the Parties. Any Party may, only by an instrument in writing, waive, only as to itself, compliance by the other Party with any term or provision of this Agreement on the part of such other Party to be performed or complied with. The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising or single or partial exercise of any right, power or remedy by any party, and no course of dealing between the Parties, shall constitute a waiver of any such right, power or remedy.

5.9          Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

5.10        Interpretation. The phrase “including” shall be deemed to be followed by “without limitation.” The words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular Section in which such words appear. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Except as otherwise expressly provided in this Agreement, all references to “US$” or “Dollars”, if any, shall be to the lawful currency of the United States. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.

5.11        Further Assurances. From time to time after the date hereof, without additional consideration, each of the Parties will (or, if appropriate, cause their subsidiaries or Affiliates to) execute and deliver such further instruments and take such other action as may be necessary to make effective the transactions contemplated by this Agreement.

5.12        Public Announcements. Except as otherwise required by applicable Law, no Party nor any of its respective Affiliates, agents or representatives, shall issue any press release or public statement concerning this Agreement or the transactions contemplated hereby, without obtaining the prior written approval of the other Party; provided, that if a press release or other public statement is required by applicable Law, the Party intending to make such release or statement shall give the other Party prior notice and shall use its reasonable efforts to consult with the other Party with respect to the text therein. Each Party also agrees to keep this Agreement and the transactions contemplated hereby confidential and only disclose the fact of this Agreement and the transactions contemplated hereby to its Affiliates, representatives and advisors who need to know such information.

 

 

5.13

Intentionally Deleted  

 

 

 

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5.14        Expenses. Each Party shall be responsible for all fees and expenses incurred by it with respect to this Agreement and the transactions contemplated hereby.

5.15        No Third-Party Beneficiary. This Agreement is solely for the benefit of the Parties and their respective permitted successors and assigns and no other Person shall have any rights or remedies hereunder.

5.16        Limitation Of Liability. Black River hereby acknowledges that Northern Trust Global Services Limited, London (Royaume-Uni) Luxembourg Branch is executing this Agreement in its capacity as custodian to Ashmore and further agrees that all liabilities contemplated by this Agreement are limited to Ashmore and its assets. Neither Ashmore or Black River (or their respective Affiliates) shall, under any circumstances, be liable to the other (or its Affiliates) for any consequential, exemplary, special, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement. It is further agreed that the maximum liability of Ashmore or Black River for any breach of this Agreement shall be limited to the amount of the Purchase Price.

[signature page follows]

 

 

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IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound, has caused this Agreement to be duly executed and delivered on the date first set forth above.

 

 

 

  BLACK RIVER EMERGING MARKETS CREDIT FUND LTD.
By: Black River Asset Management LLC

 

By:
Name:
Title:

/s/ Eric Larson          
Eric Larson
Principal

 

 

 



 

 

By: Northern Trust Global Services Limited, London (Royaume-Uni)
Luxembourg Branch
as custodian for and on behalf of Ashmore SICAV in respect
of
Ashmore SICAV Emerging Markets Debt Fund

 

By:       /s/ Kim Martin                            

Name:  Kim Martin

Title:    Vice President

 

 



 

 

EXHIBIT A

 

FORM OF SHARE TRANSFER CERTIFICATE

 

 

SHARE TRANSFER CERTIFICATE

 

Black River Emerging Markets Credit Fund Ltd. (the “Transferor”), for good and valuable consideration received by it from Ashmore SICAV in respect of Ashmore SICAV Emerging Markets Debt Fund (the “Transferee”), does hereby:

 

 

1.

Transfer to the Transferee 500,000 ordinary shares, par value $.002 per share, of the Company (the “Shares”) with such transfer to be effective and recorded on the register of members of the Company as of October 9, 2009; and

 

 

2.

consent that the name of the Transferor remain on the register of members of the Company until such times as the Company enters the Transferee’s name in the register of members of the Company.

 

Signed by the Transferor on October 8,2009.

 

 

_______________________________

Transferor

 

 

 

Signature Guaranteed: Signature must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program.

 

 

 

 

 

 

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