In connection with the closing (the Closing) on June 24, 2020 (the Closing
Date) of the transactions contemplated by the share transfer agreement (Share Transfer Agreement), dated as of May 6, 2020, by and among the Seller, Chesham, the Company and certain other holders of Senior PIK Notes, the
Seller transferred to Chesham an aggregate of 16,478,978 Ordinary Shares in the Company (the GIC Shares) as consideration for Cheshams surrender of its 111,524,660 principal amount of the Senior PIK Notes.
Item 4.
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Purpose of Transaction.
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The Reporting Persons invested in the Senior PIK Notes, and ultimately took control of the GIC Shares, for investment purposes, subject to the following:
The information in Item 6 of this Schedule 13D is incorporated herein by reference.
The Reporting Persons intend to review on a continuing basis their investments in the Company. The Reporting Persons may communicate with the board of
directors of the Company (the Board), members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view
to maximizing stockholder value. Such discussions and actions may be preliminary and exploratory in nature, and may not rise to the level of a plan or proposal. Subject to the agreements described herein, the Reporting Persons may seek to acquire
additional securities of the Company (which may include rights or securities exercisable or convertible into securities of the Company) from time to time, in each case, in open market or private transactions, block sales or otherwise, including in
connection with extraordinary corporate transactions, such as a tender offer, merger or consolidation that would result in the de-listing of the Ordinary Shares, and/or may seek to sell or otherwise dispose of
some or all of the Companys securities from time to time. The Reporting Persons expect to continue to actively evaluate such transactions, and to take other actions intended to position the Reporting Persons to opportunistically engage in one
or more of such transactions in the future. Subject to the agreements described herein, any transaction that any of the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of
factors, including, without limitation, the price and availability of the Companys securities, subsequent developments affecting the Company, the Companys business and the Companys prospects, other investment and business
opportunities available to such Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons.
Pursuant to its right to designate one nominee for election to the Board under the Director Nomination Agreement (defined in Item 6 below), Chesham designated
Mr. Roberto Rittes, the CEO of Nextel Telecom, to serve as a member of the Board. In such capacity, Mr Rittes and the Reporting Persons may have influence over the corporate activities of the Company, including activities which may relate to
items described in Item 4 of this Schedule 13D.
Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or
proposals that relate to or would result in any of the actions described in Item 4 of this Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and
change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Company or the Board with respect to the business and affairs of the Company and may from time to time consider pursuing or
proposing such matters with advisors, the Company or other persons.
Item 5.
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Interest in Securities of the Issuer.
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(a) (b) Calculations of the percentage of Ordinary Shares beneficially owned are calculated in accordance with Rule
13d-3 and assumes that there are 71,179,765 Ordinary Shares outstanding.
The aggregate number and percentage of
Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.