SC 13G/A 1 a20-5440_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Bitauto Holdings Limited

(Name of Issuer)

Ordinary Shares, par value US$0.00004 per share

(Title of Class of Securities)

091727107(1)

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 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).

 


(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one Ordinary Share.

 


 

SCHEDULE 13G

 

CUSIP No. 091727107

 

 

 

1

Names of Reporting Persons
PAG 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
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0%

12

Type of Reporting Person (See Instructions)
CO

 

2


 

1

Names of Reporting Persons
PACIFIC ALLIANCE GROUP 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
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0%

12

Type of Reporting Person (See Instructions)
CO

 

3


 

1

Names of Reporting Persons
PACIFIC ALLIANCE INVESTMENT MANAGEMENT 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
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0%

12

Type of Reporting Person (See Instructions)
CO

 

4


 

1

Names of Reporting Persons
PACIFIC ALLIANCE GROUP ASSET MANAGEMENT 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
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0%

12

Type of Reporting Person (See Instructions)
CO

 

5


 

1

Names of Reporting Persons
PACIFIC ALLIANCE ASIA OPPORTUNITY FUND L.P.

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
0

6

Shared Voting Power
0

7

Sole Dispositive Power
0

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
0%

12

Type of Reporting Person (See Instructions)
PN

 

6


 

Item 1.

 

(a)                                 Name of Issuer: Bitauto Holdings Limited

 

(b)                                 Address of Issuer’s Principal Executive Offices:

 

New Century Hotel Office Tower, 10/F

No. 6 South Capital Stadium Road

Beijing, 100044

The People’s Republic of China

 

Item 2.

 

(a)                                 Name of Person Filing: This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

(i)                                     PAG Holdings Limited (“PAG Holdings”), a Cayman Islands company;

 

(ii)                                  Pacific Alliance Group Limited (“PAG Limited”), a Cayman Islands company, beneficially held as to 99.2% by PAG Holdings;

 

(iii)                               Pacific Alliance Investment Management Limited (“Pacific Alliance Investment Management”), a Cayman Islands company, beneficially held as to 90.0% by PAG Limited;

 

(iv)                              Pacific Alliance Group Asset Management Limited (“PAG Asset Management”), a Cayman Islands company, beneficially held as to 100.0% by Pacific Alliance Investment Management; and

 

(v)                                 Pacific Alliance Asia Opportunity Fund L.P. (“Pacific Alliance Asia Opportunity”), a Cayman Islands limited partnership, of which PAG Asset Management is the general partner.

 

(b)                                 Address of Principal Business Office or, if none, Residence:

 

(i)                                     PAG Holdings

 

The address of the principal business office of PAG Holdings is located at:

 

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

 

(ii)                                  PAG Limited

 

The address of the principal business office of PAG Limited is located at:

 

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands, c/o 15/F., AIA Central, 1 Connaught Road Central, Hong Kong

 

(iii)                               Pacific Alliance Investment Management

 

The address of the principal business office of Pacific Alliance Investment Management is located at:

 

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

 

7


 

(iv)                              PAG Asset Management

 

The address of the principal business office of PAG Asset Management is located at:

 

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

 

(v)                                 Pacific Alliance Asia Opportunity

 

The address of the principal business office of Pacific Alliance Asia Opportunity is located at:

 

PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands

 

(c)                                  Citizenship: The citizenship of each of PAG Holdings, PAG Limited, Pacific Alliance Investment Management, PAG Asset Management and Pacific Alliance Asia Opportunity is the Cayman Islands.

 

(d)                                 Title and Class of Securities: Ordinary shares, par value US$0.00004 per share (“Ordinary Shares”)

 

(e)                                  CUSIP No.: 091727107

 

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)

 

o

 

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

 

 

 

 

 

 

(b)

 

o

 

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

 

 

 

 

 

 

(c)

 

o

 

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

 

 

 

 

 

 

(d)

 

o

 

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

 

 

 

 

 

 

(e)

 

o

 

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

 

 

 

 

 

(f)

 

o

 

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

 

 

 

 

(g)

 

o

 

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

 

 

 

 

 

(h)

 

o

 

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

 

 

 

 

(i)

 

o

 

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

 

 

 

 

 

 

(j)

 

o

 

A non-U.S. institution in accordance with Rule 240.13d–1(b)(1)(ii)(J);

 

 

 

 

 

 

 

(k)

 

o

 

Group, in accordance with Rule 240.13d–1(b)(1)(ii)(K).

 

 

 

 

 

 

 

If filing as a non-U.S. institution in accordance with Rule 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

8


 

Item 4.                                 Ownership

 

Following a redemption by Bitauto Holdings Limited (the “Issuer”) of convertible notes it issued in an aggregate principal amount of US$126 million (the “Convertible Notes”), pursuant to which redemption four entities, namely, (i) PAG Asia Alpha LP, (ii) PAG-P Asia Fund L.P., (iii) PA Grand Opportunity Limited, and (iv) Pacific Alliance Asia Opportunity (the “holders”) sold, and the Issuer purchased, all of the Convertible Notes then held by the holders, each of the holders, and each of the holders’ beneficial owners disclosed herein as the Reporting Persons, beneficially owned zero Ordinary Shares of the Issuer as of December 31, 2019.

 

A.                                    PAG Holdings

 

(a)                                 Amount Beneficially Owned:  0

 

(b)                                 Percent of class:  0%

 

(c)                                  Number of shares as to which the person has:

 

(i)                                    Sole power to vote or to direct the vote:  0

 

(ii)                                Shared power to vote or to direct the vote:  0

 

(iii)         Sole power to dispose or to direct the disposition of:  0

 

(iv)          Shared power to dispose or to direct the disposition of:  0

 

B.                                    PAG Limited

 

(a)                                 Amount Beneficially Owned:  0

 

(b)                                 Percent of class:  0%

 

(c)                                  Number of shares as to which the person has:

 

(i)                                    Sole power to vote or to direct the vote:  0

 

(ii)                                Shared power to vote or to direct the vote:  0

 

(iii)                            Sole power to dispose or to direct the disposition of:  0

 

(iv)                             Shared power to dispose or to direct the disposition of:  0

 

C.                                    Pacific Alliance Investment Management

 

(a)                                 Amount Beneficially Owned:  0

 

(b)                                 Percent of class:  0%

 

(c)                                  Number of shares as to which the person has:

 

(i)                                    Sole power to vote or to direct the vote:  0

 

(ii)                                Shared power to vote or to direct the vote:  0

 

(iii)                            Sole power to dispose or to direct the disposition of:  0

 

(iv)                             Shared power to dispose or to direct the disposition of:  0

 

9


 

D.                                    PAG Asset Management

 

(a)                                 Amount Beneficially Owned:  0

 

(b)                                 Percent of class:  0%

 

(c)                                  Number of shares as to which the person has:

 

(i)                                    Sole power to vote or to direct the vote:  0

 

(ii)                                Shared power to vote or to direct the vote:  0

 

(iii)                            Sole power to dispose or to direct the disposition of:  0

 

(iv)                             Shared power to dispose or to direct the disposition of:  0

 

E.                                     Pacific Alliance Asia Opportunity

 

(a)                                 Amount Beneficially Owned:  0

 

(b)                                 Percent of class:  0%

 

(c)                                  Number of shares as to which the person has:

 

(i)                                    Sole power to vote or to direct the vote:  0

 

(ii)                                Shared power to vote or to direct the vote:  0

 

(iii)                            Sole power to dispose or to direct the disposition of:  0

 

(iv)                             Shared power to dispose or to direct the disposition of:  0

 

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

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

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.

 

10


 

Item 10.                          Certifications.

 

Not applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 23, 2020

 

 

 

PAG HOLDINGS LIMITED

 

 

 

 

 

 

By:

/s/ Jon Lewis

 

 

Name:

Jon Lewis

 

 

Title:

Director

 

 

 

 

 

 

PACIFIC ALLIANCE GROUP LIMITED

 

 

 

 

 

 

By:

/s/ Jon Lewis

 

 

Name:

Jon Lewis

 

 

Title:

Director

 

 

 

 

 

 

PACIFIC ALLIANCE INVESTMENT MANAGEMENT LIMITED

 

 

 

 

 

 

By:

/s/ Jon Lewis

 

 

Name:

Jon Lewis

 

 

Title:

Director

 

 

 

 

 

 

PACIFIC ALLIANCE GROUP ASSET MANAGEMENT LIMITED

 

 

 

 

 

 

By:

/s/ Jon Lewis

 

 

Name:

Jon Lewis

 

 

Title:

Director

 

 

 

 

 

 

PACIFIC ALLIANCE ASIA OPPORTUNITY FUND L.P.

 

 

 

 

 

 

By:

/s/ Jon Lewis

 

 

Name:

Jon Lewis

 

 

Title:

Director of Pacific Alliance Group Asset Management Limited, acting as general partner of Pacific Alliance Asia Opportunity Fund L.P.

 

11


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

12