Sec Form 13D Filing - Petrus Advisers Ltd. filing for Criteo S.A. (CRTO) - 2024-04-18

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

  Criteo S.A.  
  (Name of Issuer)  
     
 

American Depositary Shares, each representing one

Ordinary Share, nominal value €0.025 per share

  
  (Title of Class of Securities)  
     
  226718104  
  (CUSIP Number)  
     
 

Connie Neumann

Office and compliance manager

Petrus Advisers Ltd

Eighth Floor, 6 New Street Square, New Fetter Lane

London EC4A 3AQ, United Kingdom

+44 20 7933 8831

  
  (Name, Address and Telephone Number of Person Authorized to  
  Receive Notices and Communications)  
     
  April 16, 2024  
  (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 Sections 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 Section 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).

 

 

 

 

 

 

CUSIP No. 226718104 13D Page 2 of 10 pages

 

1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  Petrus Advisers Ltd.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
  (see instructions) (a) ☐
    (b) ☐
3 SEC USE ONLY    
       
       
4 SOURCE OF FUNDS* (see instructions)    
  OO    
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED    
  PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION    
  United Kingdom    
       
  7 SOLE VOTING POWER

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   0
   
8 SHARED VOTING POWER
  2,934,048
   
9 SOLE DISPOSITIVE POWER
  0
&#x A0;  
10 SHARED DISPOSITIVE POWER
  3,411,150
   

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  3,411,150  
       
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  (see instructions)   ☐
       
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
  6.08%1    
       
14 TYPE OF REPORTING PERSON* (see instructions)    
  FI    
       

 

 

1Based on 56,142,643 Shares (as defined herein) outstanding as of March 31, 2024, as disclosed in the Issuer’s proxy statement on Schedule 14A filed on April 16, 2024.

 

 

 

 

CUSIP No. 226718104 13D Page 3 of 10 pages

 

1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  Klaus Umek
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
  (see instructions) (a) ☐
    (b) ☐
3 SEC USE ONLY    
       
       
4 SOURCE OF FUNDS* (see instructions)    
  OO, PF    
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED    
  PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION    
  Austrian    
       
  7 SOLE VOTING POWER

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   86,710
   
8 SHARED VOTING POWER
  2,934,048
   
9 SOLE DISPOSITIVE POWER
  86,710
   
10 SHARED DISPOSITIVE POWER
  3,411,150
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  3,497,860  
       
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  (see instructions)   ☐
       
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   &#x A0;
  6.23%2    
       
14 TYPE OF REPORTING PERSON* (see instructions)    
  IN, HC    
       

 

 

2Based on 56,142,643 Shares outstanding as of March 31, 2024, as disclosed in the Issuer’s proxy statement on Schedule 14A filed on April 16, 2024.

 

 

 

 

CUSIP No. 226718104 13D Page 4 of 10 pages

 

1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  Till Hufnagel
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
  (see instructions) (a) ☐
    (b) ☐
3 SEC USE ONLY    
       
       
4 SOURCE OF FUNDS* (see instructions)    
  OO, PF    
       
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED    
  PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
       
       
6 CITIZENSHIP OR PLACE OF ORGANIZATION    
  German    
       
  7 SOLE VOTING POWER

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

   185,561
   
8 SHARED VOTING POWER
  2,934,048
   
9 SOLE DISPOSITIVE POWER
  185,561
   
10 SHARED DISPOSITIVE POWER
  3,411,150
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
  3,596,711  
       
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
  (see instructions)   ☐
       
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
  6.41%3    
       
14 TYPE OF REPORTING PERSON* (see instructions)    
  IN, HC    
       

 

 

3Based on 56,142,643 Shares outstanding as of March 31, 2024, as disclosed in the Issuer’s proxy statement on Schedule 14A filed on April 16, 2024.

 

 

 

 

CUSIP No. 226718104 13D Page 5 of 10 pages

 

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 under the Act, this Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) amends certain items of the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on February 27, 2024 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”), relating to the American Depository Shares (the “ADS”), each representing one ordinary share, nominal value €0.025 per share (the “Shares”) of Criteo S.A., a French société anonyme whose headquarters are located 32 rue Blanche, 75009 Paris, France (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

 

 

CUSIP No. 226718104 13D Page 6 of 10 pages

 

Item 3. Source and Amount of Funds or Other Consideration.  

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

A total of approximately $19.5 million, excluding commissions, was paid to acquire the ADS, including options to acquire ADS, purchased since the filing of the Original Schedule 13D on February 27, 2024. The ADS reported herein were purchased using the working capital of the investment vehicles and managed accounts that own the ADS directly, for which Petrus serves as investment manager or portfolio adviser, as well as the personal funds of the private individuals who have signed powers of attorney in favor of Petrus, Mr. Hufnagel and Mr. Umek.

       
Item 4. Purpose of Transaction.    

 

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

 

On April 16, 2024, the Issuer announced the nomination of Ernst Teunissen to stand for election to the Board as a new independent director at its 2024 Annual General Meeting of Shareholders (“AGM”). The Issuer also announced its intent to accelerate capital returns to shareholders by repurchasing a record $150 million of stock in 2024 and to provide an investor update on its Retail Media business in fall 2024.

 

The Reporting Persons acknowledge the recent steps taken by the Issuer. The Reporting Persons support the nomination of Ernst Teunissen to the Board, the Issuer’s plan to accelerate capital return and provide an investor update on its Retail Media strategy, and the Issuer’s commitment to consider all relevant options for the business. The Reporting Persons remain committed to the goals set forth in the Letter, and will continue to work with the Issuer to maximize ADS and shareholder value, including by engaging with the Issuer in its evaluation of all relevant options for the business, including to evaluate all ownership options, and other governance enhancements. As such, the Reporting Persons intend to continue to engage in communications with, among others, the Issuer’s managers, Board members, shareholders of the Issuer, legal, financial, regulatory, technical, industry or other advisors, potential sources of financing, or other persons, regarding, among other things, the evaluation of all relevant options for the business, opportunities to maximize ADS and shareholder value, Issuer operations, governance and control, and other matters related to the Issuer or the Reporting Persons’ investment in the Issuer.

 

 

 

 

CUSIP No. 226718104 13D Page 7 of 10 pages

 

Item 5. Interest in Securities of the Issuer.    

 

Item 5(a)-(c) of the Original Schedule 13D is hereby amended and supplemented as follows:

 

(a) See rows (11) and (13) of pages 2, 3 and 4 of this Amendment No. 1 for the aggregate number of ADS and percentage of ADS beneficially owned by the Reporting Persons. These amounts include (i) an aggregate 1,550,000 ADS that the Reporting Persons have the right to acquire within 60 days upon exercise of long standardized call options, and (ii) 310,000 ADS that the Reporting Persons have the right to recall at any time pursuant to a three-month repurchase agreement with RBC Bank, at a price of $29.7930, that terminates on July 11, 2024. The aggregate percentage of ADS reported beneficially owned by the Reporting Persons is based upon 56,142,643 Shares outstanding as of March 31, 2024, as disclosed in the Issuer’s proxy statement on Schedule 14A, filed by the Issuer with the Securities and Exchange Commission on April 16, 2024.
       
(b) See rows (7) through (10) of pages 2, 3 and 4 of this Amendment No. 1 for the ADS as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition. Each of Petrus, Mr. Hufnagel and Mr. Umek may be deemed to share voting power and share dispositive power over the ADS and options to acquire ADS held directly by the investment vehicles and managed accounts for which Petrus serves as investment manager or portfolio adviser and the private individuals who have signed powers of attorney in favor of Petrus.
       
(c) The transactions in the ADS effected by the Reporting Persons since the filing of the Original Schedule 13D on February 27, 2024, which were all in the open market, are set forth on Schedule 2 attached hereto.

 

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

 

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows: 

 

The responses to Items 4 and 5 of this Amendment No. 1 are incorporated herein by reference.

 

 

 

 

CUSIP No. 226718104 13D Page 8 of 10 pages

 

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.

 

    Petrus Advisers Ltd.
     
  By: /s/ Suraj Shah
    Suraj Shah
    (Name)
     
    Director
    (Title)
     
    April 18, 2024
    (Date)

 

  By: /s/ Klaus Umek
    Klaus Umek
     
    April 18, 2024
    (Date)

 

  By: /s/ Till Hufnagel
    Till Hufnagel
     
    April 18, 2024
    (Date)

 

 

 

 

CUSIP No. 226718104 13D Page 9 of 10 pages

 

SCHEDULE 2

 

Transactions in the ADS of the Issuer by the Reporting Persons since the filing of the Original Schedule 13D

 

The following table sets forth all transactions in the ADS effected since the filing of the Original Schedule 13D on February 27, 2024 by the Reporting Persons. Except as noted below, all such transactions were effected in the open market through brokers and the price per share excludes commissions.

 

Reporting Person   Type   Quantity4   Name of Security   Price5   Trade Date6
Till Hufnagel   Buy   17,500   CRTO US Equity   33.57930   20240311
Petrus Advisers LTD   Buy   1,000   CRTO US Equity   33.50668   20240311
Petrus Advisers LTD   Buy   1,000   CRTO US Equity   33.43273   20240311
Klaus Umek   Buy   30,511   CRTO US Equity   34.54210   20240312
Petrus Advisers LTD   Buy   15,416   CRTO US Equity   34.95262   20240313
Petrus Advisers LTD   Buy   9,500   CRTO US Equity   34.99201   20240313
Petrus Advisers LTD   Buy   25,007   CRTO US Equity   34.90950   20240313
Petrus Advisers LTD   Buy   27,654   CRTO US Equity   35.38382   20240314
Petrus Advisers LTD   Buy   60,500   CRTO US Equity   35.10022   20240314
Klaus Umek   Buy   2,500   CRTO US Equity   35.23960   20240314
Klaus Umek   Buy   3,400   CRTO US Equity   35.62700   20240314
Klaus Umek   Buy   3,400   CRTO US Equity   35.56760   20240314
Klaus Umek   Buy   3,400   CRTO US Equity   35.46830   20240314
Petrus Advisers LTD   Buy   328   CRTO US Equity   34.86500   20240314
Petrus Advisers LTD   Buy   4,236   CRTO US Equity   35.36090   20240314
Petrus Advisers LTD   Buy   38,429   CRTO US Equity   35.14217   20240315
Petrus Advisers LTD   Buy   33,500   CRTO US Equity   35.34998   20240315
Klaus Umek   Buy   5,000   CRTO US Equity   34.99530   20240315
Petrus Advisers LTD   Buy   6,600   CRTO US Equity   35.01205   20240318
Petrus Advisers LTD   Buy   2,000   CRTO US Equity   34.91114   20240318
Petrus Advisers LTD   Buy   800   CRTO US Equity   35.11625   20240318
Petrus Advisers LTD   Buy   500   CRTO US 04/19/24 C35 Equity   1.29990   20240320
Petrus Advisers LTD   Buy   10,000   CRTO US Equity   35.47000   20240321
Petrus Advisers LTD   Buy   27,350   CRTO US Equity   35.39372   20240321
Petrus Advisers LTD   Sell   -23,000   CRTO US Equity   35.57500   20240321
Petrus Advisers LTD   Buy   19,500   CRTO US Equity   35.21357   20240325
Petrus Advisers LTD   Sell   -9,200   CRTO US Equity   35.09000   20240326

 

 

4Quantity of options reflects number of contracts, with each contract representing 100 ADS.
5Price per share in US dollars.
6Trade dates are following the format YYYYMMDD.

 

 

 

 

CUSIP No. 226718104 13D Page 10 of 10 pages

 

Petrus Advisers LTD   Buy   9,500   CRTO US Equity   35.00003   20240326
Petrus Advisers LTD   Buy   17,500   CRTO US Equity   35.12963   20240326
Petrus Advisers LTD   Buy   15,000   CRTO US Equity   35.07151   20240327
Petrus Advisers LTD   Buy   13,929   CRTO US Equity   35.03390   20240327
Petrus Advisers LTD   Buy   20,000   CRTO US Equity   35.32802   20240327
Petrus Advisers LTD   Buy   20,000   CRTO US Equity   35.05000   20240327
Petrus Advisers LTD   Sell   -32,009   CRTO US Equity   35.05000   20240327
Petrus Advisers LTD   Sell   -18,600   CRTO US Equity   35.34065   20240328
Petrus Advisers LTD   Sell   -6,514   CRTO US Equity   35.24024   20240328
Petrus Advisers LTD   Sell   -22,100   CRTO US Equity   35.12127   20240401
Petrus Advisers LTD   Buy   2,500   CRTO US Equity   35.18132   20240402
Petrus Advisers LTD   Buy   3,000   CRTO US Equity   35.1504   20240402
Petrus Advisers LTD   Buy   23,500   CRTO US Equity   35.83027   20240403
Petrus Advisers LTD   Buy   30,000   CRTO US Equity   35.62098   20240403
Petrus Advisers LTD   Buy   1,200   CRTO US Equity   35.62000   20240403
Petrus Advisers LTD   Buy   19,503   CRTO US Equity   35.44479   20240404
Petrus Advisers LTD   Buy   11,750   CRTO US Equity   35.70040   20240404
Petrus Advisers LTD   Buy   250   CRTO US Equity   35.63872   20240404
Petrus Advisers LTD   Buy   4,500   CRTO US Equity   35.22135   20240405
Petrus Advisers LTD   Buy   7,961   CRTO US Equity   35.08254   20240405
Petrus Advisers LTD   Buy   4,500   CRTO US Equity   35.14177   20240405
Petrus Advisers LTD   Buy   9,268   CRTO US Equity   35.14005   20240405
Klaus Umek   Sell   -1,150   CRTO US Equity   34.88970   20240405
Petrus Advisers LTD   Buy   7,427   CRTO US Equity   35.23012   20240408
Petrus Advisers LTD   Buy   400   CRTO US Equity   35.41000   20240408
Petrus Advisers LTD   Buy   20,000   CRTO US Equity   35.14896   20240408
Petrus Advisers LTD   Buy   19,105   CRTO US Equity   35.15846   20240408
Petrus Advisers LTD   Buy   2,573   CRTO US Equity   35.53393   20240408
Petrus Advisers LTD   Buy   17,000   CRTO US Equity   35.59909   20240409
Petrus Advisers LTD   Buy   500   CRTO US Equity   35.76596   20240409
Petrus Advisers LTD   Buy   15,838   CRTO US Equity   35.29530   20240410
Petrus Advisers LTD   Buy   2,142   CRTO US Equity   35.1248   20240410
Petrus Advisers LTD   Buy   129   CRTO US Equity   35.95349   20240410
Petrus Advisers LTD   Buy   4,030   CRTO US Equity   35.18108   20240410
Petrus Advisers LTD   Buy   14,500   CRTO US Equity   35.35331   20240411