Amended Statement of Beneficial Ownership (sc 13d/a)
01 Septiembre 2017 - 11:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Global
Sources Ltd.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
G 39300 101
(CUSIP Number)
S.
Nicholas Walker
Praia do Flamengo 278
Flamengo, Rio de Janeiro, Brazil
(818) 813-8413
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 28, 2017
(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 ☐.
Note
. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§240.13d-7 for other parties to whom copies are to be sent.
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*
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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.
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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 (the “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).
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1.
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Names of
Reporting Persons
S. Nicholas Walker
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2 (e) ☐
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6.
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Citizenship or Place of
Organization
United
Kingdom
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Number of
Shares
Beneficially by Owned by
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (9)
0
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14.
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Type of Reporting Person (See
Instructions)
IN
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-1-
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1.
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Names of
Reporting Persons
York Lion, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2 (e) ☐
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6.
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Citizenship or Place of
Organization
Cayman
Islands
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Number of
Shares
Beneficially by Owned by
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (9)
0
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14.
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Type of Reporting Person (See
Instructions)
PN
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-2-
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1.
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Names of
Reporting Persons
York GP, Ltd.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2 (e) ☐
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6.
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Citizenship or Place of
Organization
Cayman
Islands
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Number of
Shares
Beneficially by Owned by
Each
Reporting
Person
With:
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (9)
0
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14.
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Type of Reporting Person (See
Instructions)
OO
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-3-
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Item 1.
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Security and Issuer.
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This Amendment No. 2 (“
Amendment
No. 2
”) amends the Schedule 13D filed with the United States Securities and Exchange Commission (the “
SEC
”) on October 3, 2016, as amended by Amendment No. 1, filed on May 8, 2017 (hereinafter, the
“
Schedule 13D
”), filed by (i) York Lion, L.P., a Cayman Islands limited partnership (“
York Lion
”), (ii) York GP, Ltd., a Cayman Islands limited company (“
York GP
”), and (iii) S.
Nicholas Walker, a citizen of the United Kingdom (together with York Lion and York GP, the “
Reporting Persons
”), relating to the common stock, $0.01 par value per share, of Global Sources Ltd. (the “
Issuer
”), a
Bermuda corporation with principal offices located at Canon’s Court, 22 Victoria Street, Hamilton, HM 12 Bermuda.
Capitalized
terms used but not defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
This Amendment No. 2 amends
the Schedule 13D as follows:
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Item 5.
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Interest in Securities of the Issuer.
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On August 28, 2017, the Issuer was
amalgamated with Expo Holdings II, Ltd. (“
Amalgamation Sub
”), a wholly-owned subsidiary of Expo Holdings I Ltd. (“
Parent
”), pursuant to the terms of an agreement and plan of amalgamation (the “
Amalgamation
Agreement
”) by and among the Issuer, Amalgamation Sub and Parent (the “
Amalgamation
”).
Subject to the terms and
conditions set forth in the Amalgamation Agreement, which was approved by the Issuer’s shareholders at a special general meeting held on July 24, 2017, at the effective time of the Amalgamation, each issued and outstanding share of common
stock of the Issuer was automatically cancelled and converted into the right to receive an amount equal to US$20.00 in cash, without interest. As a result of the foregoing transactions, the Reporting Persons no longer beneficially own any of the
Issuer’s shares of common stock.
Other than as a result of the Amalgamation, none of the Reporting Persons has effected a
transaction in the Issuer’s shares of common stock in the last sixty (60) days. To the knowledge of the Reporting Persons, no person listed on
Schedule A
to the Schedule 13D has effected a transaction in the Issuer’s shares of
common stock in the last sixty (60) days.
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Item 7.
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Material Filed as Exhibits.
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1.
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Joint Filing Agreement.*
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2.
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Power of Attorney of S. Nicholas Walker.*
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3.
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Power of Attorney of York Lion, L.P.*
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4.
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Power of Attorney of York GP, Ltd.*
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[Signature page
follows.]
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*
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Previously filed with the Schedule 13D filed with the SEC on October 3, 2016.
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-4-
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this Amendment No. 2 to
Schedule 13D is true, complete and correct.
Dated: September 1, 2017
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/s/ S. Nicholas Walker
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S. NICHOLAS WALKER
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YORK LION, L.P.
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By:
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York GP, Ltd.,
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General Partner
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By:
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/s/ S. Nicholas Walker
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S. Nicholas Walker,
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Managing Director
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YORK GP, LTD.
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By:
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/s/ S. Nicholas Walker
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S. Nicholas Walker,
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Managing Director
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-5-
EXHIBIT INDEX
** Filed
with the Schedule 13D filed with the SEC on October 3, 2016.
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