UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GLOBANT S.A.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
L44385 109
(CUSIP Number)
WPP plc
27 Farm Street
London, United Kingdom W1J 5RJ
Telephone: +44(0) 20 7408 2204
Attention: Andrea Harris, Esq.
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Curt Myers, Esq.
Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
(212) 468-4800
July 18, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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 on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
Page 1 of 39 Pages
CUSIP No. L44385 109 | Page 2 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG GAMMA THREE S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
WC | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEMS 2 AND 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 3 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG GAMMA S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 4 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG HOLDINGS SEVEN S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 5 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG BETA TWO S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 6 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG BETA THREE S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 7 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 8 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG US HOLDINGS S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 9 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG HOLDINGS TWO S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 10 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG HOLDINGS SIX S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 11 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP LUXEMBOURG HOLDINGS S.À R.L. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
LUXEMBOURG | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 12 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
LEXINGTON INTERNATIONAL BV | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
NETHERLANDS | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
OO |
CUSIP No. L44385 109 | Page 13 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP JUBILEE LIMITED | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
GREAT BRITAIN | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
CO |
CUSIP No. L44385 109 | Page 14 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WPP PLC | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
JERSEY | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
CO |
CUSIP No. L44385 109 | Page 15 of 39 Pages |
1 | Names of reporting persons I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
PAUL W.G. RICHARDSON | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
AF | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
6 | Citizenship or place of organization
GREAT BRITAIN | |||||
Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
0 (SEE ITEMS 2 AND 5) | ||||
8 | Shared voting power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
9 | Sole dispositive power
0 (SEE ITEMS 2 AND 5) | |||||
10 | Shared dispositive power
6,687,548 (SEE ITEMS 2 AND 5) | |||||
11 |
Aggregate amount beneficially owned by each reporting person
6,687,548 (SEE ITEMS 2 AND 5) | |||||
12 | Check if the aggregate amount in Row (11) excludes certain shares
| |||||
13 | Percent of class represented by amount in Row (11)
20.1% (SEE ITEM 5) | |||||
14 | Type of reporting person (see instructions)
IN |
Item 1. | Security and Issuer. |
The title of the class of equity securities to which this statement relates is common shares (the Common Shares) of Globant S.A., a corporation (société anonyme) formed under the laws of Luxembourg (the Company). The address of the principal executive offices of the Company is 5 rue Guillaume Kroll, L-1882, Luxembourg.
Item 2. | Identity and Background. |
(a)-(c) | This Schedule 13D is being filed by WPP Luxembourg Gamma Three S.à r.l. (Lux Gamma Three), WPP Luxembourg Gamma S.à r.l., WPP Luxembourg Holdings Seven S.à r.l., WPP Luxembourg Beta Two S.à r.l., WPP Luxembourg Beta Three S.à r.l.,WPP Luxembourg S.à r.l., WPP Luxembourg US Holdings S.à r.l., WPP Luxembourg Holdings Two S.à r.l., WPP Luxembourg Holdings Six S.à r.l. and WPP Luxembourg Holdings S.à r.l., all of which are private limited liability companies (société responsabilité limitée) organized under the laws of Luxembourg and are referred to collectively herein as the Luxembourg Companies, as well as Lexington International BV, a private limited liability company (Besloten Vennootschap met Beperkte Aansprakelijkheid) organized under the laws of the Netherlands (Lexington International), WPP Jubilee Limited, a company limited by shares formed under the laws of England and Wales (Jubilee), WPP plc, a corporation formed under the laws of Jersey, and Paul W.G. Richardson (Richardson). WPP plc is the ultimate parent company and indirectly holds 100% of the outstanding stock of Lux Gamma Three, each of the other Luxembourg Companies, Lexington International and Jubilee, and Richardson is the Group Chief Financial Officer of WPP plc. The Luxembourg Companies, Lexington International, Jubilee, WPP plc and Richardson are sometimes referred to herein collectively as the Reporting Persons and individually as a Reporting Person. |
WPP plc and its subsidiaries (the WPP Group) comprise one of the largest communications services businesses in the world. The WPP Group provides communications services on a national, multinational and global basis. It operates from over 3,000 offices in 110 countries including associates. The WPP Group organizes its businesses in the following areas: Advertising and Media Investment Management; Data Investment Management; Public Relations & Public Affairs; and Branding & Identity, Healthcare and Specialist Communications (including direct, digital, promotion and relationship marketing).
Page 16 of 39 Pages
The address of the principal office of each of the Luxembourg Companies is 124 Boulevard de la Petrusse, Luxembourg, L-2330. The address of the principal office of Lexington International is Laan op Zuid 167, Rotterdam, 3072 DB , Netherlands. The address of the principal office of each of Jubilee, WPP plc and Richardson is 27 Farm Street, London, United Kingdom W1J 5RJ.
(d) | During the past five years, none of the Luxembourg Companies nor, to the knowledge of the Luxembourg Companies, any of their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, neither Lexington International nor, to Lexington Internationals knowledge, any of its executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, neither Jubilee nor, to Jubilees knowledge, any of its executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, neither WPP plc nor Richardson or, to WPP plcs knowledge, any of its other executive officers, directors or controlling persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
(e) | During the past five years, none of the Luxembourg Companies nor, to the knowledge of the Luxembourg Companies, any of their respective executive officers or directors, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. During the past five years, neither Lexington International nor, to Lexington Internationals knowledge, any of its executive officers or directors, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. During the past five years, neither Jubilee nor, to Jubilees knowledge, any of its executive officers or directors, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, |
Page 17 of 39 Pages
decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. During the past five years, neither WPP plc nor Richardson or, to WPP plcs knowledge, any of its other executive officers, directors or controlling persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. |
(f) | The name, citizenship, business address, principal business occupation or employment of each of the directors and executive officers of each of the Luxembourg Companies, Lexington International, Jubilee and WPP plc are set forth on Annex A hereto. |
Item 3. | Source and Amount of Funds and Other Consideration. |
On December 27, 2012, Lux Gamma Three purchased 5,458,149 Company shares, from the Companys existing shareholders on a pro rata basis to their existing ownership, at a purchase price per share of $12.2210, for aggregate consideration of $66.7 million. Additionally, on January 15, 2013, Lux Gamma Three purchased an additional 527,638 shares from the Company for total consideration of $6.5 million. As a result of these two transactions, prior to the consummation of the Companys initial public offering (the IPO) Lux Gamma Three owned a total of 5,985,788 of the Companys shares. The shares purchased in these two transactions were of various series of preferred stock, all of which were converted into Common Shares in connection with the IPO. The numbers above reflect the conversion of the preferred stock into Common Shares.
On July 18, 2014, Lux Gamma Three purchased an additional 701,760 Common Shares in the IPO.
The consideration used by Lux Gamma Three to acquire the Company securities described above was Lux Gamma Threes working capital.
Page 18 of 39 Pages
Item 4. | Purpose of Transaction. |
The Reporting Persons acquired the securities described in Item 3 above for investment purposes. Consistent with such investment purposes, the Reporting Persons expect to engage in communications with, without limitation, management of the Company, one or more members of the board of directors of the Company, other shareholders of the Company and other relevant parties, and may make suggestions, concerning the business, assets, capitalization, financial condition, operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, and future plans of the Company, and such other matters as the Reporting Persons may deem relevant to their investment in the Company, which communications may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934, as amended (the Exchange Act).
The Reporting Persons intend to review their investment in the Company on an ongoing basis. Depending on various factors (including, without limitation, the Companys financial position and strategic direction, actions taken by the board of directors, price levels of the relevant securities, other investment opportunities available to the Reporting Persons, market conditions and general economic and industry conditions), the Reporting Persons may take such actions with respect to their investment in the Company as they deem appropriate, including, without limitation, purchasing additional Common Shares or other financial instruments of or related to the Company or selling some or all of their beneficial holdings, engaging in hedging or similar transactions with respect to the securities of or relating to the Company and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Page 19 of 39 Pages
Item 5. | Interest in Securities of the Issuer. |
(a) | As of the date hereof, Lux Gamma Three is deemed to beneficially own an aggregate of 6,687,548 Common Shares (the Shares), representing approximately 20.1% of the number of the Companys outstanding Common Shares, based upon 33,345,158 shares outstanding as reflected in the Companys final prospectus for the IPO filed under Rule 424(b)(1) under the Securities Act of 1933, as amended (the Securities Act), on July 18, 2014. As of the date hereof each of the other Luxembourg Companies, Lexington International and Jubilee directly or indirectly holds a majority interest in the outstanding equity securities of Lux Gamma Three and may therefore be deemed to beneficially own the Shares. WPP plc directly or indirectly owns 100% of Lux Gamma Three, the other Luxembourg Companies, Lexington International and Jubilee and therefore may be deemed to have beneficial ownership of the shares owned by WPP Luxembourg. Richardson, in his capacity as Group Finance Director of WPP plc, has voting and investment control over the Shares. Each of the Luxembourg Companies, Lexington International, Jubilee and Richardson disclaims beneficial ownership of the Shares. |
(b) | Each of the Luxembourg Companies, Lexington International, WPP Luxembourg, Jubilee, WPP plc and Richardson may be deemed to have shared power to vote and dispose or direct the vote and direct the disposition of the Shares. |
(c) | On July 18, 2014, Lux Gamma Three purchased 701,760 of the Shares in the IPO at the IPO price of $10.00 per Common Share. |
(d) | Not applicable. |
(e) | Not applicable. |
Page 20 of 39 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Robert David Norman, a director of the Company, is the Chief Digital Officer of GroupM Worldwide, which is owned by WPP plc.
Stock Purchase Agreement
On December 27, 2012, Lux Gamma Three entered into a Stock Purchase and Subscription Agreement with the Company and its existing shareholders (the Stock Purchase Agreement) pursuant to which Lux Gamma Three purchased on that date 5,458,149 of the Companys shares, from the Companys existing shareholders on a pro rata basis to their existing ownership, at a purchase price per share of $12.2210, for aggregate consideration of $66.7 million. Additionally, on January 15, 2013, pursuant to the Stock Purchase Agreement, Lux Gamma Three subscribed for an additional 527,638 of the Companys shares from the Company for total consideration of $6.5 million.
The Stock Purchase Agreement contains representations and warranties by the selling shareholders and by the Company that will survive for 30 months, except for certain fundamental representations and warranties that survive until the expiration of the applicable statute of limitations. The Company has agreed to indemnify Lux Gamma Three for breaches of its representations and warranties. In addition, the selling shareholders have agreed to indemnify Lux Gamma Three for breaches of their and certain of the Companys representations and warranties. The Companys indemnification liability for any breach of its representations and warranties shall not exceed in the aggregate $20 million (except for certain fundamental representations and warranties as to which the limit is $30 million and certain unknown contingency obligations as to which the limit is $15 million, or in the event of fraud in which case no limit will apply). The indemnification liability of the selling shareholders for any breach of their or the Companys representations and warranties shall not exceed in the aggregate $20 million (except for certain fundamental representations and warranties as to which the limit is $30 million and certain unknown contingency obligations as to which the limit is $15 million, or in the event of fraud in which case no limit will apply).
Registration Rights Agreement
Upon the closing of the IPO, Lux Gamma Three entered into a registration rights agreement (the Registration Rights Agreement) with Messrs. Martín Migoya, Martín Gonzalo Umaran, Guibert Andrés Englebienne and Nestor Nocetti (collectively, the Founders), Kajur International S.A. (Kajur), Mifery S.A. (Mifery), Gudmy S.A. (Gudmy), Noltur S.A. (Noltur), Etmyl S.A. (Etmyl), Ewerzy S.A.
Page 21 of 39 Pages
(Ewerzy), Fudmy Corporation S.A. (Fudmy), Gylcer International S.A. (together with Kajur, Mifery, Gudmy, Noltur, Etmyl, Ewerzy and Fudmy, the Uruguayan Entities), Paldwick S.A., Riverwood Capital LLC, Riverwood Capital Partners (Parallel-B) L.P., Riverwood Capital Partners L.P. and Riverwood Capital Partners (Parallel-A) (collectively, the Riverwood Entities), FTVentures III, L.P. and FTVentures III-N, L.P. (together, the FTV Partnerships and collectively, with Lux Gamma Three, the Founders, the Uruguayan Entities and the Riverwood Entities, the Registration Rights Holders) and Endeavor Global, Inc. and Endeavor Catalyst Inc. Under the Registration Rights Agreement, the Company is responsible, subject to certain exceptions, for the expenses of any offering of Common Shares held by the Registration Rights Holders other than underwriting fees, discounts and selling commissions. Additionally, under the Registration Rights Agreement the Company may not grant superior registration rights to any other person without the consent of the Registration Rights Holders. The Registration Rights Agreement contains customary indemnification provisions.
Demand Registration Rights
Under the Registration Rights Agreement each of (i) the Riverwood Entities (acting as a group), (ii) the FTV Partnerships (acting as a group), (iii) Lux Gamma Three and (iv) the Founders, Paldwick S.A. and the Uruguayan Entities (acting as a group) and any two of (i) the Riverwood Entities, (ii) the FTV Partnerships, (iii) Lux Gamma Three and (iv) the Founders, Paldwick S.A. and the Uruguayan Entities (acting as a group) may require the Company to effect a registration under the Securities Act for the sale of their Common Shares. The Company is obliged to effect up to five such demand registrations in total with respect to the Common Shares owned by such shareholders. However, the Company is not obliged to effect any such registration when (1) the request for registration does not cover that number of Common Shares with an anticipated gross offering price of at least $10.0 million, or (2) the amount of Common Shares to be sold in such registration represents more than 15% of the Companys share capital. If the Company is advised by legal counsel that such registration would require a special audit or the disclosure of a material impending transaction or other matter and the Companys board of directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company, the Company has the right to defer such registration, not more than once in any 12-month period, for a period of up to 90 days. The Company will not be required to effect a demand registration if it intends to effect a primary registration of its securities within 60 days of receiving notice of a demand registration, provided that it files such intended registration statement within the 60-day period. Additionally, the Company will not be required to effect a demand registration during the period beginning with the date of filing of, and ending 120 days following the completion of, a primary registered offering of its securities, except if any of the Registration Rights Holders had requested piggyback registration rights in connection with such offering. In any such demand registration, the managing underwriter will be selected by a majority of the shareholders exercising the demand.
Page 22 of 39 Pages
Shelf Registration Rights
The Company must use commercially reasonable efforts to qualify and remain qualified to register securities pursuant to Form F-3, and each Registration Rights Holder may make one written request that the Company register the offer and sale of their Common Shares on a shelf registration statement on Form F-3 if the Company is eligible to file a registration statement on Form F-3 so long as the request covers at least that number of Common Shares with an anticipated aggregate offering sale of at least $5,000,000.
Piggyback Registration Rights
If the Company proposes to register for sale to the public any of its securities, in connection with the public offering of such securities, the Registration Rights Holders will be entitled to certain piggyback registration rights in connection with such public offering, allowing them to include their common shares in such registration, subject to certain limitations. As a result, whenever the Company proposes to file a registration statement under the Securities Act, other than with respect to (1) a registration related to a company equity incentive plan and (2) a registration related to the exchange of securities in certain corporate reorganizations or certain other transactions or in other instances where a form is not available for registering securities for sale to the public, the Registration Rights Holders will be entitled to written notice of the registration and will have the right, subject to limitations that the underwriters may impose on the number of Common Shares included in the registration, to include their Common Shares in the registration.
Termination
As to each party to the Registration Rights Agreement, the rights of such party thereunder terminate upon the earlier to occur of the fifth anniversary of the date of the agreement or the date upon which the percentage of the Companys total outstanding Common Shares held by such party ceases to be at least one percent.
Page 23 of 39 Pages
Lock-up Agreement
Prior to the commencement of the IPO Lux Gamma Three entered into a lock-up agreement with the Companys underwriters pursuant to which, with limited exceptions, Lux Gamma Three may not, for a period of 180 days after the date the IPO commenced, without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc., (1) offer, pledge, sell, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or other share capital or any securities convertible into or exercisable or exchangeable for Common Shares or other share capital, or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares, other share capital or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares, other share capital or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Common Shares, other share capital or any security convertible into or exercisable or exchangeable for Common Shares without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc., subject to certain exceptions.
Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof or between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders 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.
Item 7. | Material to be Filed as Exhibits. |
1. | Joint Filing Agreement among the Reporting Persons, dated as of July 28, 2014. |
2. | Form of Stock Purchase and Subscription Agreement, dated as of December 27, 2012 (incorporated by reference to Exhibit 2.1 to Amendment No. 3 to the Companys registration statement on Form F-1, File No. 333-1980841, filed on May 28, 2014). |
3. | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to Amendment No. 7 to the Companys registration statement on Form F-1, File No. 333-1980841, filed on July 16, 2014). |
4. | Lock-Up Agreement. |
Page 24 of 39 Pages
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: July 28, 2014
WPP LUXEMBOURG GAMMA THREE S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG GAMMA S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 25 of 39 Pages
WPP LUXEMBOURG HOLDINGS SEVEN S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG BETA TWO S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 26 of 39 Pages
WPP LUXEMBOURG BETA THREE S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 27 of 39 Pages
WPP LUXEMBOURG US HOLDINGS S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG HOLDINGS TWO S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 28 of 39 Pages
WPP LUXEMBOURG HOLDINGS SIX S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG HOLDINGS S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 29 of 39 Pages
LEXINGTON INTERNATIONAL BV | ||||
By: | /s/ A. van Heulen-Mulder | |||
Name: | A. van Heulen-Mulder | |||
Title: | Managing Director | |||
WPP JUBILEE LIMITED | ||||
By: | /s/ Charles van der Welle | |||
Name: | Charles van der Welle | |||
Title: | Director | |||
WPP PLC | ||||
By: | /s/ Paul W.G. Richardson | |||
Name: | Paul W.G. Richardson | |||
Title: | Group Chief Finance Officer | |||
/s/ Paul W.G. Richardson | ||||
Paul W.G. Richardson |
Page 30 of 39 Pages
Annex A
Executive Officers and Directors
WPP Luxembourg Gamma Three S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Bodt, Michel Luxembourg |
Director | Finance Director | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
WPP Luxembourg Gamma S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Bodt, Michel Luxembourg |
Director | Finance Director | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 |
Page 31 of 39 Pages
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
WPP Luxembourg Holdings Seven S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Bodt, Michel Luxembourg |
Director | Finance Director | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
Page 32 of 39 Pages
WPP Luxembourg Beta Two S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Bodt, Michel Luxembourg |
Director | Finance Director | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
WPP Luxembourg Beta Three S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium |
Page 33 of 39 Pages
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
WPP Luxembourg S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
WPP Luxembourg US Holdings S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Bodt, Michel Luxembourg |
Director | Finance Director | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 |
Page 34 of 39 Pages
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
WPP Luxembourg Holdings Two S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Bodt, Michel Luxembourg |
Director | Finance Director | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
Page 35 of 39 Pages
WPP Luxembourg Holdings Six S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Bodt, Michel Luxembourg |
Director | Finance Director | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
WPP Luxembourg Holdings S.à r.l.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Bodt, Michel Luxembourg |
Director | Finance Director | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Ehrismann, Anne French |
Director | Manager | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Feider, Marc Luxembourg |
Director | Lawyer (Allen & Overy Luxembourg) | 33 avenue J.F. Kennedy, L-1855 Luxembourg | |||
Gerrard, Peter Luxembourg |
Director | Managing Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 |
Page 36 of 39 Pages
Lenders, Thierry Belgium |
Director | European Treasury Manager | Rue Jules Cockx 8-10, Brussels, 1160, Belgium | |||
Popering, Emile Netherlands |
Director | Finance Director | Boulevard de lImperatrice, 13, Brussels, 1000, Belgium | |||
Stenke, Lennart Luxembourg |
Director | Company Director | 124 Boulevard de la Petrusse, Luxembourg, L-2330 | |||
Mulder, Astrid Netherlands |
Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
Lexington International B.V.
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Richardson, Paul Great Britain |
Managing Director | Group Finance Director | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Roobol, Willem Netherlands |
Managing Director | Finance Director | Leidseplein 29, Amsterdam, 1017 PS, Netherlands | |||
van der Avort, Marcel Netherlands | Managing Director | CFO | Karperstraat 8, Amsterdam, 1001, Netherlands | |||
van Heulen-Mulder, Astrid Netherlands | Managing Director | CFO | Laan op Zuid 167, Rotterdam, 3072 DB, Netherlands |
WPP Jubilee Limited
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Scott, Andrew Great Britain |
Director | Corporate Development Director | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Sweetland, Christopher Great Britain |
Director | Deputy Group Finance Director | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
van der Welle, Charles Great Britain |
Director | Group Treasurer | 27 Farm Street, London, W1J 5RJ, United Kingdom |
Page 37 of 39 Pages
WPP plc
Name and Citizenship |
Position |
Principal Occupation or Employment |
Business Address | |||
Lader, Philip US |
Chairman | Lawyer | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Sorrell, Sir Martin Great Britain |
Director | Group Chief Executive | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Richardson, Paul US |
Director | Group Finance Director | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Read, Mark Great Britain |
Director | CEO (WPP Digital) | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Agnelli, Roger Brazil |
Director | CEO (AGN Holding) | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Aigrain, Jacques France, Switzerland | Director | Chairman of LCH.Clearnet Group Limited | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Begley, Charlene US |
Director | Business Executive (General Electric Company) | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Day, Colin Great Britain |
Director | Chief Executive of Essentra plc | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Hood, John New Zealand |
Director | Chairman of URENCO Ltd. and of Study Group Ltd. | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Li, Ruigang Peoples Republic of China |
Director | Founding Chairman of CMC Capital Partners | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Riccardi, Daniela Italy |
Director | Chief Executive Officer of Baccarat | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Rosen, Jeffrey A. US |
Director | Deputy Chairman and Managing Director of Lazard | 27 Farm Street, London, W1J 5RJ, United Kingdom |
Page 38 of 39 Pages
Seligman, Nicole US |
Director | Executive Vice President and General Counsel of Sony Corporation, President of Sony Corporation of America and President of Sony Entertainment Inc. | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Shong, Hugo US |
Director | Executive Vice President of International Data Group and President of IDG Asia/China | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Shriver, Timothy A. US |
Director | Chairman and CEO of Special Olympics | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Susman, Sally US |
Director | Executive Vice President, Corporate Affairs for Pfizer | 27 Farm Street, London, W1J 5RJ, United Kingdom | |||
Trujillo, Sol US |
Director | Business executive | 27 Farm Street, London, W1J 5RJ, United Kingdom |
Page 39 of 39 Pages
Exhibit 1
Joint Filing Agreement
AGREEMENT dated as of July 28, 2014, by and among WPP Luxembourg Gamma Three S.à r.l., WPP Luxembourg Gamma S.à r.l., WPP Luxembourg Holdings Seven S.à r.l. WPP Luxembourg Beta Two S.à r.l., WPP Luxembourg S.à r.l., WPP Luxembourg US Holdings S.à r.l., WPP Luxembourg Holdings Two S.à r.l., WPP Luxembourg Holdings Six S.à r.l., WPP Holdings S.à r.l., Lexington International BV, WPP Jubilee Limited, WPP plc and Paul W.G. Richardson (collectively, the Parties).
Each of the Parties hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial interest in common shares of Globant S.A. (Schedule 13D) and it will file the Schedule 13D on behalf of itself.
Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Parties to the extent it knows or has reason to believe that any information about the other Parties is inaccurate.
WPP LUXEMBOURG GAMMA THREE S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 1 of 7 Pages
WPP LUXEMBOURG GAMMA S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG HOLDINGS SEVEN S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 2 of 7 Pages
WPP LUXEMBOURG BETA TWO S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG BETA THREE S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 3 of 7 Pages
WPP LUXEMBOURG S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG US HOLDINGS S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 4 of 7 Pages
WPP LUXEMBOURG HOLDINGS TWO S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
WPP LUXEMBOURG HOLDINGS SIX S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager |
Page 5 of 7 Pages
WPP LUXEMBOURG HOLDINGS S.À R.L. | ||||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
By: | /s/ Lennart Stenke | |||
Name: | Lennart Stenke | |||
Title: | Manager | |||
LEXINGTON INTERNATIONAL BV | ||||
By: | /s/ A. van Heulen-Mulder | |||
Name: | A. van Heulen-Mulder | |||
Title: | Managing Director | |||
WPP JUBILEE LIMITED | ||||
By: | /s/ Charles van der Welle | |||
Name: | Charles van der Welle | |||
Title: | Director |
Page 6 of 7 Pages
WPP PLC | ||||
By: | /s/ Paul W.G. Richardson | |||
Name: | Paul W.G. Richardson | |||
Title: | Group Chief Finance Officer | |||
/s/ Paul W.G. Richardson | ||||
Paul W.G. Richardson |
Page 7 of 7 Pages
Exhibit 4
Lock-Up Agreement
July 15, 2014
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
As Representatives of the several
Underwriters listed
in Schedule 1 to the Underwriting
Agreement referred to below
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
and
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Re: | Globant S.A. Public Offering |
Ladies and Gentlemen:
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the Underwriting Agreement) with Globant S.A. (the Company), a société anonyme organized under the laws of the Grand Duchy of Luxembourg, and the Selling Shareholders listed on Schedule 2 to the Underwriting Agreement, providing for the
Page 1 of 5 Pages
public offering (the Public Offering) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the Underwriters), of common shares of the Company (the Shares). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters agreement to purchase and make the Public Offering of the Shares, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, the undersigned shall not, during the period (the Lock-Up Period) ending 180 days after the date of the final prospectus relating to the Public Offering (the Prospectus), (1) offer, pledge, sell, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Company (the Common Shares) or other share capital of the Company or any securities convertible into or exercisable or exchangeable for Common Shares or other share capital of the Company (including without limitation, Common Shares or other share capital of the Company or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a share option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Shares or other share capital of the Company or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or other share capital of the Company or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any Common Shares or other share capital of the Company or any security convertible into or exercisable or exchangeable for Common Shares or other share capital of the Company without the prior written consent of the Representatives, in each case other than (A) the Shares to be sold by the undersigned pursuant to the Underwriting Agreement; (B) transfers of Common Shares or other share capital of the Company as a bona fide gift or gifts, including as a result of the operation of law or estate or intestate succession; (C) if the undersigned is a natural person, to (i) a member of the immediate family of the undersigned (for purposes of this Letter Agreement, immediate family shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin), (ii) any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or (iii) a corporation, partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity; (D) if the undersigned is a corporation, partnership, limited liability company or other entity, to (i) any trust or other entity for the direct or indirect benefit of the undersigned or any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned, (ii) a corporation, partnership, limited liability company or other entity of which the undersigned and any affiliate, wholly-owned subsidiary, limited partner, member or stockholder of the undersigned are the direct or indirect legal and beneficial owners of all the outstanding equity securities or similar interests of such corporation, partnership, limited liability company or other entity, or (iii) partners, members or shareholders of the undersigned; (E) to the undersigneds affiliates or to any investment fund or other
Page 2 of 5 Pages
entity controlled or managed by the undersigned; and (F) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares; provided that such plan does not provide for the transfer of Common Shares during the Lock-Up Period and, other than any filing required to be made pursuant to Section 13 or Section 16 of the Exchange Act after the expiration of the Lock-Up Period, no public announcement of the establishment or existence of such plan and no filing with the Commission or other regulatory authority in respect of such plan or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be made by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up Period; provided that in the case of any transfer or distribution pursuant to clause (B), (C), (D) or (E), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C), (D) or (E), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period). The undersigned further agrees that the foregoing provisions shall be equally applicable to any Shares the undersigned may purchase in the Public Offering.
Furthermore, the undersigned may exercise options to purchase Common Shares or receive Common Shares upon the vesting of restricted stock awards in each case pursuant to the Plans (as defined in the Underwriting Agreement) or as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and effect the related transfer of Common Shares to the Company (i) deemed to occur upon the cashless exercise of such options or (ii) for the primary purpose of paying the exercise price of such options or for paying taxes (including estimated taxes) due as a result of the exercise of such options or as a result of the vesting of such Common Shares under such restricted stock awards; provided that no filing under Section 16 of the Exchange Act reporting a disposition of Common Shares shall be required or shall be voluntarily made in connection with such exercise or vesting; and provided, further that the Common Shares purchased or received by the undersigned remain subject to this Letter Agreement.
If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Common Shares or other share capital of the Company, the Representatives shall notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
Page 3 of 5 Pages
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, is hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
This Letter Agreement shall automatically terminate upon the date that the Company provides written notice to the Representatives that the Company has determined not to proceed with the proposed Public Offering and is terminating this Letter Agreement on behalf of all of the Companys holders of Common Shares subject to this Letter Agreement; provided that the Company and the Representatives shall not have executed the Underwriting Agreement on or prior to such date. Assuming the Underwriting Agreement has been executed, this Letter Agreement shall automatically terminate upon the date that the Underwriting Agreement is terminated in accordance with its terms if such termination occurs prior to the closing of the sale of the Shares as contemplated thereby. This Letter Agreement shall lapse and become null and void if the execution of the Underwriting Agreement has not occurred prior to December 31, 2014. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.
[Signature page follows]
Page 4 of 5 Pages
This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Very truly yours, | ||||
By: | /s/ Thierry Lenders | |||
Name: | Thierry Lenders | |||
Title: | Manager | |||
By: | /s/ Anne Ehrismann | |||
Name: | Anne Ehrismann | |||
Title: | Manager | |||
WPP Luxembourg Gamma Three S.a.r.l. 124 Boulevard de la Petrusse | ||||
L-2330 Luxembourg |
Page 5 of 5 Pages