SEC Form SC 13D filed by AMTD IDEA Group

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

AMTD IDEA GROUP

(Name of Company)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G2957E 101

(CUSIP Number)

AMTD Group Inc.

AMTD Assets Alpha Group

23/F-25/F Nexxus Building

41 Connaught Road Central

Hong Kong

+852 3163 3288

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

February 6, 2023

(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.

 

 

 

*	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 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, as amended (the “Exchange 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		Names of Reporting Persons     AMTD Group Inc.
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     AF, OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     British Virgin Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     166,444,714 shares(1)
				8		Shared Voting Power     23,170,265 shares(2)
				9		Sole Dispositive Power     166,444,714 shares(1)
				10		Shared Dispositive Power     23,170,265 shares(2)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     189,614,979 shares
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13		Percent of Class Represented by Amount in Row (11)     50.2%. The voting power of the shares beneficially owned represented 87.8% of the total outstanding voting power.(3)
14		Type of Reporting Person (See Instructions)     HC

 

Note:

(1)	Representing (i) 23,170,265 Class A ordinary shares directly held by AMTD Education Group, a wholly-owned subsidiary of AMTD Group Inc., and (ii) 143,274,449 Class B ordinary shares directly held by AMTD Group Inc., which may be converted into 143,274,449 Class A ordinary shares at any time.

(2)	Representing 23,170,265 Class A ordinary shares directly held by AMTD Assets Alpha Group. As AMTD Group Inc. holds 80.1% of the issued and outstanding share capital of Assets Alpha Group, AMTD Group Inc. may be deemed to beneficially own the corresponding 23,170,265 Class A ordinary shares.

(3)

The percentage of the class of securities beneficially owned by the reporting person is calculated based on a total of 377,604,189 issued and outstanding ordinary shares (consisting of 144,077,210 Class A ordinary shares and 233,526,979 Class B ordinary shares) of the Issuer as of February 6, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares. For the reporting person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class B ordinary share is entitled to twenty votes per share, whereas each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

1		Names of Reporting Persons     AMTD Assets Alpha Group
2		Check the Appropriate Box if a Member of a Group   (a)  ☐        (b)  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)     OO
5		Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7		Sole Voting Power     23,170,265 shares(1)
				8		Shared Voting Power     0
				9		Sole Dispositive Power     23,170,265 shares(1)
				10		Shared Dispositive Power     0

11		Aggregate Amount Beneficially Owned by Each Reporting Person     23,170,265 shares
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13		Percent of Class Represented by Amount in Row (11)     6.1%. The voting power of the shares beneficially owned represented 0.7% of the total outstanding voting power.(2)
14		Type of Reporting Person (See Instructions)     CO

 

Note:

(1)	Representing 23,170,265 Class A ordinary shares.

(2)

The percentage of the class of securities beneficially owned by the reporting person is calculated based on a total of 377,604,189 issued and outstanding ordinary shares (consisting of 144,077,210 Class A ordinary shares and 233,526,979 Class B ordinary shares) of the Issuer as of February 6, 2023, assuming conversion of all Class B ordinary shares into Class A ordinary shares. For the reporting person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class B ordinary share is entitled to twenty votes per share, whereas each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

Explanatory Note

AMTD Group Inc. previously reported its beneficial ownership of the securities of the Issuer (as defined below) on a Schedule 13G, as amended, pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). AMTD Group Inc. is now filing this statement on Schedule 13D because, as of February 6, 2023, the reporting person had acquired beneficial ownership during the preceding 12 months of more than 2% of the issued and outstanding Class A ordinary shares of the Issuer.

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to Class A ordinary shares, par value US$0.0001 per share, of AMTD IDEA Group, a company organized under the laws of the Cayman Islands (the “Issuer”), whose principal executive offices are located at 23/F Nexxus Building, 41 Connaught Road Central, Hong Kong.

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, each with par value of US$0.0001 per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to twenty votes per share, whereas each Class A ordinary share is entitled to one vote per share.

The Issuer’s American depositary shares (the “ADSs”), each representing two Class A ordinary shares, are listed on the New York Stock Exchange under the symbol “AMTD.”

Item 2. Identity and Background

This Schedule 13D is being filed jointly by AMTD Group Inc. (“AMTD Group”) and AMTD Assets Alpha Group (together with AMTD Group, the “Reporting Persons”, and each, a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit 99.1.

Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person except as otherwise provided in Rule 13d-1(k).

AMTD Group is a British Virgin Islands company. AMTD Group Inc. is a conglomerate with core business portfolio spanning across financial services, digital solutions, media and culture, education and training, and premium assets. The principal executive offices of AMTD Group are located at 23/F-25/F Nexxus Building, 41 Connaught Road Central, Hong Kong.

AMTD Assets Alpha Group is a Cayman Islands company. AMTD Assets Alpha Group is a investment holding company. The principal executive offices of AMTD Assets Alpha Group are located at 23/F, Nexxus Building, 41 Connaught Road Central, Hong Kong.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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

On February 6, 2023, the Issuer acquired 100% of the equity interest in AMTD Assets Group from AMTD Assets Alpha Group for a net purchase consideration of US$268 million, which was settled by the Issuer through the issuance of 30,875,576 newly issued Class B ordinary shares to AMTD Assets Alpha Group, in accordance with a share purchase agreement entered into between AMTD Assets Alpha Group and the Issuer. AMTD Assets Group holds a global portfolio of premium whole building properties, with a fair market value of approximately US$500 million at the time the relevant agreements were entered into. Immediately following the acquisition, the Issuer transferred 100% of the equity interest in AMTD Assets Group to AMTD Digital Inc., a subsidiary of the Issuer, at the same valuation in return for 515,385 newly issued Class B ordinary shares of AMTD Digital Inc., in accordance with a share purchase agreement entered into between the Issuer and AMTD Digital Inc.

Item 4. Purpose of Transaction

The information set forth in Item 3 is hereby incorporated by reference in its entirety.

Except as set forth in this Statement or in the transaction documents described herein, neither the Reporting Persons, nor to the best of their knowledge, any person named in Schedule A hereto, has any present plans or proposals to acquire additional securities of the Issuer. Each of the Reporting Persons and the person named in Schedule A hereto intends to review its shareholding on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

The percentage of the class of securities beneficially owned by each Reporting Person is calculated based on a total of 377,604,189 issued and outstanding ordinary shares (consisting of 144,077,210 Class A ordinary shares and 233,526,979 Class B ordinary shares) of the Issuer as of February 6, 2023. For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class B ordinary share is entitled to twenty votes per share, whereas each Class A ordinary share is entitled to one vote per share.

Except as disclosed in this Statement, neither the Reporting Persons nor to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Class A ordinary shares of the Issuer during the past 60 days.

Except as disclosed in this Statement, neither the Reporting Persons nor to the best of their knowledge, any of the persons listed in Schedule A hereto, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.

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

The information set forth in Item 3 is hereby incorporated by reference in its entirety.

To the best knowledge of the Reporting Persons, except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons, or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

 

Exhibit No.		Description
99.1		Joint Filing Agreement, dated February 16, 2023, between AMTD Assets Alpha Group and AMTD Group Inc.
99.2		Share Subscription Agreement dated August 15, 2022 between AMTD Assets Alpha Group and AMTD IDEA Group
99.3		Share Subscription Agreement dated August 15, 2022 between AMTD Digital Inc. and AMTD IDEA Group

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: February 16, 2023				AMTD Group Inc.
				By:		/s/ Issac See
				Name:		Issac See
				Title:		Company Secretary
				AMTD Assets Alpha Group
				By:		/s/ Issac See
				Name:		Issac See
				Title:		Company Secretary

SCHEDULE A

Directors and Executive Officers of AMTD Group Inc.

The names of the directors and the names and titles of the executive officers of AMTD Group Inc. and their principal occupations are set forth below. Except as stated otherwise below, the business address of the directors and executive officers is c/o AMTD Group Inc., 23/F-25/F Nexxus Building, 41 Connaught Road Central, Hong Kong.

 

Name

Position with AMTD Group Inc.

Present Principal Occupation

Citizenship

Shares Beneficially Owned

Directors:

Calvin Choi

Chairman & Chief Executive Officer

*

Canadian

65,729,848

Marcellus Wong

Director

*

Chinese

—

Yu Gao

Director

*

Chinese

—

Feridun Hamdullahpur(1)

Director

*

Canadian

—

Executive Officers:

Xavier Ho Sum Zee

Chief Financial Officer

*

Chinese

—

 

 

*	The principal occupation is the same as his/her position with AMTD Group Inc.

 

(1)	The business address of Dr. Feridun Hamdullahpur is University of Waterloo, 200 University Avenue, West Waterloo, Ontario, Canada N2L3G1.

Directors and Executive Officers of AMTD Assets Alpha Group

The name of the director of AMTD Alpha Group and his principal occupation are set forth below. The business address of the director is c/o AMTD Assets Alpha Group, 23/F Nexxus Building, 41 Connaught Road Central, Hong Kong.

 

Name

Position with AMTD Assets Alpha Group

Present Principal Occupation

Citizenship

Shares Beneficially Owned

Directors:

Mark Chi Hang Lo

Director

*

Canadian

—

 

*	The principal occupation is the same as his/her position with AMTD Assets Alpha Group.