-----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, ByXloDQAXJwDyEra3jnbpmm+bJP7VFHlJgknBfr8xArf1UoVK82Bk1hlYDpf7P1f X0J1NU6UgSbKskCbSHmj4Q== 0001144204-11-008268.txt : 20110214 0001144204-11-008268.hdr.sgml : 20110214 20110214142036 ACCESSION NUMBER: 0001144204-11-008268 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEGIS GROUP PLC CENTRAL INDEX KEY: 0000803521 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 6 EATON GATE CITY: LONDON ENGLAND SW1W STATE: X0 FORMER COMPANY: FORMER CONFORMED NAME: WCRS GROUP PLC DATE OF NAME CHANGE: 19900619 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Charm Communications Inc. CENTRAL INDEX KEY: 0001485487 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86038 FILM NUMBER: 11605878 BUSINESS ADDRESS: STREET 1: 26/F, TOWER A, ORIENTAL MEDIA TOWER STREET 2: 4 GUANGHUA ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100026 BUSINESS PHONE: (86) 10-6581-1111 MAIL ADDRESS: STREET 1: 26/F, TOWER A, ORIENTAL MEDIA TOWER STREET 2: 4 GUANGHUA ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100026 SC 13G 1 v211016_sc13g.htm SC 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Charm Communications Inc.
(Name of Issuer)
 
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
 
16112R101
(CUSIP Number)
 
December 31, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 

CUSIP No.  16112R101
Page 1 of 7 Pages

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Aegis Group plc
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(see instructions)
(a)
£
 
(b)
£
     
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
England and Wales
 
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
12,390,000*
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
12,390,000*
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,390,000*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
£
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
44.0%
 
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 

 

CUSIP No.  16112R101
Page 2 of 7 Pages

*Aegis Group plc (“Aegis”) is deemed, under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own the 12,390,000 Class B ordinary shares of Charm Communications Inc. (“Charm”) held by its wholly-owned subsidiary, Aegis Media Pacific Ltd.  Each Class B ordinary share is convertible by Aegis into one Class A ordinary share at any time, so Aegis is deemed, under Rule 13d-3 under the Exchange Act, to beneficially own 12,390,000 Class A ordinary shares.

Based on information provided by Charm, there were 15,760,102 Class A ordinary shares of Charm issued and outstanding at December 31, 2010.  As a result of the foregoing, for purposes of Rule 13d-3 under the Exchange Act, Aegis is deemed to beneficially own 44.0% of the Class A ordinary shares of Charm issued and outstanding.

 
 

 

CUSIP No.  16112R101
Page 3 of 7 Pages

Item 1(a). Name of Issuer:
 
Charm Communications Inc.
 
Item 1(b). Address of Issuer’s Principal Executive Offices:
 
26th Floor, Tower A, Oriental Media Center, 4 Guanghua Road,
Chaoyang District, Beijing 100026
People’s Republic of China
 
Item 2(a). Name of Person Filing:
 
Aegis Group plc.  Aegis Group plc holds its shares through its wholly-owned subsidiary, Aegis Media Pacific Ltd.
 
Item 2(b). Address of Principal Business Office or, if none, Residence:
 
180 Great Portland Street
London, W1W 5QZ
United Kingdom
 
 Item 2(c). Citizenship:
 
Aegis Group plc is a company organized and existing under the laws of England and Wales.
 
Item 2(d). Title of Class of Securities:
 
Class A ordinary shares
 
Item 2(e). CUSIP Number:
 
The CUSIP number for the Class A ordinary shares is 16112R101.
 
Item 3. Filing Pursuant to §§240.13d-1(b) or 240.13.d-2(b) or (c).
 
Not Applicable
 
Item 4. Ownership.
 
(a) Amount beneficially owned: 12,390,000*
  
(b) Percent of class: 44.0%*

(c) Number of shares as to which the person has:
 
(i) Sole power to vote or to direct the vote: 12,390,000*
  
(ii) Shared power to vote or to direct the vote: None
 
 
 

 

CUSIP No.  16112R101
Page 4 of 7 Pages

(iii) Sole power to dispose or to direct the disposition of: 12,390,000
 
(iv) Shared power to dispose or to direct the disposition of: None

*Aegis Group plc (“Aegis”) is deemed, under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own the 12,390,000 Class B ordinary shares of Charm Communications Inc. (“Charm”) held by its wholly-owned subsidiary, Aegis Media Pacific Ltd.  Each Class B ordinary share is convertible by Aegis into one Class A ordinary share at any time, so Aegis is deemed, under Rule 13d-3 under the Exchange Act, to beneficially own 12,390,000 Class A ordinary shares.

Based on information provided by Charm, there were 15,760,102 Class A ordinary shares of Charm issued and outstanding at December 31, 2010.  As a result of the foregoing, for purposes of Rule 13d-3 under the Exchange Act, Aegis is deemed to beneficially own 44.0% of the Class A ordinary shares of Charm issued and outstanding.
 
Item 5. Ownership of Five Percent or Less of a Class.
 
Not Applicable
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
See Exhibit A.
   
Item 8. Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable
 
Item 10. Certifications.
 
Not Applicable
 
 
 

 

CUSIP No.  16112R101
Page 5 of 7 Pages

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.
 
   
Aegis Group plc
 
       
Date:
February 14, 2011
 
By:
/s/ Simon Zinger
 
       
Name:
  Simon Zinger
 
        
Title:
  Group General Counsel,
Aegis Group plc
 
 
 
 

 

CUSIP No.  16112R101
Page 6 of 7 Pages

EXHIBIT A

Aegis Group plc holds its shares through its wholly-owned subsidiary, Aegis Media Pacific Ltd.

 
 

 

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