Four entities, namely, (i) PAG Asia Alpha LP, (ii) PAG-P Asia Fund L.P., (iii) PA Grand Opportunity Limited, and (iv) Pacific Alliance Asia Opportunity (the holders) purchased and hold convertible notes issued by Bitauto Holdings Limited (the Issuer) in an aggregate principal amount of US$150 million (the Convertible Notes). At any time after November 1, 2016, the holders may elect to convert the Convertible Notes into Ordinary Shares or ADSs of the Issuer at an initial conversion price of $23.67 per ADS, representing an initial conversion rate of 4,224.7671 ADSs per US$100,000 principal amount of the Convertible Notes.
PAG Asia Alpha LP
PAG Asia Alpha LP holds US$10 million principal amount of the Convertible Notes and therefore may be deemed to beneficially own 422,475, or 0.6%, of the Issuers Ordinary Shares.
PAG Asia Alpha LP is a Cayman Islands limited partnership of which PAG Asia Alpha GP Limited is the general partner. As such, PAG Asia Alpha GP Limited has the power to make all decisions with respect to PAG Asia Alpha LP. PAG Asia Alpha GP Limited is beneficially owned as to 100.0% by PAG Asia Alpha Limited, which is beneficially owned as to 100.0% by PAG Limited.
PAG-P Asia Fund L.P.
PAG-P Asia Fund L.P. holds US$15 million principal amount of the Convertible Notes and therefore may be deemed to beneficially own 633,713, or 0.9%, of the Issuers Ordinary Shares.
PAG-P Asia Fund L.P. is a Cayman Islands limited partnership of which PAG-P Management Limited is the general partner. As such, PAG-P Management Limited has the power to make all decisions with respect to PAG-P Asia Fund L.P. PAG-P Management Limited is beneficially owned as to 100.0% by PAG AR Opportunistic Strategies Limited, which is beneficially owned as to 100.0% by PAG Limited.
PA Grand Opportunity Limited; Pacific Alliance Asia Opportunity; PAG Asset Management; Pacific Alliance Investment Management
PA Grand Opportunity Limited holds US$40 million principal amount of the Convertible Notes and therefore may be deemed to beneficially own 1,689,902, or 2.3%, of the Issuers Ordinary Shares.
Pacific Alliance Asia Opportunity holds US$85 million principal amount of the Convertible Notes, and beneficially owns 100.0% of PA Grand Opportunity Limited. Pacific Alliance Asia Opportunity therefore may be deemed to beneficially own in aggregate 5,280,945, or 6.9%, of the Issuers Ordinary Shares.
(2)
PA Grand Opportunity Limited is a Cayman Islands company which is beneficially owned as to 100.0% by Pacific Alliance Asia Opportunity. Pacific Alliance Asia Opportunity is a Cayman Islands limited partnership of which PAG Asset Management is the general partner. As such, PAG Asset Management has the power to make all decisions with respect to Pacific Alliance Asia Opportunity. PAG Asset Management is beneficially owned as to 100.0% by Pacific Alliance Investment Management.
Each of PAG Asset Management and Pacific Alliance Investment Management may thereby be deemed to beneficially own in aggregate 5,280,945, or 6.9%, of the Issuers Ordinary Shares.
PAG Limited; PAG Holdings
Pacific Alliance Investment Management is beneficially owned as to 90.0% by PAG Limited, which is beneficially owned as to 99.2% by PAG Holdings.
(2) Includes the 1,689,902 Ordinary Shares of the Issuer beneficially owned by PA Grand Opportunity Limited.
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Each of PAG Limited and PAG Holdings may thereby be deemed to beneficially own in aggregate 6,337,133, or 8.2%, of the Issuers Ordinary Shares.
Voting and Dispositive Power
Each of Pacific Alliance Asia Opportunity, PAG Asset Management, Pacific Alliance Investment Management, PAG Limited and PAG Holdings may thereby be deemed to have sole voting and dispositive power over more than five percent of the Issuers Ordinary Shares.
Calculations
The percentages used in this Schedule 13G are calculated based on a total of 70,726,025 Ordinary Shares of the Issuer issued and outstanding as of June 30, 2016, as reported in Exhibit-99.1 to the Issuers Form 6-K filed on August 10, 2016. Beneficial ownership information is presented as of September 2, 2016.
A.
PAG Holdings
|
(a)
|
Amount beneficially owned:
6,337,133
|
|
(b)
|
Percent of class:
8.2%
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
6,337,133
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
6,337,133
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
|
B.
PAG Limited
|
(a)
|
Amount beneficially owned:
6,337,133
|
|
(b)
|
Percent of class:
8.2%
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
6,337,133
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
6,337,133
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
0
|
|
C.
Pacific Alliance Investment Management
|
(a)
|
Amount beneficially owned:
5,280,945
|
|
(b)
|
Percent of class:
6.9%
|
|
(c)
|
Number of shares as to which the person has:
|
10