1.
|
Names of Reporting Persons.
Tencent Holdings Limited
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
16,628,3131
|
6.
|
Shared Voting Power
None
|
7.
|
Sole Dispositive Power
16,628,313
|
8.
|
Shared Dispositive Power
None
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,628,313
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.4% of total outstanding Class A Ordinary Shares and
4.7% of total outstanding Ordinary Shares2
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
1
Include (i) 6,424,563 Class A Ordinary Shares, par value US$0.04 per
share (“Class A Ordinary Shares”), of Farfetch Limited (the “Issuer”) held by Huang
River Investment Limited, a direct wholly-owned subsidiary of Tencent Holdings Limited, and (ii) 10,203,750 Class A Ordinary Shares
issuable upon the conversion in full of the US$125 million principal amount of 5.00% convertible notes due 2025 (the “Private
Placement Notes”) issued by the Issuer to Huang River Investment Limited in a private placement completed in February
2020.
1
Calculation is based on (i) 297,017,774 total outstanding Class A Ordinary Shares of the Issuer as of January 31,
2020, as disclosed in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, (ii) 42,858,080 total
outstanding Class B Ordinary Shares, par value US$0.04 per share (“Class B Ordinary Shares” and together with
the Class A Ordinary Shares, the “Ordinary Shares”), of the Issuer as of January 31, 2020, as disclosed in
the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, and (iii) 10,203,750 Class A Ordinary Shares
issuable upon the conversion in full of the US$125 million principal amount of Private Placement Notes held by Huang River Investment
Limited. Each Class A Ordinary Share is entitled to one vote, while each Class B Ordinary Share is entitled to twenty votes, in
respect of matters requiring the votes of the shareholders. The 16,628,313 Class A Ordinary Shares beneficially owned by Tencent
Holdings Limited represent approximately 5.4% of the total outstanding Class A Ordinary Shares, approximately 4.7% of the total
outstanding Ordinary Shares and approximately 1.4% of the aggregate voting power of the total outstanding Ordinary Shares.
1.
|
Names of Reporting Persons.
Huang River Investment Limited
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
The British Virgin Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
5.
|
Sole Voting Power
16,628,3133
|
6.
|
Shared Voting Power
None
|
7.
|
Sole Dispositive Power
16,628,313
|
8.
|
Shared Dispositive Power
None
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,628,313
|
10.
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) [_]
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.4% of the total outstanding Class A Ordinary Shares
and 4.7% of total outstanding Ordinary Shares4
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
3
Include (i) 6,424,563 Class A Ordinary Shares held by Huang River Investment
Limited and (ii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million principal
amount of Private Placement Notes held by Huang River Investment Limited.
4
Calculation is based on (i) 297,017,774 total outstanding Class A Ordinary Shares of the Issuer as of January 31, 2020, as disclosed
in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019, (ii) 42,858,080 total outstanding Class
B Ordinary Shares of the Issuer as of January 31, 2020, as disclosed in the Issuer’s annual report on Form 20-F for the year
ended December 31, 2019, and (iii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million
principal amount of Private Placement Notes held by Huang River Investment Limited. Each Class A Ordinary Share is entitled to
one vote, while each Class B Ordinary Share is entitled to twenty votes, in respect of matters requiring the votes of the shareholders.
The 16,628,313 Class A Ordinary Shares beneficially owned by Huang River Investment Limited represent approximately 5.4% of the
total outstanding Class A Ordinary Shares, approximately 4.7% of the total outstanding Ordinary Shares and approximately 1.4% of
the aggregate voting power of the total outstanding Ordinary Shares.
Item 1(a).
|
Name of Issuer:
|
Farfetch Limited
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
The
Bower, 211 Old Street, London EC1V 9NR, United Kingdom
|
Item 2(a).
|
Name of Person Filing:
|
Tencent Holdings Limited
Huang River Investment Limited
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
For
both Huang River Investment Limited and Tencent Holdings Limited:
29/F.,
Three Pacific Place
No. 1
Queen’s Road East
Wanchai,
Hong Kong
Tencent Holdings Limited – Cayman
Islands
Huang River Investment Limited –
British Virgin Islands
|
Item 2(d).
|
Title of Class of Securities:
|
Class A Ordinary Shares, $0.04 par
value per share
30744W107
|
Item 3.
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not applicable.
Rows 5-9 of the cover page for
each reporting person are incorporated in this Item 4 by reference.
Huang
River Investment Limited beneficially owns 16,628,313 Class A Ordinary Shares of the Issuer, including (i) 6,424,563
Class A Ordinary Shares held by Huang River Investment Limited; and (ii) 10,203,750 Class A Ordinary Shares issuable upon
the conversion in full of the US$125 million principal amount of Private Placement Notes held by Huang River Investment Limited.
Tencent
Holdings Limited may be deemed to have beneficial ownership of the 16,628,313 Class A Ordinary Shares beneficially owned by Huang
River Investment Limited, its direct wholly-owned subsidiary.
The
16,628,313 Class A Ordinary Shares beneficially owned by each reporting person represent approximately 5.4% of the total outstanding
Class A Ordinary Shares, approximately 4.7% of the total outstanding Ordinary Shares and approximately 1.4% of the aggregate voting
power of the total outstanding Ordinary Shares.
The above calculation is based
on (i) 297,017,774 total outstanding Class A Ordinary Shares of the Issuer as of January 31, 2020, as disclosed in the Issuer’s
annual report on Form 20-F for the year ended December 31, 2019, (ii) 42,858,080 total outstanding Class B Ordinary Shares of the
Issuer as of January 31, 2020, as disclosed in the Issuer’s annual report on Form 20-F for the year ended December 31, 2019,
and (iii) 10,203,750 Class A Ordinary Shares issuable upon the conversion in full of the US$125 million principal amount
of Private Placement Notes held by Huang River Investment Limited. Each Class A Ordinary Share is entitled to one vote, while each
Class B Ordinary Share is entitled to twenty votes, in respect of matters requiring the votes of the shareholders.
THL E Limited, a direct
wholly-owned subsidiary of Tencent Holdings Limited, purchased US$25 million principal amount of 3.75% convertible senior notes
due 2027 issued by the Issuer (the “144A Notes”) in an offering completed on April 30, 2020 to qualified institutional
buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended. The US$25 million principal amount of
the 144A Notes are convertible into 1,549,667 Class A Ordinary Shares in certain circumstances as described below, based on their
initial conversion rate. The 144A Notes may be converted at their holder’s option only in the following circumstances: (1) during
any calendar quarter commencing after the calendar quarter ending on September 30, 2020, if the last reported sale price per Class
A ordinary share exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days
ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive
business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement
period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period
was less than 98% of the product of the last reported sale price per Class A Ordinary Share on such trading day and the conversion
rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Issuer’s Class A Ordinary
Shares; (4) if the Issuer calls such Notes for redemption; and (5) at any time from, and including, January 1, 2027 until the
close of business on the second scheduled trading day immediately before the maturity date.
|
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.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
See Item 4.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Each reporting person hereby makes
the following certification:
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
LIST OF EXHIBITS
Exhibit No.
|
Description
|
99.1
|
Joint Filing Agreement, dated May 5, 2020, by and between Tencent Holdings Limited and Huang River
Investment Limited.
|
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.
Date: May 5, 2020
|
TENCENT HOLDINGS LIMITED
|
|
|
|
|
|
By:
|
/s/ James Gordon Mitchell
|
|
|
Name: James Gordon Mitchell
|
|
|
Title: Authorized Signatory
|
|
HUANG RIVER INVESTMENT LIMITED
|
|
|
|
|
|
By:
|
/s/ James Gordon Mitchell
|
|
|
Name: James Gordon Mitchell
|
|
|
Title: Authorized Signatory
|