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ITEM 1.
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SECURITY AND ISSUER:
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This statement on Schedule 13D (this Schedule 13D) relates to the ordinary shares (the Shares), of Atento S.A., a public limited liability company (societe anonyme) incorporated under the laws of Luxembourg (the Issuer). The Issuers principal executive office is located at 1, rue Hildegard Von Bingen, L-1282, Luxembourg, Grand Duchy of Luxembourg.
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ITEM 2.
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IDENTITY AND BACKGROUND:
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The person filing this statement is Kyma Capital Limited, the Reporting Person.
The principal business address of Kyma Capital Limited is 22-25 Portman Close, London W1H 6BS, United Kingdom.
Kyma Capital Limited is an FCA-regulated investment manager based in the United Kingdom and is primarily engaged in fund management activities.
The following sets forth the name, citizenship, present principal occupation or employment of each director and executive officer of the Reporting Person:
Akshay Shah is a citizen of the United Kingdom, and is Chief Investment Officer at the Reporting Person.
Renata Machado is a citizen of Italy and is Chief Operating Officer at the Reporting Person.
Except as otherwise indicated, the business address of each director and officer is c/o Kyma Capital Limited, 22-25 Portman Close, London W1H 6BS, United Kingdom. To the best of the Reporting Person's knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Person own any Shares.
The Reporting Person has not, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours), or (b) 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 activities subject to, Federal or State securities laws or a finding of 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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The Reporting Person may be deemed to be the beneficial owner of, in the aggregate, 750,210 Shares. The aggregate purchase price of the Shares purchased by the Reporting Person was approximately $10.95 million (including commissions to purchase Shares). The source of funding for these Shares was capital from investors in the Kyma Capital Opportunities Fund Limited.
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ITEM 4.
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PURPOSE OF TRANSACTION:
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The Reporting Person purchased the securities of the Issuer reported herein based on its belief that such securities are dramatically undervalued by the public market.
The Reporting Person sought to engage over a course of several months in a constructive dialogue with the Board of Directors of the Issuer (the Board) and the Issuers management regarding this undervaluation and available opportunities to maximize shareholder value. As part of this dialogue, the Reporting Person has sought shareholder board representation.
As a result of these discussions, the Reporting Person believes there are clear gaps in corporate governance that are detrimental to minority shareholders. After months of communication, the Reporting Person has no confidence that this Board can adequately represent minority interests.
On May 14, 2021, Kyma Capital Limited delivered a letter to the Issuer nominating a director candidate, Catherine Da Silva, for election to the Board. The Reporting Person reserves the right to either withdraw certain or all of its nominees or to nominate additional nominees for election to the Board.
The Reporting Person intends to review its investment in the Issuer on a continuing basis and, depending on various factors, including the Issuer's business, affairs and financial position, other developments concerning the Issuer, the price level of the Shares, conditions in the securities markets and general economic and industry conditions, as well as other investment opportunities available to it, and may in the future take such actions with respect to its investment in the Issuer as it deems appropriate in light of the circumstances existing from time to time. Such actions may include, without limitation, the purchase of additional Shares in the open-market and in block trades, in privately negotiated transactions or otherwise, the sale at any time of all or a portion of the Shares now owned or hereafter acquired by it to one or more purchasers, or the distribution in kind at any time of all or a portion of the Shares now owned or hereafter acquired by it.
The Reporting Person may, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments or other securities (collectively, Securities) of the Issuer (or its affiliates) in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.
Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may endeavor (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Person may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting its beneficial ownership of Shares.
The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Person may take positions or make proposals with respect to potential changes in the operations, management, the certificate of incorporation and bylaws, Board composition, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer as a means of enhancing shareholder value or may change their intention with respect to any and all matters referred to in Item 4. Although the Reporting Person had no plans or proposals at the time of its various purchases and do not have plans or proposals at present, the Reporting Person intends to review its investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties, including, potential acquirers, service providers and financing sources, and/or formulate plans or proposals regarding the Issuer, its assets or its securities. Such proposals or positions may include one or more plans that relate to or would result in any of the actions required to be reported herein.
The Reporting Person acquired the Shares beneficially owned by it in the ordinary course of its trade or business of purchasing, selling, trading and investing in securities.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER:
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(a) The Reporting Person beneficially owns a total of 750,210 Shares, constituting 5.001% of the 15,000,000 outstanding Shares of the Issuer reported to be outstanding as of September 30, 2021, as reported in the Issuers 6-K filed with the Securities and Exchange Commission on November 15, 2021.
(b) The Reporting Person has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 750,210 Shares beneficially owned by it.
(c) The following transactions were effected by the Reporting Person during the past sixty (60) days. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
Date Security N.of Shs. Price per Share
09/12/2021 Common Stock 3,196 23.85
08/12/2021 Common Stock 5,000 24.26
07/12/2021 Common Stock 5,000 23.96
06/12/2021 Common Stock 5,000 23.94
03/12/2021 Common Stock 5,000 23.71
02/12/2021 Common Stock 5,000 23.68
01/12/2021 Common Stock 5,000 24.05
30/11/2021 Common Stock 2,500 23.43
29/11/2021 Common Stock 5,000 23.76
17/11/2021 Common Stock 5,000 27.50
16/11/2021 Common Stock 20,000 27.11
16/11/2021 Common Stock 2,159 24.15
10/11/2021 Common Stock 2,000 26.65
05/11/2021 Common Stock 1,232 23.76
03/11/2021 Common Stock 1,500 21.42
28/10/2021 Common Stock 3,000 25.34
28/10/2021 Common Stock 4,000 25.25
27/10/2021 Common Stock 2,000 25.40
27/10/2021 Common Stock 2,000 25.20
26/10/2021 Common Stock 1,500 24.99
26/10/2021 Common Stock 1,500 25.11
26/10/2021 Common Stock 1,500 25.16
(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person.
(e) Not applicable.
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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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Not Applicable.
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ITEM 7.
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MATERIALS TO BE FILES AS EXHIBITS:
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Exhibit 1 - Press Release from Kyma Capital Limited dated December 17, 2021
Exhibit 2 - Letter from Kyma Capital Limited to Issuer dated December 17, 2021
Exhibit 3 - Prior Correspondence with the Issuer
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