Sec Form 13D Filing - Japan NK Investment K.K. filing for Sky Solar Holdings Ltd.Sky Solar Holdings Ltd. - 2020-09-11

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Mitsutoshi Nishiyama
Japan NK Investment K.K.

9th Fl. Kotobuki Bldg., 10-4

Iwamotocho-3chome, Chiyoda-ku, Tokyo 101-0032

Telephone: +813 5839 2046

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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.

This Amendment No. 6 on Schedule 13D/A (“Amendment No. 6”) is filed on behalf of Japan NK Investment K.K. (“JNKI”), PNF Investment Co., Ltd., Rui Chen, Renewable Japan Co., Ltd., H&T Corporation and Katsuhito Manabe (the “Reporting Persons”), and amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on March 11, 2019 on behalf of each of Japan NK Investment K.K., TC3 G.K., Hidenori Nakagawa, Keystone Partners Co., Ltd., Japan Revival Sponsor Fund III, LPS, Satoshi Koyama and Tomoaki Tsutsumi (the “Original Filing”), Amendment No. 1 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 1”), Amendment No. 2 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 2”) Amendment No. 3 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 3”), Amendment No. 4 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 4”, Amendment No .5 on Schedule 13D/A filed on behalf of the Reporting Person (“Amendment No. 5”), and together with the Original Filing, Amendment No. 1, Amendment No. 2. Amendment No. 3, Amendment No. 4 and Amendment No. 5, the “Schedule 13D”), with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Sky Solar Holdings. Ltd., a Cayman Islands company (the “Issuer” or “Company”). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

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.

^* 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).

⁽¹⁾ This CUSIP number applies to the Issuer’s American depositary shares (“ADSs”), each representing twenty of the Ordinary Shares of the Issuer.

 

 

 

 

 

The information set forth in Item 4 is incorporated by reference in its entirety into this Item 3.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The Offer and withdrawal rights expired at 12:00 midnight, New York City time, at the end of September 8, 2020. The Tender Agent has advised the Offeror Group that, as of immediately prior to the end of the Expiration Date, a total of 76,070,636 Ordinary Shares (including Ordinary Shares represented by ADSs) had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 18.1% of 419,546,494 outstanding Ordinary Shares of SKYS.  In addition, Notices of Guaranteed Delivery have been delivered for 8,523,620 Ordinary Shares (including Ordinary Shares represented by ADSs), representing approximately 2.0% of the outstanding Ordinary Shares of SKYS.  The Tender Agent has further advised the Offeror Group that, as of 5:00 P.M., New York City time, on September 10, 2020, Notices of Guaranteed Delivery for 4,697,420 Ordinary Shares had been converted into validly tendered Ordinary Shares.

 The number of Ordinary Shares (including Ordinary Shares represented by ADSs) that had been validly tendered (and not validly withdrawn) pursuant to the Offer (excluding Ordinary Shares tendered pursuant to Notices of Guaranteed Delivery for which certificates or confirmations of book-entry transfer had not yet been received by the Tender Agent) immediately prior to the end of the Expiration Date satisfied the Minimum Condition, and all other conditions to the Offer were satisfied or waived.  Promptly after the Expiration Date, Purchaser entered into the Loan Facility and accepted for payment all Ordinary Shares (including Ordinary Shares represented by ADSs) validly tendered (and not validly withdrawn) pursuant to the Offer.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented to add the following:

(a) – (b) The following table sets forth the beneficial ownership of Ordinary Shares (including Ordinary Shares represented by ADSs) of the Company for each of the Reporting Persons.  The following totals include shares owned beneficially by Square Limited and Square Acquisition Co. as a result of the consummation of the Offer, for which Japan NK Investment K.K., IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P. and Jolmo Solar Capital Ltd. will share dispositive and voting power pursuant to the arrangements contemplated by the A&R Consortium Agreement and Rollover Agreement.

		Shares Beneficially Owned		Percentage of Total*		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
Japan NK Investment K.K.		232,876,006		55.5	%	0		232,876,006		0		232,876,006
PNF Investment Co., Ltd.		232,876,006		55.5	%	0		232,876,006		0		232,876,006
Rui Chen		232,876,006		55.5	%	0		232,876,006		0		232,876,006
Renewable Japan Co., Ltd.		232,876,006		55.5	%	0		232,876,006		0		232,876,006
H&T Corporation		232,876,006		55.5	%	0		232,876,006		0		232,876,006
Katsuhito Manabe		232,876,006		55.5	%	0		232,876,006		0		232,876,006

* Percentages are calculated based on 419,546,494  Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding as of December 31, 2019, as reported by the Issuer in its Form 20-F filed on May 19, 2020, including, with respect to each Reporting Person, the Ordinary Shares that such person has the right to acquire within 60 days.

The following table sets forth the beneficial ownership of Ordinary Shares (including Ordinary Shares represented by ADSs) of the Company for persons who are members of the Offeror Group and therefore, together with the Reporting Persons, may form a group within the meaning of Section 13(d)(3) of the Securities Act.

		Shares Beneficially Owned				Percentage of Total*				Sole Voting Power				Shared Voting Power				Sole Dispositive Power				Shared Dispositive Power
IDG-Accel China Capital L.P. (1)			182,717,962				43.6	%			97,453,914				85,264,048				97,453,914				85,264,048
IDG-Accel China Capital Associates L.P.(2)			182,717,962				43.6	%			97,453,914				85,264,048				97,453,914				85,264,048
IDG-Accel China Capital Investors L.P.(3)			182,717,962				43.6	%			4,495,992				178,221,970				4,495,992				178,221,970
IDG-Accel China Capital GP Associates Ltd.(4)			182,717,962				43.6	%			101,949,906				80,768,056				101,949,906				80,768,056
Quan Zhou(5)			182,717,962				43.6	%			0				182,717,962				0				182,717,962
Chi Sing Ho(5)			182,717,962				43.6	%			0				182,717,962				0				182,717,962
Jolmo Solar Capital Ltd.			86,168,056				20.5	%			5,400,000				80,768,056				5,400,000				80,768,056
CES Holding Ltd.			8,000,000				1.9	%			8,000,000				0				8,000,000				0
Jiale Dai(6)			94,168,056				22.4	%			0				94,168,056				0				94,168,056
Xiaoguang Duan(7)			97,968,056				23.3	%			0				97,968,056				0				97,968,056
Jing Kang			3,800,000				0.9	%			0				3,800,000				0				3,800,000
Bin Shi			14,759,480				3.5	%			14,759,480				0				14,759,480				0
Sino-Century HX Investments Limited			4,940,901				1.2	%			4,940,901				0				4,940,901				0
Kai Ding			9,109,320				2.2	%			9,109,320				0				9,109,320				0
TCL Transportation Holdings Limited			936,680				0.2	%			936,880				0				936,880				0
Esteem Venture Investment Limited			1,233,320				0.3	%			1,233,320				0				1,233,320				0
Mamaya Investments Ltd			333,340				0.1	%			333,340				0				333,340				0
Xanadu Investment Ltd. (H.K.)			1,400,000				0.3	%			1,400,000				0				1,400,000				0
Abdullateef A. AL-Tammar			880,100				0.2	%			880,100				0				880,100				0
Development Holding Company Ltd.			4,000,000				1.0	%			4,000,000				0				4,000,000				0
Bjoern Ludvig Ulfsson Nilsson			494,200				0.1	%			494,200				0				494,200				0
Square Limited			80,768,056				19.3	%			80,768,056				0				80,768,056				0
Square Acquisition Co.			80,768,056				19.3	%			80,768,056				0				80,768,056				0

* Percentages are calculated based on 419,546,494 Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding as of December 31, 2019, as reported by the Company in its Form 20-F filed on May 19, 2020, including, with respect to each Reporting Person, the Ordinary Shares that such person has the right to acquire within 60 days.

CUSIP No. 83084J988

13D

Page 10 of 11 Pages

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 is incorporated by reference in its entirety into this Item 6.

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.

Dated: September 11, 2020