Sec Form 13G Filing - M&G Plc filing for REE AUTOMOTIVE LTD (REE) - 2024-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Ree Automotive Ltd

(Name of Issuer)

Class A Ordinary Shares, without par value

(Title of Class of Securities)

M8287R202

(CUSIP Number)

30^th September 2024

(Date of Event Which Requires Filing of this Statement)

This Schedule 13G relates to positions previously reported on Schedule 13G filings made

by M&G Investment Management, a subsidiary of M&G Plc.

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

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).

CUSIP No.: M8287R202

1. Names of Reporting Persons:

M&G Plc on behalf of certain subsidiaries

No I.R.S. Identification Number

2. Check the Appropriate Box if a Member of a Group (See Instructions)

3. SEC Use Only

4. Citizenship or Place of Organization: United Kingdom, England  

Number of Shares Beneficially Owned By Each Reporting Person With:

5. Sole Voting Power: 3,910,851 Ordinary Shares (1)

6. Shared Voting Power : 0

7. Sole Dispositive Power: 3,910,851 Ordinary Shares (1)

8. Shared Dispositive Power: 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,910,851 Ordinary Shares (1)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

11. Percent of Class Represented by Amount in Row (9): 19.99% (1)(2)

12. Type of Reporting Person (See Instructions): HC

(1) M&G Investment Management’s (MAGIM) beneficial ownership of the reported securities is comprised of 2,960,017 Ordinary Shares and up to 950,834 Ordinary Shares in the aggregate underlying the Warrants, Notes and Pre-Funded Warrants, which may be exercised as of the date hereof without exceeding the overall 19.99% beneficial ownership blocker. For additional information, see Item 4 below. Capitalized terms have the meanings ascribed to them below in the body of this Schedule 13G/A.

(2) Based on 18,613,206 Ordinary Shares outstanding following the completion of the Issuer’s offering on September 19, 2024, as disclosed in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission (the “SEC”) on September 17, 2024.

Item 1.

Item 2.

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:

M&G Plc is the ultimate parent, through wholly-owned intermediate holding companies, of the persons listed in Item 8, each of which is a person of a category specified in § 240.13d–1(b)(1)(ii)(A) through (J). M&G Plc and such other persons are referred to herein collectively as the “Reporting Persons.”

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

M&G Plc on behalf of certain subsidiaries

(a) Amount beneficially owned: 3,910,851

M&G Investment Management (MAGIM), a wholly owned subsidiary of M&G Plc, holds (i) 2,960,017 Ordinary Shares; (ii) warrants to purchase 785,855 Ordinary Shares at an exercise price of $4.42 per Ordinary Share (the “Warrants”); (iii) $4,000,000 principal amount of 10% Convertible Promissory Notes due 2028 with the initial conversion rate of $5.09 per Ordinary Share, and which are convertible into 847,360 Ordinary Shares as of the date hereof (the “Notes”); and (iv) pre-funded warrants to purchase 3,639,893 Ordinary Shares at an exercise price of $0.001 per Ordinary Share (the “Pre-Funded Warrants”). The Warrants, Notes and Pre-Funded Warrants are all subject to beneficial ownership blockers, as described below.

The Ordinary Shares reported herein for MAGIM represent (i) 2,960,017 Ordinary Shares and (ii) an aggregate of up to 950,834 Ordinary Shares that MAGIM beneficially owns based on the right to acquire upon the exercise or conversion of the Warrants, Notes and Pre-Funded Warrants.

The Warrants and Notes are subject to a beneficial ownership blocker which prevents MAGIM from exercising or converting the Warrants and Notes to the extent that, upon such exercise or conversion, MAGIM, together with its affiliates and any other person acting together with MAGIM as a “group” (as defined in the rules under the Act), would beneficially own in excess of 19.99% of the Ordinary Shares outstanding.

The Pre-Funded Warrants are also subject to a beneficial ownership blocker which prevents MAGIM from exercising the Pre-Funded Warrants to the extent that, upon such exercise, MAGIM, together with its affiliates and any other person acting together with MAGIM as a group, would beneficially own in excess of 16.5% of the Ordinary Shares outstanding; provided, however, that MAGIM may increase or decrease this beneficial ownership limitation, by giving notice to the Issuer, but not to any percentage in excess of 19.99%.

As a result of the beneficial ownership restrictions described above, MAGIM is currently prohibited from exercising or converting the Warrants, Notes and Pre-Funded Warrants, whether in whole or in part, to the extent that such exercise or conversation would result in beneficial ownership by MAGIM of more than 3,910,851 Ordinary Shares.

(b) Percent of class: 19.99%

This percentage is based upon a denominator that is the sum of (i) 18,613,206 Ordinary Shares outstanding following the completion of the Issuer’s offering on September 19, 2024, as disclosed in the Issuer’s Prospectus Supplement filed with the SEC on September 17, 2024, and (ii) 950,834 Ordinary Shares which MAGIM may currently acquire beneficial ownership upon the exercise or conversion of the Warrants, Notes, or Pre-Funded Warrants, in whole or in part, as limited by the beneficial ownership blockers described above.

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

(i) Sole power to vote or to direct the vote: 3,910,851 Ordinary Shares

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

(iii) Sole power to dispose or to direct the disposition of: 3,910,851 Ordinary Shares

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

The securities reported herein are held for the account of investment vehicles for which one or more of the Reporting Persons serves as investment manager. In such capacity and/or through other relationships, which may change from time to time, each Reporting Person may be deemed to beneficially own all or a portion of the securities reported herein. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of its beneficial ownership therein.

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.

M&G Investment Funds 1 and M&G ACS, each a private investment vehicle, together with The Prudential Assurance Company for which M&G Investment Management Limited serves as investment adviser, has the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than five percent of the Common Shares of the Issuer.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Please see Exhibit A

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.

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: 31 October 2024

Exhibit A

Pursuant to the instructions in Item 7 of Schedule 13G, the following lists the identity and Item 3 classification of each relevant entity that may be deemed to beneficially own shares of the security class being reported on this Schedule 13G.

Exhibit B

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to Common Shares of Methanex and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.

Date: 31 October 2024