SEC Form SC 13G filed by Babylon Holdings Limited

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Item 1(a).

Name of Issuer:

 Babylon Holdings Limited

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 1 Knightsbridge Green, London, SW1X 7QA, United Kingdom

Item 2(a).

Name of Person Filing:

 This statement is filed on behalf of (i) VNV (Cyprus) Limited, (ii) Global Health Equity (Cyprus) Ltd, (iii) VNV Sweden AB, and (iv) VNV Global AB (publ) (each, a “Reporting Person” and collectively, the “Reporting Persons”).

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Item 2(c).

Citizenship:

 See Item 4 of cover page for each Reporting Person.

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

 G07031100

Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or

240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Not applicable.

Item 4.

Ownership.

Global Health Equity is the holder of 17,745,304 Class A ordinary shares of the Issuer. VNV Global indirectly holds, through its direct wholly-owned subsidiary, VNV Sweden, approximately 37.35% of the shares in Global Health (publ), the direct and sole shareholder of Global Health Equity, with the remainder held by other foreign institutional investors and individuals. VNV Global is the direct and sole shareholder of VNV Sweden. Investment decisions relating to holdings of VNV Sweden are made by a board of directors consisting of three individuals on the basis of recommendations issued by a five-member board of directors of VNV Global. Investment decisions relating to holdings of Global Health Equity are taken by a board of directors that consists of P.C. Nordic Administration Limited, a third-party corporate services provider, taking into account recommendations issued by a three-member board of directors of Global Health (publ). VNV Sweden, Global Health (publ), Black Ice Capital Limited and certain foreign institutional investors are party to the Shareholders’ agreement re Global Health Equity AB (publ), dated as of November 19, 2020 (the “Shareholders’ Agreement”), establishing the governance of and terms of investment decisions made by Global Health (publ). Per the Shareholders’ Agreement, Global Health (publ) is managed and governed by its Board of Directors and/or any other party its Board of Directors may assign or delegate. The Global Health (publ) Board of Directors will consist of up to four (4) directors, three (3) of whom shall be appointed by VNV Sweden and one of whom shall be appointed by Black Ice Capital Limited. Any additional investor having invested more than $20,000,000 in Global Health (publ) shall have the right to appoint one director, in which case the board of directors of Global Health (publ) will expand accordingly. The Global Health (publ) Board of Directors is currently comprised of three members, constituting all managing members of VNV Global. Under the Shareholders’ Agreement, any disposition of the Class A ordinary shares of the Issuer held by Global Health Equity, other than the pro rata distribution of such shares to the shareholders of Global Health (publ), requires the approval of all parties to the Shareholders’ Agreement. Following any such pro rata distribution of the 17,745,304 Class A ordinary shares of the Issuer held by Global Health Equity to the shareholders of Global Health (publ), such shareholders would exercise sole dispositive power over their respective pro rata portion of the Class A ordinary shares of the Issuer. The Reporting Person disclaims beneficial ownership over the shares held by other parties to the Shareholders’ Agreement following any such distribution.

Photenalo is the holder of 2,130,310 Class A ordinary shares, and Atlas Peak is the holder of 531,161 Class A ordinary shares. Pursuant to that certain Subscription Deed, Photenalo and Atlas Peak each granted a voting power of attorney over their respective Class A ordinary shares to VNV Cyprus and agreed to vote their shares consistent with VNV Cyprus or as directed by its board. While neither VNV Cyprus nor VNV Global has dispositive power over the Class A ordinary shares held by either Photenalo or Atlas Peak, each of VNV Cyprus and VNV Global had voting control over such shares held by Photenalo and Atlas Peak as of December 31, 2021 and are therefore deemed to have beneficial ownership over such shares for purposes of this Schedule 13G. The Subscription Deed was terminated on January 18, 2022, and upon such termination, neither VNV Cyprus nor VNV Global are deemed to have beneficial ownership over the shares held by either Photenalo or Atlas Peak.

Each Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Act) with respect to any Class A ordinary shares other than the Class A ordinary shares owned by such Reporting Person or in which such Reporting Person does not have a pecuniary interest.

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Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

 

Item 7.

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

 

Item 8.

Identification and Classification of Members of the Group.

 

Item 9.

Notice of Dissolution of Group.

 

 

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