UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Secure Alert Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
81373R109
(CUSIP Number)
Ms. Laetitia Antoine
Arendt Services
19 rue de Bitbourg
L-1273 Luxembourg (Luxembourg)
+352 27 44 41 93 14
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 30, 2013
(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. ¨
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 81373R109 | Page X of XX |
| 1. | Names of Reporting Persons.
Conrent Invest S.A. acting in the name and on behalf of its compartment “Safety”1 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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| 3. | SEC Use Only
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| 4. | Source of Funds
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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| 6. | Citizenship or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
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7. | Sole Voting Power
556,648 | ||||
| 8. | Shared Voting Power
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| 9. | Sole Dispositive Power
556,648 | |||||
| 10. | Shared Dispositive Power
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| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
556,648 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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| 13. | Percent of Class Represented by Amount in Row (11)
5.7%2 | |||||
| 14. | Type of Reporting Person
CO | |||||
| 1. | A compartment under Luxembourg law represents a distinct part of the assets and liabilities of a company but is itself not a legal entity. Compartmentalization allows for the segregation of assets and liabilities between compartments where the rights of recourse of investors and creditors are limited to the assets of the relevant compartment. |
| 2. | Calculated based on the 9,806,746 Common Shares stated to be outstanding as of October 18, 2013 by the Issuer in the Issuer’s Form S-1 filed with the Securities and Exchange Commission on November 13, 2013. |
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of the Common Stock, $0.0001 par value per share (the “Shares”), of SecureAlert, Inc., a corporation organized under the laws of the state of Utah (the “Issuer”). The address of the principal executive offices of the Issuer is 150 West Civic Center Drive, Suite 400, Sandy, Utah, 84070.
ITEM 2. IDENTITY AND BACKGROUND
(a) – (c) This statement is being filed by Conrent Invest S.A. (“Conrent”) acting in the name and on behalf of its compartment “Safety” (the “Reporting Person”). The Reporting Person is a compartment of Conrent, a public company with limited liability incorporated as a “societé anonyme” under the laws of the Grand Duchy of Luxembourg whose principal business is being a securitization vehicle for certain securitization transactions. A compartment under Luxembourg law represents a distinct part of the assets and liabilities of a company but is itself not a legal entity. Compartmentalization allows for the segregation of assets and liabilities between compartments where the rights of recourse of investors and creditors are limited to the assets of the relevant compartment. The Reporting Person’s principal business address is 19 rue de Bitbourg, L-1273 Luxembourg.
The owner of Conrent is Conrent Invest Trust, an Irish charitable trust for which Monument Trustees Limited, Ireland (“Monument”) acts as trustee. The total share capital of Conrent is held by Monument for the Conrent Invest Trust. The Conrent Invest Trust is a charitable trust with no named beneficiaries where any dividend or other distribution received by Monument will be distributed in its entirety to charity. Monument is a company limited by shares organized under the laws of Ireland whose principal business is investment holding. Monument’s principal business address is 57 Herbert Lane, Dublin 2, Ireland. The sole shareholder of Monument is Mr. Adrian Masterson, who is also a director of Monument. Mr. Adrian Masterson’s business address, present principal occupation or employment and citizenship are set forth in Schedule A attached hereto and incorporated by reference.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Conrent and Monument are set forth in Schedule A attached hereto and incorporated by reference.
Monument does not directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise have or share (1) voting power which includes the power to vote, or to direct the voting of, the Shares; and/or (2) investment power which includes the power to dispose, or to direct the disposition of the Shares.
(d) During the last five years, none of the Reporting Person, Conrent nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule A attached hereto and incorporated herein by reference, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors, if any).
(e) During the last five years, none of the Reporting Person, Conrent nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule A attached hereto and incorporated herein by reference, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person purchased 556,648 Shares for an aggregate purchase price of $4,174,860 pursuant to a securities purchase agreement dated October 30, 2013 by and among the Reporting Person and Mr. Lars Windhorst, an affiliate of the Issuer.
The Reporting Person intends to finance the acquisition of the Shares through the issuance of profit participating notes (the “Notes”). As more fully described herein, the Notes are intended to be pass-through debt securities that entitle investors to receive all profits generated by the Shares (either as dividends or as proceeds from a sale of the Shares) after deduction of certain related costs of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Shares for the purpose of carrying out a securitization transaction arranged by Anoa Capital S.A. where the Reporting Person intends to issue Notes that would entitle investors to receive all profits generated by the Shares (either as dividends or as proceeds from a sale of the Shares) after deduction of related costs of the Reporting Person.
It is intended that under the terms and conditions of the Notes, holders of the Notes will not receive Shares as payment in kind, in whole or in part, in connection with any redemption or other repayment of the Notes, or in exchange for any interest in the Notes. It is further intended that the holders of the Notes will not be entitled to exercise the voting rights attached to the Shares or to direct the Reporting Person how to exercise the voting rights. The Notes have not be issued as of the date of this statement and their terms and conditions are still to be determined.
The Reporting Person also does not envisage exercising any voting rights or delegating the exercise of the voting rights attached to the Shares to the holders of the Notes.
(a) The Reporting Person intends to purchase additional Shares of the Issuer from time to time. In particular upon maturity of the Notes, the Reporting Person reserves the right to divest the Shares.
Except as set forth above, the Reporting Person does not have any plans or proposals that would relate to or would result in one or more of the actions described in subsections (b) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns, in the aggregate, 556,648 Shares, representing approximately 5.7% of the Issuer’s outstanding Shares (based on the 9,806,746 Shares stated to be outstanding as of October 18, 2013 by the Issuer in the Issuer’s Form S-1 filed with the Securities and Exchange Commission on November 13, 2013). To the knowledge of the Reporting Person, none of the persons listed on Schedule A hereto beneficially owns any Shares.
(b) The Reporting Person has sole voting power and sole dispositive power with regard to 556,648 Shares.
Monument does not directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares (1) voting power which includes the power to vote, or to direct the voting of, the Shares; and/or (2) investment power which includes the power to dispose, or to direct the disposition of the Shares.
(c) Except as set forth in Item 3 above, none of the Reporting Person, Conrent or to their knowledge, any other person or entity referred to in Item 2 (including those listed on Schedule A hereto) has effected any transactions in the Shares during the past 60 days.
(d) As described in Item 4 above, holders of the Notes will be entitled to receive all profits generated by the Shares (either as dividends or as proceeds from a sale of the Shares) after deduction of the related costs of the Reporting Person. As of the date of this statement, the Reporting Person is not aware of any prospective holder of the Notes whose holding in the Notes would represent 5% or more of the Shares.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person is a party to the securities purchase agreement described in Item 3 above.
The Issuer has agreed to grant registration rights to the Reporting Person with respect to the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 - Securities Purchase Agreement by and between the Reporting Person and Mr. Lars Windhorst dated October 30, 2013 (filed herewith)
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.
November 15, 2013
Date
| /s/ Catherine Koch |
| Signature |
| Catherine Koch, B Director |
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
SCHEDULE A
Executive Officers and Directors of Conrent Invest S.A.
The names and titles of the executive officers and directors of Conrent Invest S.A., their principal occupation and citizenship are set out below. The business address of each of the executive officers and directors is that of Conrent Invest S.A. at 19 rue de Bitbourg, L-1273 Luxembourg.
| Name |
Title | Principal Occupation |
Citizenship | |||
| Dirk van Daele | Chairman | CEO of Anoa Capital S.A., whose principal business is offering investment and financial advisory services and whose principal business address is 2-4 avenue Marie Thérèse, L-2132 Luxembourg | Belgium | |||
| Michel Raffoul | Director | Employee of Arendt Services, a trust services firm whose principal business address is 19 rue de Bitbourg, L-1273 Luxembourg | French | |||
| Catherine Koch | Director | Employee of Arendt Services, a trust services firm whose principal business address is 19 rue de Bitbourg, L-1273 Luxembourg | French | |||
Executive Officers and Directors of Monument Trustees Limited, Ireland
The names and titles of the executive officers and directors of Monument Trustees Limited, Ireland, their principal occupation and citizenship are set out below. The business address of each of the executive officers and directors is that of Monument Trustees Limited, Ireland at 52 Herbert Lane, Dublin 2, Ireland. The address where the employment of each of the directors is conducted is that of Monument Trustees Limited, Ireland at 52 Herbert Lane, Dublin 2, Ireland.
| Name |
Title |
Principal Occupation |
Citizenship | |||
| Adrian Masterson | Director and Company Secretary | Financial Consultant | Ireland | |||
| Timothy Patrick Hennessy | Director | Accountant | Ireland | |||
| Timothy Healy | Director | Consultant | Ireland | |||
Exhibit 99.1
Execution Copy: October 30, 2013
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT, dated as of October 28, 2013, between Lars Windhorst, a German citizen, residing at Apartment D.03.1, One Hyde Park The Residence at Mandarin Oriental, 100 Knightsbridge, London, SW1X 7LJ, United Kingdom (“Seller”) and Conrent Invest S.A., a public company with limited liability incorporated as a “societé anonyme” under the laws of the Grand Duchy of Luxembourg acting in the name and on behalf of its Compartment “Safety” (“Purchaser”).
Sale of Stock
1. Subject to the terms and conditions contained herein, Seller hereby sells to Purchaser and Purchaser hereby purchases from Seller 556,648 (five hundred and fifty six thousand six hundred and forty eight) shares of Common Stock (the “Common Shares”) issued by SecureAlert, Inc., a corporation organized under the laws of the State of Utah in the United States of America (the “Company”), at a price equal to $7.50 per share.
Closing
2. Closing of the sale and purchase under Section 1 of this Agreement (the “Closing”) shall take place on November 30, 2013.
| (a) | To the extent required by the Company or its transfer agent to remove restrictive legends from certificates or limitations on transfer of uncertificated Common Shares or to otherwise effect the transfer of the Common Shares, Seller shall deliver an opinion of counsel satisfactory to the Company and its transfer agent for the Common Shares stating that the Common Shares are freely transferable. |
| (b) | At Closing (i) Seller shall cause to be delivered to Purchaser a certificate or certificates representing the Common Shares, or shall deliver appropriate instructions for book entry transfer, and (ii) Purchaser shall make payment of the aggregate purchase price for the Common Shares by wiring to Seller the aggregate purchase price of $4,174,860 (four million one hundred and seventy four thousand eight hundred and sixty US dollars), pursuant to Seller’s wire instructions. |
| (c) | Delivery of the Common Shares, whether via certificated shares or book entry transfer, shall be made in accordance with the instructions of the Purchaser and in such name(s) or affixed with such stock powers as the Purchaser shall instruct, subject to customary settlement procedures. The parties shall make all required notices to stock exchanges and all required securities filings in connection with the execution of this Agreement and upon the Closing. |
Representations of Seller
3. Seller represents and warrants that:
| (a) | Seller beneficially owns and has the unrestricted right (other than as such right may be restricted by laws of general application, including the Securities Act of 1933, as amended (the “Act”)) to transfer the Common Shares, free and clear of all liens, claims, charges, encumbrances and other adverse claims or transfer restrictions, and upon the transfer of the Common Shares to the Purchaser hereunder, the Purchaser will acquire good and marketable title to the Common Shares, free and clear of any liens, claims, charges, encumbrances and other adverse claims or transfer restrictions, other than any restrictions arising by operational law based solely on Purchaser’s total holdings of the Company’s Common Stock. |
| (b) | Seller has been duly incorporated, organized, created or formed, as the case may be, and is validly existing (if applicable, in good standing) under the laws of Seller’s Jurisdiction and (i) if Seller is a general or limited partnership, its sole general partners are as designated on the cover page of this Agreement, or (ii) if Seller is a trust, its trustee(s), grantor(s) and beneficiary(ies) are as designated on the cover page of this Agreement. |
| (c) | Seller has full right, power and authority to enter into this Agreement and to transfer the Common Shares in accordance with the terms of this Agreement and this Agreement constitutes a legal, valid and binding obligation of Seller. |
| (d) | Seller’s execution, delivery and performance of this Agreement do not violate or conflict with any law applicable to it, any agreement or instrument to which it is a party any of its bylaws, charter or other governing documents, any order or judgment of any court or other agency of government applicable to it or any of its assets, or any contractual restriction binding on or affecting it or any of its assets. |
| (f) | Seller is currently, and in the past has been, in compliance with its reporting and other obligations under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended. Seller shall comply with the reporting and other requirements of Section 13 and Section 16 of the 1934 Act relating to this transaction. |
| (g) | Seller is not, has not been during the three months prior to the date hereof and will not during the term of this Agreement become an “affiliate” of the Company, as such term is defined in Regulation 230.144(a)(1) under the Act, nor is Seller selling the Common Shares on behalf of the Company or any affiliate thereof. The Common Shares are not “restricted securities” within the meaning of the Act and freely transferable by Seller without registration under the Securities Act of 1933, as amended. |
| (h) | Seller is not currently acting as an agent of the Company, or as an underwriter or a dealer with respect to (or participating in a distribution of) any securities of the Company and accordingly, Seller is relying on the exemption from registration provided by Section 4(1) of the Act. |
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| (i) | Seller acknowledges and represents that it has made its own investigation into the merits and risks of entering into the transactions contemplated by this Agreement, and that it has the capacity and financial expertise to evaluate the same; and that it has not relied on any representations or warranties of Purchaser or its agents or affiliates except for the representations and warranties of Purchaser expressly provided herein. |
| (j) | Seller does not possess and does not have access to any material, non-public information concerning the Company. |
Representations of Purchaser
4. Purchaser represents and warrants that:
| (a) | Purchaser is acquiring the Common Shares to be acquired by it hereunder for its own account and will resell such Common Shares only in transactions which would be permissible under the securities laws of the United States of America or any state thereof. |
| (b) | Purchaser is an “accredited investor” as such term is defined in Regulation 230.501(a) under the Act. |
| (c) | Purchaser has full right, power and authority to enter into this Agreement, and to purchase the Common Shares from Seller on the terms described herein, and this Agreement constitutes a legal, valid and binding obligation of Purchaser. |
| (d) | Purchaser acknowledges and represents that it has made its own investigation into the merits and risks of entering into the transaction contemplated by this agreement and that it has the capacity and financial experience to evaluate the same. Purchaser believes it has received all the information it considers necessary or appropriate for deciding whether to acquire the Common Shares and has had an opportunity to secure all such information as it deems necessary regarding the business, properties, prospects and financial condition of the Company. |
| (e) | Purchaser is not, prior to executing this Agreement, an “affiliate” of the Company, as such term is defined in Regulation 230.144(a)(1) under the Act. |
Interim Period
5. Between the date of this Agreement and the Closing, Seller shall hold the Common Shares for the benefit of Purchaser and shall not sell, pledge or encumber the Common Shares in any way. Seller shall maintain voting rights with respect to the Common Shares until Closing but shall vote such Common Shares in the manner instructed by Purchaser.
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Governing Law
6. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way whatsoever to this Agreement (whether in contract, tort or otherwise) shall be governed by, the law of the State of New York.
Submission to Jurisdiction
7. Any dispute, controversy or claim arising out of, relating to, or in connection with, this Agreement, or the breach, termination or validity thereof, shall be finally settled by binding arbitration administered by the International Chamber of Commence (the “ICC”) under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”), in effect at the time of the arbitration, except as they may be modified hereby or by agreement of the parties to such arbitration. The seat of the arbitration shall be London, England, and the arbitration shall be conducted in the English language. The arbitration shall be conducted by three (3) arbitrators. The Selling Interestholders’ Representatives and the Purchasers shall each nominate one arbitrator within thirty days after delivery of the request for arbitration. In the event that either party fails to nominate an arbitrator within this time period, then upon request of the non-failing party, such arbitrator shall instead be appointed by the ICC. The two arbitrators appointed in accordance with the preceding two sentences shall nominate the third arbitrator within 30 days of their appointment. If the first two appointed arbitrators fail to nominate a third arbitrator within this time period, then upon request of either party, the third arbitrator shall be appointed by the ICC. The three (3) arbitrators shall constitute the arbitral tribunal (the “Arbitral Tribunal”) and the third arbitrator shall serve as Chairman of the Arbitral Tribunal. The arbitral award shall be in writing, shall state the reasons for the award, and shall be final and binding on both Parties. The prevailing Party shall be entitled to recover its reasonable costs, including administrative fees and expenses, arbitrators’ fees and expenses, and fees and expenses of legal representation, incurred in the arbitral proceeding. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets and any award may be enforced in any court of competent jurisdiction. Nothing in this section shall prevent any party from seeking conservatory or interim measures, including, but not limited to, temporary restraining orders or preliminary injunctions or their equivalent, from any court of competent jurisdiction before the Arbitral Tribunal is constituted or, thereafter, upon the order of the Arbitral Tribunal.
Parties in Interest
8. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No person or entity other than the parties hereto shall have any rights under this Agreement. Neither this Agreement nor any right or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) or delegated by either party without the prior written consent of the other party, except that a party may make a transfer of all (but not less than all) of its rights and obligations under this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity. Any purported transfer that is not in compliance with this provision will be void.
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Survival
9. The representations and warranties made by the parties to this Agreement shall survive indefinitely.
Counterparts; Headings; Entire Agreement
10. This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all the previous agreements, promise or representations, whether written or oral, between the parties.
Fees and Expenses
11. Subject to the next sentence, each of the Purchaser and Seller agrees to pay its own expenses and disbursements incident to the performance of its obligations hereunder. If a party shall default in the performance of its obligations hereunder, such party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and disbursements, incurred by the other party by reason of the enforcement and protection of its rights under this Agreement, including costs of collection and of the enforcement of this Section.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| Lars Windhorst | ||||
| By: | /s/ Lars Windhorst | |||
| Name: | Lars Windhorst | |||
| Title: | ||||
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| CONRENT INVEST S.A. | ||||
| acting in the name and on behalf of its Compartment “Safety” | ||||
| By: | /s/ Dirk van Daele | |||
| Name: | Dirk van Daele | |||
| Title: | Director | |||
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