0001144204-14-011724.txt : 20140226 0001144204-14-011724.hdr.sgml : 20140226 20140226155803 ACCESSION NUMBER: 0001144204-14-011724 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140226 DATE AS OF CHANGE: 20140226 GROUP MEMBERS: ANATOLY KARACHINSKIY GROUP MEMBERS: LUXOFT SOP CO S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Luxoft Holding, Inc CENTRAL INDEX KEY: 0001538375 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87527 FILM NUMBER: 14644560 BUSINESS ADDRESS: STREET 1: AKARA BLDG., 24 DE CASTRO STREET STREET 2: WICKHAMS CAY I, PO BOX 3136 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 410445568446 MAIL ADDRESS: STREET 1: BUNDENSSTRASSE 5 CH-6300 CITY: ZUG STATE: V8 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Luxoft Holding Inc. DATE OF NAME CHANGE: 20111228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IBS Group Holding Ltd CENTRAL INDEX KEY: 0001600896 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: KISSACK COURT STREET 2: 29 PARLIAMENT STREET CITY: RAMSEY STATE: Y8 ZIP: IM8 1JA BUSINESS PHONE: 7 495 967 8000 MAIL ADDRESS: STREET 1: KISSACK COURT STREET 2: 29 PARLIAMENT STREET CITY: RAMSEY STATE: Y8 ZIP: IM8 1JA SC 13G 1 v369804_sc13g.htm SC 13G

 

CUSIP No. G57279104

Page 1 of 9

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.)*

 

Luxoft Holding, Inc

(Name of Issuer)

 

Class A Ordinary Shares

Class B Ordinary Shares

 

(Title of Class of Securities)

 

Class A Ordinary Shares: G57279104

Class B Ordinary Shares: Not Applicable

 

 (CUSIP Number)

 

December 31, 2013

(Date of Event which Requires Filing of this Statement)

 

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

¨ Rule 13d-1(b)

¨  Rule 13d-1(c)

x  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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 (however, see the Notes).

 

 
 

 

CUSIP No. G57279104

Page 2 of 9

 

1.  

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

IBS Group Holding 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
 
Isle of Man
   

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5. SOLE VOTING POWER
 
0
 
  6. SHARED VOTING POWER

22,737,583(1)
 
  7. SOLE DISPOSITIVE POWER

0
 
  8. SHARED DISPOSITIVE POWER
 
22,737,583(1)
 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

22,737,583(1)(2)
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    £
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

72.78%(1)(2)
   
12.   TYPE OF REPORTING PERSON (see instructions)

CO
   

 

(1)Includes 22,540,155 Class B shares held directly by IBS Group Holding Limited and 197,428 Class A shares held directly by Luxoft SOP Company S.A., which is an indirect wholly owned subsidiary of IBS Group Holding Limited. Luxoft SOP Company S.A. disclaims beneficial ownership in the shares reported on this Schedule 13G except to the extent of its direct pecuniary interest therein. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, including dividend and liquidation rights, except with respect to voting and conversion. Each Class A Ordinary Share is entitled to one vote per share. Each Class B Ordinary Share is entitled to 10 votes per share and is convertible at any time at the option of the holder into one Class A Ordinary Share.
(2)Assumes conversion of all such reporting person’s Class B Ordinary Shares into Class A Ordinary Shares.

 

 
 

 

CUSIP No. G57279104

Page 3 of 9

 

1.  

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

Luxoft SOP Company S.A.

   
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 OWNED BY EACH REPORTING PERSON WITH   5. SOLE VOTING POWER
 
0
 
  6. SHARED VOTING POWER

197,428(1)
 
  7. SOLE DISPOSITIVE POWER

0
 
  8. SHARED DISPOSITIVE POWER
 
197,428(1)
 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

197,428(1)
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    £
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.27%(1)
   
12.   TYPE OF REPORTING PERSON (see instructions)

CO
   

 

(1)Consists of 197,428 Class A Ordinary Shares held directly by Luxoft SOP Company S.A., which is an indirect wholly owned subsidiary of IBS Group Holding Limited, on behalf of participants in the Issuer’s equity plans. The Issuer’s ordinary shares are issued to Luxoft SOP Company S.A. in connection with the vesting of options, and Luxoft SOP Company S.A. then transfers such shares to participants in accordance with the option agreements. The Compensation Committee of the Issuer’s Board of Directors has voting power over such shares in connection with its responsibilities of administering the equity plans. Luxoft SOP Company S.A. disclaims beneficial ownership in the shares reported on this Schedule 13G except to the extent of its direct pecuniary interest therein.

 

 
 

 

CUSIP No. G57279104

Page 4 of 9

 

1.  

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

Anatoly Karachinskiy

   
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
 
Russian Federation
   

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5. SOLE VOTING POWER
 
0
 
  6. SHARED VOTING POWER

22,737,583(1)
 
  7. SOLE DISPOSITIVE POWER

0
 
  8. SHARED DISPOSITIVE POWER
 
22,737,583(1)
 

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

22,737,583(1)
   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    £
   
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

72.78%(1)(2)
   
12.   TYPE OF REPORTING PERSON (see instructions)

IN
   

 

(1)Includes 22,540,155 Class B shares held directly by IBS Group Holding Limited and 197,428 Class A shares held directly by Luxoft SOP Company S.A., which is an indirect wholly owned subsidiary of IBS Group Holding Limited. Mr. Anatoly Karachinskiy, the President and Chairman of the Advisory Board of IBS Group Holding Limited, owns 100% of BXA Investments Ltd., which owns 8,346,000 shares, or 37.7%, of IBS Group Holding Limited. Mr. Karachinskiy also owns 1,242,084 global depositary receipts each representing one share of IBS Group Holding Limited, or approximately 5.6% of IBS Group Holding Limited, deposited at The Bank of New York Mellon. Croyton Limited, which holds 4,472,078 shares, or 20.2%, of IBS Group Holding Limited, is the trustee for the IBS Group founders trust, of which Mr. Karachinskiy is one of the beneficiaries. Mr. Karachinskiy may be deemed to have voting and investment power with respect to the shares IBS Group Holding Limited beneficially owns and, therefore, may be deemed to have beneficial ownership of such shares. Luxoft SOP Company S.A. and Mr. Karachinskiy each disclaim beneficial ownership in the shares reported on this Schedule 13G except to the extent of their respective direct pecuniary interest therein. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, including dividend and liquidation rights, except with respect to voting and conversion. Each Class A Ordinary Share is entitled to one vote per share. Each Class B Ordinary Share is entitled to 10 votes per share and is convertible at any time at the option of the holder into one Class A Ordinary Share.

 

(2)Assumes conversion of all such reporting person’s Class B Ordinary Shares into Class A Ordinary Shares.

 

 
 

 

CUSIP No. G57279104

Page 5 of 9

 

Item 1.

 

  (a) Name of Issuer
Luxoft Holding, Inc
     
  (b)

Address of Issuer’s Principal Executive Offices
Akara Building

24 De Castro Street Wickhams Cay 1
Road Town, Tortola

British Virgin Islands

 

Item 2.

 

  (a)

Name of Persons Filing:
IBS Group Holding Limited

Luxoft SOP Company S.A.

Anatoly Karachinskiy

     
  (b)

Address of the Principal Office or, if none, residence

c/o IBS Group Holding Limited

Kissack Court

29 Parliament Street

Ramsey, IM8 1AT

Isle of Man

     
  (c)

Citizenship
IBS Group Holding Limited: Isle of Man

Luxoft SOP Company S.A.: British Virgin Islands

Anatoly Karachinskiy: Russian Federation

     
  (d) Title of Class of Securities
Class A Ordinary Shares and Class B Ordinary Shares  
     
  (e)

CUSIP Number

Class A Ordinary Shares: G57279104

Class B Ordinary Shares: Not Applicable

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(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-1(b)(1)(ii)(E);

 

 
 

 

CUSIP No. G57279104

Page 6 of 9

 

  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(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);
       
  (j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

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.

 

Pursuant to Rule 13d-3(d)(1), all Class B Ordinary Shares (which are convertible into Class A Ordinary Shares) held by the reporting persons were deemed to be converted for the purposes of (i) determining the aggregate amount of Class A Ordinary Shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A Ordinary Shares owned by such persons. Consequently, all Class A Ordinary Share amounts and percentages are inclusive, where applicable, of the Class B Ordinary Share amounts and percentages set forth herein. The percentages of ownership set forth below are based on 8,699,940 shares of Class A Ordinary Shares and 24,058,595 shares of Class B Ordinary Shares outstanding at December 31, 2013 as reported by the Issuer to the reporting persons.

 

IBS Group Holding Limited  Class A   Class B 
(a) Amount beneficially owned:   22,737,583    22,540,155 
(b) Percent of class:   72.78%   93.69%
(c) Number of shares as to which the person has:          
(i) Sole power to vote or to direct the vote   0    0 
(ii) Shared power to vote or to direct the vote   22,737,583    22,540,155 
(iii) Sole power to dispose or to direct the disposition of   0    0 
(iv) Shared power to dispose or to direct the disposition of   22,737,583    22,540,155 

 

Luxoft SOP Company S.A.  Class A   Class B 
(a) Amount beneficially owned:   197,428    0 
(b) Percent of class:   2.27%   0%
(c) Number of shares as to which the person has:          
(i) Sole power to vote or to direct the vote   0    0 
(ii) Shared power to vote or to direct the vote   197,428    0 
(iii) Sole power to dispose or to direct the disposition of   0    0 
(iv) Shared power to dispose or to direct the disposition of   197,428    0 

 

Anatoly Karachinskiy  Class A   Class B 
(a) Amount beneficially owned:   22,737,583    22,540,155 
(b) Percent of class:   72.78%   93.69%
(c) Number of shares as to which the person has:          
(i) Sole power to vote or to direct the vote   0    0 
(ii) Shared power to vote or to direct the vote   22,737,583    22,540,155 
(iii) Sole power to dispose or to direct the disposition of   0    0 
(iv) Shared power to dispose or to direct the disposition of   22,737,583    22,540,155 

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

 
 

 

CUSIP No. G57279104

Page 7 of 9

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

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.  Certification.

 

Not Applicable.

 

 
 

 

CUSIP No. G57279104

Page 8 of 9

 

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 26, 2014. IBS Group Holding Limited
   
  By: /s/ Glen Granovsky
  Name: Glen Granovsky
  Title: Director and Authorized Signatory
   
  Luxoft SOP Company S.A.
   
  By: /s/ Glen Granosvsky
  Name: Glen Granovsky
  Title: Director of IBS Directors Ltd., Director and
Authorized Signatory of Luxoft SOP Company S.A
   
  Anatoly Karachinskiy
   
  By: /s/ Anatoly Karachinskiy

 

 
 

 

CUSIP No. G57279104

Page 9 of 9

 

 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
Exhibit 99.1   Joint Filing Agreement, dated February 26, 2014

 

 

 

EX-99.1 2 v369804_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1 

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Luxoft Holding, Inc. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

Date: February 26, 2014.

 

  IBS Group Holding Limited
   
  By: /s/ Glen Granovsky  
  Name: Glen Granovsky
  Title: Director and Authorized Signatory
   
  Luxoft SOP Company S.A.
   
  By: /s/ Glen Granovsky  
  Name: Glen Granovsky
  Title: Director of IBS Directors Ltd.,
Director and Authorized Signatory of Luxoft SOP Company S.A
   
  Anatoly Karachinskiy
   
  By: /s/ Anatoly Karachinskiy