CUSIP: M9068E105
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
| SodaStream International Ltd. |
| (Name of Issuer) |
| Ordinary Shares, par value NIS 0.645 per share |
| (Title of Class of Securities) |
| M9068E105 |
| (CUSIP Number) |
| December 31, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-l(b)
¨ Rule 13d-l(c)
x Rule 13d-l(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Page 1 of 8 |
CUSIP: M9068E105
| 1. |
Names of Reporting Persons
Real Property International Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
| 3. | SEC Use Only |
|
4.
|
Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially by Owned by Each Reporting Person With: |
5. | Sole Voting Power: 374,143 |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 374,143 | |
| 8. | Shared Dispositive Power: 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 374,143 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x See Item 4 |
| 11. | Percent of Class Represented by Amount in Row (9): 1.69 %* |
| 12. | Type of Reporting Person (See Instructions): CO |
| * Calculation is based on 22,122,935 Ordinary Shares of the Issuer issued and outstanding as of December 31, 2017, as reported by the Issuer. |
| Page 2 of 8 |
CUSIP: M9068E105
| 1. |
Names of Reporting Persons
Real Property Investment (Guernsey) Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization
Guernsey |
| Number of Shares Beneficially by Owned by Each Reporting Person With: |
5. | Sole Voting Power: 653,158 |
| 6. | Shared Voting Power: 0 | |
| 7. | Sole Dispositive Power: 653,158 | |
| 8. | Shared Dispositive Power: 0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person: 653,158 |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x See Item 4 |
| 11. | Percent of Class Represented by Amount in Row (9): 2.95 %* |
| 12. | Type of Reporting Person (See Instructions): CO |
| * Calculation is based on 22,122,935 Ordinary Shares of the Issuer issued and outstanding as of December 31, 2017, as reported by the Issuer. |
| Page 3 of 8 |
CUSIP: M9068E105
Item 1.
| (a) | Name of Issuer: |
SodaStream International Ltd.
| (b) | Address of Issuer’s Principal Executive Offices: |
Gilboa Street, Airport City, Ben Gurion Airport 7010000, Israel
Item 2.
| (a) | Name of Persons Filing: |
Real Property International Limited (re-domiciled to the British Virgin Islands and name changed from Real Property Investment Limited in 2014)
Real Property Investment (Guernsey) Limited
The foregoing entities are sometimes collectively referred to herein as the “Reporting Persons.”
| (b) | Address of Principal Business Office or, if None, Residence: |
Real Property International Limited: 57/63 Line Wall Road, Gibraltar, GX11 1AA
Real Property Investment (Guernsey) Limited: 57/63 Line Wall Road, Gibraltar, GX11 1AA
| (c) | Citizenship |
Real Property International Limited – British Virgin Islands
Real Property Investment (Guernsey) Limited – Guernsey
| (d) | Title of Class of Securities |
Ordinary Shares
| (e) | CUSIP Number |
M9068E105
| Item 3. | If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | ¨ | An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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CUSIP: M9068E105
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J); |
| (k) | ¨ | Group, in accordance with §240.13d-l(b)(l)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: __________
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Each Reporting Person identified in Item 1 is a distinct private legal entity and exercises its voting and investment decisions independently of the other Reporting Persons. The information provided in this Schedule 13G/A, including the information provided in this Item 4, reflects this structure, however, by virtue of the Board of Directors of each Reporting Person consisting of the same two parties Ian Felice and Cheam Directors Limited, the Reporting Persons may be deemed to be a “group” under Section 13(d)(3) and each Reporting Person may be deemed to beneficially own the Issuer’s shares beneficially owned by the other Reporting Persons, however, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. Each Reporting Person disclaims beneficial ownership of the Issuer’s shares beneficially owned by the other Reporting Persons.
Real Property International Limited:*
| (a) | Amount beneficially owned: 374,143 |
| (b) | Percent of class: 1.69 %† |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 374,143 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 374,143 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
Real Property Investment (Guernsey) Limited:*
| (a) | Amount beneficially owned: 653,158 |
| (b) | Percent of class: 2.95 %† |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 653,158 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | SSole power to dispose or to direct the disposition of: 653,158 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
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CUSIP: M9068E105
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
| * | Each Reporting Person is a distinct private legal entity controlled by its Board of Directors. The shares of each Reporting Person are held 50% by Line Holdings Limited and 50% by Line Nominees Limited as bare nominees for Line Trust Corporation Limited, a professional trustee company, in its capacity as trustee of a discretionary settlement constituted under the laws of Gibraltar, with the potential beneficiaries being certain of the remoter issue of Conrad Morris, who is the father of David Morris, a director of the Issuer. The Board of Directors of each reporting Person has the sole power to vote and dispose of the Ordinary Shares of the Issuer that are directly beneficially owned by the respective Reporting Person. |
| † | Calculation is based on 22,122,935 Ordinary Shares of the Issuer issued and outstanding as of December 31, 2017, as reported by the Issuer. |
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CUSIP: M9068E105
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 2, 2018 | Real Property INTERNATIONAL Limited | |
| By: | /s/ Ian Calderon | |
| Ian Calderon on behalf of Cheam Directors Limited | ||
| Director | ||
| By: | /s/ Ian Felice | |
| Ian Felice | ||
| Director |
| Dated: February 2, 2018 | Real Property Investment (Guernsey) Limited | |
| By: | /s/ Ian Calderon | |
| Ian Calderon on behalf of Cheam Directors Limited | ||
| Director | ||
| By: | /s/ Ian Felice | |
| Ian Felice | ||
| Director |
| Page 7 of 8 |
CUSIP: M9068E105
EXHIBIT INDEX
| Page 8 of 8 |
EXHIBIT 1 to
SCHEDULE 13G/A
JOINT FILING AGREEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: February 2, 2018
| Real Property INTERNATIONAL Limited | ||
| By: | /s/ Ian Calderon | |
| Ian Calderon on behalf of Cheam Directors Limited | ||
| Director | ||
| By: | /s/ Ian Felice | |
| Ian Felice | ||
| Director |
| Real Property Investment (Guernsey) Limited | ||
| By: | /s/ Ian Calderon | |
| Ian Calderon on behalf of Cheam Directors Limited | ||
| Director | ||
| By: | /s/ Ian Felice | |
| Ian Felice | ||
| Director |
Exhibit 2
Real Property International Limited
(the “Company”)
MINUTES of a Meeting of the Board of Directors of the above named company held at 237 Main Street, Gibraltar, on the 2nd day of February 2018.
| Present: | Ian Calderon for and on behalf of Cheam Directors Limited – Director | |
| Ian Felice – Director | ||
| 1. | CHAIRMAN, NOTICE AND QUORUM |
IT WAS RESOLVED that Mr Calderon be appointed Chairman of the meeting.
The Chairman reported that due notice of the Meeting had been given to each Director and that a quorum was present. Accordingly, the Chairman declared the Meeting duly convened and constituted.
| 2. | DECLARATIONS OF INTEREST |
Each member of the board declared that he had no interest in the matters under consideration which would prevent him from voting or counting towards a quorum whether by law, the Articles of Association of the Company or otherwise, and each member of the board that was personally interested in the matters under consideration by virtue of his directorship and shareholding (whether direct or indirect) duly declared his interest in accordance with section 124 of the BVI Business Companies Act, 2004.
| 3. | RESOLUTIONS |
The Chairman tabled at the meeting a Schedule 13G/A to be submitted to the United States Securities and Exchange Commission in order to declare the Company’s holding in SodaStream International Ltd for the year ending 31st December 2017 (the “Form”).
After due consideration IT WAS RESOLVED to approve the Form and to authorise Mr Calderon on behalf of Cheam Directors Limited, Director to sign the Form on behalf of the Company and that it be filed with the SEC.
| 4. | CONCLUSION |
There being no further business, the Chairman declared the Meeting closed.
| /s/ Ian Calderon | ||
| CHAIRMAN |
Exhibit 3
Real Property Investment (Guernsey) Limited
(the “Company”)
MINUTES of a Meeting of the Board of Directors of the above named company held at 237 Main Street, Gibraltar, on the 2nd day of February 2018.
| Present: | Ian Calderon for and on behalf of Cheam Directors Limited - Director | |
| Ian Felice – Director | ||
| 1. | CHAIRMAN, NOTICE AND QUORUM |
IT WAS RESOLVED that Mr Calderon be appointed Chairman of the meeting.
The Chairman reported that due notice of the Meeting had been given to each Director and that a quorum was present. Accordingly, the Chairman declared the Meeting duly convened and constituted.
| 2. | DECLARATIONS OF INTEREST |
| 2.1 | It was noted that each of the directors of the Company had examined in detail the requirements of the Company's Articles of Incorporation in respect of disclosure of directors' interests and sections 162 to 167 of the Companies (Guernsey) Law, 2008 (as amended) (the "Companies Law"). |
| 2.2 | It was further noted that each of the directors of the Company had made: |
| (a) | a disclosure (in accordance with section 162(1)(b) of the Companies Law) of the nature and extent of any material interest (as defined in section 167 of the Companies Law) (if any) in the business to be transacted at the Meeting; and |
| (b) | a general disclosure (in accordance with section 162(3) of the Companies Law) of any material interests (as defined in section 167 of the Companies Law) (if any) in the counterparty to the business to be transacted at the Meeting. |
| 3. | RESOLUTIONS |
The Chairman tabled at the meeting a Schedule 13G/A to be submitted to the United States Securities and Exchange Commission in order to declare the Company’s holding in SodaStream International Ltd for the year ending 31st December 2017 (the “Form”).
After due consideration IT WAS RESOLVED to approve the Form and to authorise Mr Calderon on behalf of Cheam Directors Limited, Director to sign the Form on behalf of the Company and that it be filed with the SEC.
| 4. | CONCLUSION |
There being no further business, the Chairman declared the Meeting closed.
| /s/ Ian Calderon | ||
| CHAIRMAN |