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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
Eros International, Plc
(Name of Issuer)
A Ordinary Shares, par value
£
0.30
per share
(Title of Class of Securities)
G3788M114
(CUSIP Number)
Jon Needham
SG Kleinwort Hambros Trust Company (CI) Ltd
18 Esplanade, St. Helier
Jersey, Channel Islands, JE4 8RT
44 (0) 1534 815435
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 2016
(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 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
(“
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).
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Vijay Ahuja
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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N/A
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6.
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Citizenship or Place of Organization
United Kingdom
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
166,667 A ordinary shares held by Vijay Ahuja as
an individual.
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8.
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Shared Voting Power
5,100,000 A ordinary shares held by SG Kleinwort
Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust. The Ganesh Trust is a discretionary trust that includes Vijay Ahuja,
and Vijay Ahuja’s immediate family members as beneficiaries,
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9.
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Sole Dispositive Power
166,667 A ordinary shares held by Vijay Ahuja as
an individual.
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10.
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Shared Dispositive Power
5,100,000 A ordinary shares held by SG Kleinwort
Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust. The Ganesh Trust is a discretionary trust that includes Vijay Ahuja,
and Vijay Ahuja’s immediate family members as beneficiaries.
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
5,266,667 (representing (i) 5,100,000 A ordinary
shares and (ii) 166,667 A ordinary shares.
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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N/A
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13.
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Percent of Class Represented by Amount in Row (11)
10.74%
[1]
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14.
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Type of Reporting Person (See Instructions)
IN, HC
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[1]
Calculated
on the basis of - 47,047,360 A ordinary shares outstanding as of December 14, 2017.
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
SG Kleinwort
Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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N/A
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6.
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Citizenship or Place of Organization
Jersey, U.K.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
-0-
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8.
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Shared Voting Power
5,100,000 A ordinary shares held by SG Kleinwort
Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust. The Ganesh Trust is a discretionary trust that includes Vijay Ahuja,
and Vijay Ahuja’s immediate family members as beneficiaries.
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9.
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Sole Dispositive Power
-0-
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10.
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Shared Dispositive Power
5,100,000 A ordinary shares held by SG Kleinwort
Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust. The Ganesh Trust is a discretionary trust that includes Vijay Ahuja,
and Vijay Ahuja’s immediate family members as beneficiaries.
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
5,100,000 A ordinary shares held by SG Kleinwort
Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust. The Ganesh Trust is a discretionary trust that includes Vijay Ahuja,
and Vijay Ahuja’s immediate family members as beneficiaries.
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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N/A
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13.
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Percent of Class Represented by Amount in Row (11)
10.40%
[2]
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14.
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Type of Reporting Person (See Instructions)
IN, HC
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[1]
Calculated
on the basis of 47,047,360 A ordinary shares outstanding as of 14 December, 2017.
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Item 1.
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Security and Issuer
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This Schedule 13D is being filed to report each
of the reporting persons’ named herein (each a “
Filing Person
” and collectively, the “
Filing
Persons
”) beneficial ownership of the A ordinary shares, par value GBP 0.30 per share of Eros International Plc, an Isle
of Man limited company (the “
Issuer
”). The principal executive offices of the Issuer are located at 550 County
Avenue, Secaucus, New Jersey 07094.
The A ordinary shares reported herein as beneficially
owned by Vijay Ahuja consist of (i) the number of A ordinary shares owned by Vijay Ahuja as an individual; (ii) the number of A
ordinary shares owned by SG Kleinwort Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust (SGKHTCL-T-GT)
The reporting persons previously
reported their ownership of A ordinary shares pursuant to a Schedule 13D originally filed on June 10, 2015 by Beech Investments
Limited, Kishore Lulla and Vijay Ahuja (the “Original Schedule 13D”). Following the consummation of the transactions
described in Item 5 hereof the reporting persons determined to file a separate Schedule 13D.
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Item 2.
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Identity and Background
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(i)
Vijay
Ahuja
The principal business address of Vijay Ahuja
is 10 Draycott Park, #07-07 Draycott 8, Singapore 259405. Vijay Ahuja’s principal occupation is as the Vice Chairman and
a director of the Issuer. Vijay Ahuja is a citizen of the United Kingdom.
(ii) SG
Kleinwort Hambros Trust Company (CI) Limited (SGKHTCL) as Trustee of Ganesh Trust
SGKHTCL is Trust Company
acting as Trustees of Ganesh Trust
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(a)
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The primary business of SGKHTCL is as a Trust Management Company. The principal business address
for the SGKHTCL is, SG Hambros House, 18 Esplanade, St Helier, Jersey, JE4 8RT. SGKHTCL is a company incorporated in Jersey (U.K.).
3 of the directors and executive officers on a Board of Directors for SGKHTCL are: Jonathan David Needham, Sean Baudin and Philip
Robin McIlwraith.
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(b)
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The principal business addresses of the directors and executive officers of SGKHTCL are as follows:
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1.
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The business address for Jonathan David Needham is 18 Esplanade, St Helier, Jersey, Channel Islands
JE4 8RT.
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2.
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The business address of Sean Baudin is 18 Esplanade, St Helier, Jersey, Channel Islands JE4 8RT.
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3.
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The business address of Philip Robin McIlwraith is 18 Esplanade, St Helier, Jersey, Channel Islands
JE4 8RT
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(c)
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The principal occupations of the directors and executive officers of SGKHTCL are as follows:
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1.
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Jonathan Needham is a Director within Jersey offshore finance center and employed by SG Kleinwort
Hambros Trust Company.
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2.
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Sean Baudin is a Director within Jersey offshore finance center and employed by SG Kleinwort Hambros
Trust Company.
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3.
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Philip Robin McIlwraith is a Director within Jersey offshore finance center and employed by SG
Kleinwort Hambros Trust Company
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(d)
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Jonathan Needham, Sean Baudin and Philip Robin McIlwraith are all British citizens.
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(e) and (f) During the last five years, none of
the reporting persons or any other persons listed in Item 2 hereof (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceedings 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.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Original Schedule 13D is hereby incorporated herein by reference
and amended as follows:
The responses to Item 5 of this Schedule 13D are incorporated herein by
reference.
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Item 4.
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Purpose of Transaction
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On
August 2016, Vijay Ahuja and Kishore Lulla entered into an agreement that provided for Vijay Ahuja and Kishore Lulla to simplify
the trust structure and hold their own shares of Eros International plc. Prior to the agreement Vijay Ahuja and Kishore Lulla through
their beneficial interests in Beech Investments Ltd held 24,793,986 B ordinary shares, according to the following percentage ownership:
66% Ganges Trust (primary beneficiary Kishore Lulla), 32% Ganesh Trust (primary beneficiary Vijay Ahuja), 1% Kishore Lulla, 1%
Vijay Ahuja. As a result of the agreement, Beech distributed a total of 5,500,000 B ordinary shares of Eros International plc:
5,333,333 B ordinary shares to Ganesh Holdings Ltd (holding company of the Ganesh Trust) and 166,667 B ordinary shares to Vijay
Ahuja in his personal name. Mr. Ahuja is not jointly filing a Schedule 13D with Mr. Lulla and Beech.
On
19
th
January 2017, Ganesh Holdings Ltd converted 2,333,333 of its B ordinary shares into the equivalent number of A
ordinary shares. As a result of this transaction, Ganesh Holdings Ltd’s holdings were as follows: 3,000,000 B ordinary shares
and 2,333,333 A ordinary shares.
Ganesh Holdings Ltd sold 233,333
A ordinary shares between March 14, 2017 and March 21, 2017 as follows:
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100,000 A ordinary shares on March 14, 2017
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33,333
A ordinary shares on March 15, 2017
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50,000
A ordinary shares on March 16, 2017
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50,000 A ordinary shares on March 21, 2017
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As a result of this transaction,
Ganesh Holdings Ltd’s holdings were as follows: 3,000,000 B ordinary shares and 2,100,000 A ordinary shares.
On
4th May 2017, Ganesh Holdings Ltd entered a share exchange agreement with Beech Investments Ltd where 2,000,000 A Ordinary shares
were transferred from Ganesh Holdings Ltd to Beech Investments Ltd and in return 2,000,000 B Ordinary shares were transferred from
Beech Investments Ltd to Ganesh Holdings Ltd. This exchange is for a period of 3 months after which it will be reversed or Ganesh
Holdings will keep the 2,000,000 B ordinary shares. As a result of this transaction, Ganesh Holdings Ltd’s holdings were
as follows: 5,000,000 B ordinary shares and 100,000 A ordinary shares.
On
16
th
May 2017, Ganesh Holdings Ltd converted 3,000,000 of its B ordinary shares into the equivalent number of A ordinary
shares. As a result of this transaction, Ganesh Holdings Ltd’s holdings were as follows: 2,000,000 B ordinary shares and
3,100,000 A ordinary shares.
On 12
th
July 2017, Vijay Ahuja converted his 166,667 B ordinary shares into the equivalent number of A ordinary shares. As a result of
this transaction, Vijay Ahuja’s holdings were as follows: 0 B ordinary shares and 166,667 A ordinary shares.
On 3
rd
November 2017 Ganesh Holdings Ltd converted 2,000,000 of its B ordinary shares into the equivalent number of A ordinary shares.
As a result of this transaction, Ganesh Holdings Ltd.’s holdings were as follows: 5,100,000 A ordinary shares.
On 9th
November 2017 Ganesh Holdings Ltd transferred 2,000,000 A ordinary shares to SG Kleinwort Hambros Trust Company (CI) Limited as
Trustee of Ganesh Trust.
On 22
nd
November 2017 Ganesh Holdings Ltd transferred 3,100,000 A ordinary shares to SG Kleinwort Hambros Trust Company (CI) Limited as
Trustee of Ganesh Trust.
The Filing Persons may, from time
to time, acquire additional shares or dispose of some or all of their shares or may continue to hold the shares, depending on business
and market conditions, their continuing evaluation of the business and prospects of the Company and other factors. The Filing
Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred
to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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Interest in Securities of the Issuer
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(a) – (b) Interests of Reporting Persons and
Others:
(1)
Mr. Vijay Ahuja
: As
of the date of this filing, Vijay Ahuja has beneficial ownership of an aggregate of 5,266,667 A ordinary shares, or 10.74% of
the A ordinary shares (determined as provided in Rule 13d-3). Of these shares, 5,100,000 A ordinary shares are held by SGKHTCL-T-GT.
Vijay Ahuja, through direct ownership and SGKHTCL-T-GT, with Vijay Ahuja’s immediate family members, as a beneficiary of
SGKHL-T-GT the discretionary trust , may be deemed to have beneficial ownership of the shares owned directly or indirectly by
such discretionary trust. Mr. Ahuja has sole voting and dispositive power over the 166,667 A ordinary shares and shared voting
and dispositive power over the shares held by SGKHL-T-GT.
(2)
SG Kleinwort Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust: As of the date of this filing, SG Kleinwort Hambros
Trust Company (CI) Limited as Trustee of Ganesh Trust has beneficial ownership of 5,100,000 A ordinary shares, or 10.40% of the
A ordinary shares (determined as provided in Rule 13d-3). Of these shares 5,100,000 A ordinary shares, SG Kleinwort Hambros Trust
Company (CI) Limited as Trustee of Ganesh Trust has (a) sole voting and sole dispositive power with respect to none of the shares
and (b) shared voting and shared dispositive power with Mr. Ahuja with respect to 5,100,000 A ordinary shares. Of these 5,100,000
A ordinary shares, all are owned directly by SG Kleinwort Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust.
(c) Except for the transactions described in
Item 4 hereof, There have been no transactions in shares by the Filing Persons in the last 60 days. Please see Item 4 for a detailed
description of the transactions that resulted in the current beneficial ownership of the A ordinary shares and B ordinary shares
by the Filing Persons.
(d) With the exception of certain discretionary
trusts, for which there are certain trustees other than the beneficiaries identified in this filing, no person other than the Filing
Persons has the right to receive or power to direct the receipt of dividends from, or the proceeds of the sale of any of the shares.
(e) N/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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There are no contracts, arrangements,
understanding or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any other
person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s
fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 99.1
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Joint Filing Agreement, dated June 10
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2015.
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SIGNATURES
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.
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20
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December 2017
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Vijay Ahuja
Vijay Ahuja
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SG Kleinwort Hambros Trust Company (CI) Limited as Trustee of Ganesh Trust
By:
Neda Borhani-Chick
Name: Neda Borhani-Chick
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Title: Authorized Signatory
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By:
Isabelle Seymour
Name: Isabelle Seymour
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Title: Authorized Signatory
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