UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Diginex Limited

 

(Name of Issuer)

 

Ordinary shares, no par value per share

 

(Title of Class of Securities)

 

Y2074E109

 

(CUSIP Number)

 

DHC Investments Ltd.

Roome 3508, Two International Finance Center

8 Finance Street, Central, Hong Kong
Attn: DHC Investments Limited
+852 36027315

 

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

 

September 30, 2020

 

(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: [  ]

 

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. Y2074E109
1

NAME OF REPORTING PERSONS

 

DHC Investments Limited

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)

 

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong, China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

2,297,623(1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,297,623(1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,297,623(1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.24%(2)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(1) The number of ordinary shares reported as beneficially owned as of October 9, 2020.
(2) Calculated based on 31,715,726 ordinary shares of the Issuer outstanding as of October 9, 2020, as reported in the Issuer’s Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission on October 9, 2020.

 

 

 

 

CUSIP No. Y2074E109
1

NAME OF REPORTING PERSONS

 

Paul Yang

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [  ] (b) [X]

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong, China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0(1)

8

SHARED VOTING POWER

 

2,297,623(1)(2)

9

SOLE DISPOSITIVE POWER

 

0(1)

10

SHARED DISPOSITIVE POWER

 

2,297,623(1)(2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,297,623(1)(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.24%(3)

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1) The number of shares reported as beneficially owned as of October 9, 2020.
(2) This number includes ordinary shares jointly held by the DHC Investments Limited.
(3) Calculated based on 31,715,726 ordinary shares of the Issuer outstanding as of October 9, 2020, as reported in the Issuer’s Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission on October 9, 2020.

 

 

 

 

CUSIP No. Y2074E109
1

NAME OF REPORTING PERSONS

 

Connie Wei

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) [  ] (b) [X]

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

 

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong, China

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0(1)

8

SHARED VOTING POWER

 

2,297,623(1)(2)

9

SOLE DISPOSITIVE POWER

 

0(1)

10

SHARED DISPOSITIVE POWER

 

2,297,623(1)(2)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,297,623(1)(2)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [  ]

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.24%(2)

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1) The number of shares reported as beneficially owned as of October 9, 2020.
(2) This number includes ordinary shares jointly held by the DHC Investments Limited.
(3) Calculated based on 31,715,726 ordinary shares of the Issuer outstanding as of October 9, 2020, as reported in the Issuer’s Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission on October 9, 2020.

 

 

 

 

Item 1. Security and Issuer

 

This statement on Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, no par value per share (the “ordinary shares”), of Diginex Limited (the “Issuer”). The principal executive offices of the Issuer are located at 35/F Two International Finance Street, Central, Hong Kong.

 

Item 2. Identity and Background

 

(a) This Schedule 13D is filed by DHC Investments Limited, Paul Yang, and Connie Wei (collectively, the “Reporting Persons”).

 

(b) The address of the principal business and principal office of each of the Reporting Persons is c/o Diginex Limited, 35/F Two International Finance Street, Central, Hong Kong.

 

(c) DHC Investments Limited is a private investment vehicle for Paul Yang and Connie Wei, each of whom own 50% of the Issuer and who have shared voting and dispositive voting power with respect to the ordinary shares. The occupation of Paul Yang is a partner and CEO of Greater China at Kohlberg Kravis Roberts & Co. L.P. The occupation of Connie Wei is as a manager of DHC Investments Limited.

 

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, to the knowledge of the Reporting Persons, none of the Reporting Persons has been 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 activity subject to, federal or state securities laws or finding any violations with respect to such laws.

 

(f) See responses to Item 6 on each cover page.

Item 3. Source and Amount of Funds or Other Consideration

 

The ordinary shares reported herein as being beneficially owned by the Reporting Persons (the “Subject Shares”) were purchased using available personal funds and working capital, including, with respect to Paul Yang and Connie Wei, through DHC Investments Limited as a private investment vehicle. The aggregate consideration paid for the ordinary shares, excluding commissions, was approximately $3,374,513.

 

Item 4. Purpose of the Transaction

 

The ordinary shares acquired by the Reporting Person will be held for investment purposes.

 

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, from time to ‎time, depending on various factors, including the Issuer’s financial position and strategic direction, the price of the ‎Issuer’s ordinary shares, laws and regulations applicable to the Issuer and its industry, and general economic and ‎industry conditions, take such actions with respect to their investment in the Issuer as the Reporting Persons deem ‎appropriate at the time, including changing their intentions with respect to matters required to be disclosed in this ‎Schedule 13D. The Reporting Persons may (i) acquire or dispose of ordinary shares or other securities of the Issuer, ‎including derivative or other instruments that are based upon or relate to the value of the ordinary shares or the ‎Issuer (collectively, “Securities”) in the open market or otherwise; (ii) nominate or recommend candidates to serve ‎on the Issuer’s board of directors; (iii) enter into or amend agreements with respect to voting, holding or disposing of ‎Securities; (iv) engage in discussions with management, the board of directors, other stockholders and other relevant ‎parties about, or take other actions concerning, corporate transactions or the Issuer’s business, strategy, plans, ‎prospects, structure, board composition, management, capitalization, dividend policy or corporate documents; or ‎‎(v) propose or consider any one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule ‎‎13D.‎

 

Item 5. Interest in Securities of the Issuer

 

(a) See responses to Item 13 on each cover page.

 

 

 

 

(b) See responses to Items 7, 8, 9 and 10 on each cover page.

 

(c) On September 30, 2020, the Reporting Persons received ordinary shares in the Issuer pursuant to the consummation of the transactions contemplated by that certain Share Exchange Agreement, dated as of July 9, 2019, as amended and supplemented by the Amendment and Joinder to Share Exchange Agreement, Second Amendment to the Share Agreement, Third Amendment to the Share Exchange Agreement, and Fourth Amendment to the Share Exchange Agreement (dated October 8, 2019, January 28, 2020, May 6, 2020 and June 24, 2020, respectively), and the Merger Agreement, dated as of October 8, 2019, which transactions were consummated on September 30, 2020 (the “business combination”). As a condition to the consummation of the business combination, the Issuer and its predecessor entities entered into the Amended and Restated Registration Rights Agreement to include certain rights relating to the registration of certain of the Issuer’s securities, to which the Reporting Persons are a party.

 

(d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the ordinary shares is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e) Not applicable.

 

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

 

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement, attached hereto as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto and powers of attorney, attached here to as Exhibit 99.2.

 

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 99.1   Joint Filing Agreement
Exhibit 99.2   Power of Attorney for DHC Investments Limited
Exhibit 99.3   Power of Attorney for Paul Yang
Exhibit 99.4   Power of Attorney for Connie Wei

 

 

 

 

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: October 15, 2020  
   
DHC Investments Limited  
   
By: /s/ Paul Yang  
Name: Paul Yang  
Title: Authorized Signatory  
   
Paul Yang  
   
By: /s/ Paul Yang  
Name: Paul Yang  
   
Connie Wei  
   
By: /s/ Connie Wei  
Name: Connie Wei  

 

 

 

 

Exhibit 99.1

 

Joint Filing Agreement

 

The undersigned agree and consent to the joint filing on their behalf of this Schedule 13D, and all amendments thereto, relating to the ordinary shares, no par value per share, of Diginex Limited.

 

Dated: October 15, 2020  
   
DHC Investments Limited  
   
By: /s/ Paul Yang  
Name: Paul Yang  
Title: Authorized Signatory  
   
Paul Yang  
   
By: /s/ Paul Yang  
Name: Paul Yang  
   
Connie Wei  
   
By: /s/ Connie Wei  
Name: Connie Wei  

 

 

 

 

Exhibit 99.2

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Jared Manes, David Sakowitz, Ben Smolij and John Niedzwiecki, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Diginex Limited (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

 

Dated: October  12, 2020  
  DHC INVESTMENTS LIMITED
   
  By: /s/ Connie Wei
  Name: Connie Wei
  Title: Sole Director

 

 

 

 

 

Exhibit 99.3

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Jared Manes, David Sakowitz, Ben Smolij and John Niedzwiecki, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Diginex Limited (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

 

Dated: October 12, 2020

 

  By: /s/ Paul Yang
  Name: Paul Yang

 

 

 

 

Exhibit 99.4

 

POWER OF ATTORNEY

 

The undersigned constitutes and appoints Jared Manes, David Sakowitz, Ben Smolij and John Niedzwiecki, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to:

 

1. prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis, and Retrieval Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof; and

 

2. sign any and all SEC statements of beneficial ownership of securities of Diginex Limited (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.

 

A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.

 

The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.

 

Dated: October 12, 2020

 

  By: /s/ Connie Wei
  Name: Connie Wei