Amended Statement of Ownership (sc 13g/a)
February 12 2016 - 10:09AM
Edgar (US Regulatory)
CUSIP: M9068E105
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 5)*
SodaStream International Ltd. |
(Name of Issuer) |
|
Ordinary Shares, par value NIS 0.645 per share |
(Title of Class of Securities) |
December 31, 2014 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
Rule 13d-l(b)
¨
Rule 13d-l(c)
x
Rule 13d-l(d)
*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
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: M9068E105
1.
Names of Reporting Persons
Real Property International
Limited |
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2. Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a) £
(b) £ |
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3. SEC Use Only |
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4. Citizenship or Place of
Organization
British Virgin Islands |
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Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With: |
5. Sole Voting Power: 546,842 |
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6. Shared Voting Power: 0 |
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7. Sole Dispositive Power: 546,842 |
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8. Shared Dispositive Power: 0 |
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person: 546,842
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x See Item 4 |
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11. Percent of Class Represented by Amount in Row (9): 2.59 %* |
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12. Type of Reporting Person (See Instructions): CO |
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| * | Calculation is based on 21,089,761 Ordinary Shares of the Issuer issued and outstanding as of December
31, 2015, as reported by the Issuer.
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CUSIP: M9068E105
1.
Names of Reporting Persons
Real Property 2 Investment
Limited |
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|
2. Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a) £
(b) £ |
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3. SEC Use Only |
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4. Citizenship or Place of
Organization
Guernsey |
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Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With: |
5. Sole Voting Power: 0 |
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6. Shared Voting Power: 0 |
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7. Sole Dispositive Power: 0 |
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8. Shared Dispositive Power: 0 |
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person: 0
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x See Item 4 |
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11. Percent of Class Represented by Amount in Row (9): 0% |
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12. Type of Reporting Person (See Instructions): CO |
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CUSIP: M9068E105
1.
Names of Reporting Persons
Real Property Investment
(Guernsey) Limited |
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|
2. Check
the Appropriate Box if a Member of a Group
(See Instructions)
(a) £
(b) £ |
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3. SEC Use Only |
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4. Citizenship or Place of
Organization
Guernsey |
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Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With: |
5. Sole Voting Power: 723,166 |
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6. Shared Voting Power: 0 |
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7. Sole Dispositive Power: 723,166 |
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8. Shared Dispositive Power: 0 |
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9. Aggregate
Amount Beneficially Owned by Each Reporting Person: 723,166
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x See Item 4 |
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11. Percent of Class Represented by Amount in Row (9): 3.43%* |
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12. Type of Reporting Person (See Instructions): CO |
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| * | Calculation is based on 21,089,761 Ordinary Shares of the Issuer issued and outstanding as of December
31, 2015, as reported by the Issuer.
|
CUSIP: M9068E105
Item 1.
SodaStream
International Ltd.
| (b) | Address of Issuer’s Principal Executive Offices: |
Gilboa Street, Airport
City, Ben Gurion Airport 7010000, Israel
Item 2.
| (a) | Name of Persons Filing: |
Real Property International Limited (re-domiciled
to the British Virgin Islands and name changed from Real Property Investment Limited)
Real Property 2 Investment
Limited
Real Property Investment (Guernsey)
Limited
The foregoing entities are
sometimes collectively referred to herein as the “Reporting Persons.”
| (b) | Address of Principal Business Office or, if None, Residence: |
Real Property International Limited:
237 Main Street, Gibraltar, GX11 1AA
Real Property Investments (Guernsey) Limited: PO
Box 119, Martello Court, Admiral Park, St Peter Port, Guernsey, GY1 3HB
Real Property 2 Investment Limited:
PO Box 119, Martello Court, Admiral Park, St Peter Port, Guernsey, GY1 3HB
Real Property International
Limited – British Virgin Islands
Real Property 2 Investment
Limited – Guernsey
Real Property Investment (Guernsey)
Limited – Guernsey
| (d) | Title of Class of Securities |
Ordinary Shares
M9068E105
Item 3. |
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
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(e) |
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An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G); |
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(h |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J); |
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(k) |
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Group, in accordance with §240.13d-l(b)(l)(ii)(K). |
CUSIP: M9068E105
If filing as a non-U.S. institution in accordance
with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: __________
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Each Reporting Person
identified in Item 1 is a distinct private legal entity and exercises its voting and investment decisions independently of the
other Reporting Persons. The information provided in this Schedule 13G/A, including the information provided in this Item 4, reflects
this structure, however, by virtue of the Board of Directors of each Reporting Person consisting of the same two parties Ian Felice
and Cheam Directors Limited, the Reporting Persons may be deemed to be a “group” under Section 13(d)(3) and each Reporting
Person may be deemed to beneficially own the Issuer’s shares beneficially owned by the other Reporting Persons, however,
neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that
such a group exists. Each Reporting Person disclaims beneficial ownership of the Issuer’s shares beneficially owned by the
other Reporting Persons.
Real Property International Limited:*
| (a) | Amount beneficially owned: 546,842 |
| (b) | Percent of class: 2.59%† |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote:
546,842 |
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(ii) |
Shared power to vote or to direct the vote: 0 |
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(iii) |
Sole power to dispose or to direct the disposition of: 546,842 |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 |
Real Property 2 Investment Limited:*
| (a) | Amount beneficially owned: 0 |
| (c) | Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 0 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 |
CUSIP: M9068E105
Real Property Investment (Guernsey) Limited:*
| (a) | Amount beneficially owned: 723,166 |
| (b) | Percent of class: 3.43%† |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote:
723,166 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 723,166 |
| (iv) | Shared power to dispose or to direct the disposition
of: 0 |
Item 5. |
Ownership of Five Percent or Less of a Class. |
Real Property 2 Investment Limited did
not beneficially own any shares of the Issuer as of December 31, 2015.
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
___________________________
| * | Each Reporting Person is a distinct private legal entity controlled by its Board of Directors. The shares
of each Reporting Person are held 50% by Line Holdings Limited and 50% by Line Nominees Limited as bare nominees for Line Trust
Corporation Limited, a professional trustee company, in its capacity as trustee of a discretionary settlement constituted under
the laws of Gibraltar, with the potential beneficiaries being certain of the remoter issue of Conrad Morris, who is the father
of David Morris, a director of the Issuer. The Board of Directors of each reporting Person has the sole power to vote and dispose
of the Ordinary Shares of the Issuer that are directly beneficially owned by the respective Reporting Person.
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| † | Calculation is based on 21,089,761 Ordinary Shares of the Issuer issued and outstanding as of December
31, 2015, as reported by the Issuer.
|
CUSIP: M9068E105
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 10, 2016 |
Real Property INTERNATIONAL Limited |
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By: |
/s/ Ian Calderon |
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Ian Calderon on behalf of Cheam Directors Limited |
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Director |
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By: |
/s/ Ian Felice |
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Ian Felice |
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Director
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Dated: February 10, 2016 |
Real
Property 2 Investment Limited |
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By: |
/s/ Ian Calderon |
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Ian Calderon on behalf of Cheam Directors Limited |
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Director |
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By: |
/s/ Ian Felice |
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Ian Felice |
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Director |
Dated: February 10, 2016 |
Real
Property Investment (Guernsey) Limited |
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By: |
/s/ Ian Calderon |
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Ian Calderon on behalf of Cheam Directors Limited |
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Director |
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By: |
/s/ Ian Felice |
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Ian Felice |
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Director |
CUSIP: M9068E105
EXHIBIT INDEX
EXHIBIT 1 |
Joint Filing Agreement Pursuant to Section 240.13d-1(k) |
EXHIBIT 2 |
Authorization Resolutions of Real Property International Limited |
EXHIBIT 3 |
Authorization Resolutions of Real Property 2 Investment Limited |
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EXHIBIT 4 |
Authorization Resolutions of Real Property Investment (Guernsey) Limited |
EXHIBIT 1 to
SCHEDULE 13G/A
JOINT FILING AGREEMENT
PURSUANT TO SECTION 240.13d-1(k)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to
this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other entities, except to the extent that it knows or has reason to
believe that such information is inaccurate.
Dated: February 10, 2016
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Real
Property INTERNATIONAL Limited |
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By: |
/s/ Ian Calderon |
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Ian Calderon on behalf of Cheam Directors Limited |
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Director |
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By: |
/s/ Ian Felice |
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Ian Felice |
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Director
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Real
Property 2 Investment Limited |
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By: |
/s/ Ian Calderon |
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Ian Calderon on behalf of Cheam Directors Limited |
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Director |
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By: |
/s/ Ian Felice |
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Ian Felice |
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Director |
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Real
Property Investment (Guernsey) Limited |
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By: |
/s/ Ian Calderon |
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Ian Calderon on behalf of Cheam Directors Limited |
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Director |
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By: |
/s/ Ian Felice |
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Ian Felice |
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Director |
Exhibit 2
Exhibit 3
Exhibit 4
Sodastream International Ltd. - Ordinary Shares (delisted) (NASDAQ:SODA)
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