UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
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UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.
__)*
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Babylon Holdings Limited
(Name
of Issuer)
Class
A ordinary shares, par value $0.0000422573245084686
(Title of Class of Securities)
G07031100
(CUSIP Number)
Anders F. Börjesson
c/o VNV (Cyprus) Limited
1, Lampousas Street, 1095 Nicosia, Cyprus
+46 8 545 015 50
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 3, 2022
(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‑l(e), 240.13d‑l(f) or 240.13d‑1(g), check the following
box. ☐
* 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).
Page 2 of 15
CUSIP No.
G07031100
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1
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NAMES OF
REPORTING PERSONS
VNV
(Cyprus) Limited
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) ☒
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3
|
SEC USE
ONLY
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4
|
SOURCE
OF FUNDS
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) ☐
Not
Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
|
7
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SOLE
VOTING POWER
83,120,478(1)
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8
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SHARED
VOTING POWER
0
|
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9
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SOLE
DISPOSITIVE POWER
83,120,478(1)
|
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10
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SHARED
DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,120,478(1)
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12
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CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%(2)
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14
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TYPE OF
REPORTING PERSON
CO
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(1) |
Reflects 83,120,478 Class A ordinary shares par value
$0.0000422573245084686 (the “Class
A Shares”) of the Issuer held by VNV (Cyprus) Limited
(“VNV Cyprus”), a
wholly-owned subsidiary of VNV Global AB (publ) (“VNV Global”), a Swedish publicly traded
company.
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(2) |
The percentage calculated is based on 619,979,342 Class A
Shares outstanding as of November 3, 2022 as reported in the Form
6-K filed by the Issuer on November 4, 2022, which includes (i)
189,924,499 Class A Shares issued in a private placement pursuant
to the 2022 PIPE Subscription Agreements (defined below) reported
in the Form 6-K filed by the Issuer on November 4, 2022 and (ii)
79,637,576 Class A Shares that were converted into Class A Shares
from the total outstanding Class B ordinary shares in accordance
with Article 8(a) of the Issuer’s Amended and Restated Memorandum
and Articles of Association dated October 21, 2021 (the
“Articles”) reported in the
Form 6-K filed by the Issuer on November 4, 2022.
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Page 3
of 15
CUSIP
No.
G07031100
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1
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NAMES OF
REPORTING PERSONS
Global
Health Equity (Cyprus) Ltd
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(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
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) ☐
Not
Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
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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
17,745,304(1)
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
17,745,304(2)
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,745,304(1)
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12
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CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%(1)(3)
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14
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TYPE OF
REPORTING PERSON
CO
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(1) |
Global Health Equity (Cyprus) Ltd (“Global Health Equity”) is the holder of
17,745,304 Class A Shares. VNV Global indirectly holds, through its
direct wholly-owned subsidiary, VNV Sweden AB (“VNV Sweden”), approximately 37.35% of
the shares in Global Health Equity AB (publ) (“Global Health (publ)”), the direct and
sole shareholder of Global Health Equity, with the remainder held
by other foreign institutional investors and individuals. VNV
Global is the direct and sole shareholder of VNV Sweden. Investment
decisions relating to holdings of VNV Sweden are made by a board of
directors consisting of three individuals on the basis of
recommendations issued by a five-member board of directors of VNV
Global. Investment decisions relating to holdings of Global Health
Equity are taken by a board of directors that consists of P.C.
Nordic Administration Limited, a third-party corporate services
provider, taking into account recommendations issued by a
three-member board of directors of Global Health (publ). The Global
Health (publ) board is currently comprised of three members,
constituting all managing members of VNV Global.
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(2) |
The percentage calculated is based on 619,979,342 Class A
Shares outstanding as of November 3, 2022 as reported in the Form
6-K filed by the Issuer on November 4, 2022, which includes (i)
189,924,499 Class A Shares issued in a private placement pursuant
to the 2022 PIPE Subscription Agreements (defined below) reported
in the Form 6-K filed by the Issuer on November 4, 2022 and (ii)
79,637,576 Class A Shares that were converted into Class A Shares
from the total outstanding Class B ordinary shares in accordance
with Article 8(a) of the Issuer’s Articles reported in the Form 6-K
filed by the Issuer on November 4, 2022.
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Page 4
of 15
CUSIP
No.
G07031100
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1
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NAMES OF
REPORTING PERSONS
VNV
Sweden AB
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(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
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) ☐
Not
Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
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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
17,745,304(1)
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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
6,627,871(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,745,304(1)
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12
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CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%(2)
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14
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TYPE OF
REPORTING PERSON
CO
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(1) |
Global Health Equity is the holder of 17,745,304 Class A
Shares. VNV Global indirectly holds, through its direct
wholly-owned subsidiary, VNV Sweden, approximately 37.35% of the
shares in Global Health (publ), the direct and sole shareholder of
Global Health Equity, with the remainder held by other foreign
institutional investors and individuals. VNV Global is the direct
and sole shareholder of VNV Sweden. Investment decisions relating
to holdings of VNV Sweden are made by a board of directors
consisting of three individuals on the basis of recommendations
issued by a five-member board of directors of VNV Global.
Investment decisions relating to holdings of Global Health Equity
are taken by a board of directors that consists of P.C. Nordic
Administration Limited, a third-party corporate services provider,
taking into account recommendations issued by a three-member board
of directors of Global Health (publ). The Global Health (publ)
board is currently comprised of three members, constituting all
managing members of VNV Global.
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(2) |
The percentage calculated is based on 619,979,342 Class A
Shares outstanding as of November 3, 2022 as reported in the Form
6-K filed by the Issuer on November 4, 2022, which includes (i)
189,924,499 Class A Shares issued in a private placement pursuant
to the 2022 PIPE Subscription Agreements (defined below) reported
in the Form 6-K filed by the Issuer on November 4, 2022 and (ii)
79,637,576 Class A Shares that were converted into Class A Shares
from the total outstanding Class B ordinary shares in accordance
with Article 8(a) of the Issuer’s Articles reported in the Form 6-K
filed by the Issuer on November 4, 2022.
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Page 5
of 15
CUSIP
No.
G07031100
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1
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NAMES OF
REPORTING PERSONS
VNV
Global AB (publ)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(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
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) ☐
Not
Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
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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
100,865,782(1)
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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
89,748,955(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,865,782 (1)
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12
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CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%(3)
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14
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TYPE OF
REPORTING PERSON
CO
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(1) |
Reflects (i) 83,120,478 Class A Shares held by VNV Cyprus and
(ii) 17,745,304 Class A Shares held by Global Health Equity.
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(2) |
Reflects (i) 83,120,478 Class A Shares held by VNV Cyprus and
(ii) 6,627,871 Class A Shares held by Global Health Equity.
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(3) |
The percentage calculated is based on 619,979,342 Class A
Shares outstanding as of November 3, 2022 as reported in the Form
6-K filed by the Issuer on November 4, 2022, which includes (i)
189,924,499 Class A Shares issued in a private placement pursuant
to the 2022 PIPE Subscription Agreements (defined below) reported
in the Form 6-K filed by the Issuer on November 4, 2022 and (ii)
79,637,576 Class A Shares that were converted into Class A Shares
from the total outstanding Class B ordinary shares in accordance
with Article 8(a) of the Issuer’s Articles reported in the Form 6-K
filed by the Issuer on November 4, 2022.
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SCHEDULE 13D
Item 1. Security and Issuer
This
statement on Schedule 13D (this “Schedule 13D”) relates to the Class A
Shares of Babylon Holdings Ltd. (the “Issuer”), whose principal executive
offices are located at 1 Knightsbridge Green, London, SW1X 7QA,
United Kingdom.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by the
following persons (each a “Reporting Person” and, collectively,
the “Reporting
Persons”):
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i.
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VNV (Cyprus)
Limited (“VNV
Cyprus”);
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ii.
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Global Health
Equity (“Cyprus) Ltd (Global
Health Equity”);
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iii.
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VNV Sweden AB
(“VNV Sweden”); and
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iv.
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VNV Global AB
(publ) (“VNV
Global”).
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(b) The principal business address of the Reporting
Persons is as follows:
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i.
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VNV Cyprus: 1,
Lampousas Street, 1095 Nicosia, Cyprus;
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ii.
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Global Health
Equity: Stasikratous, 22, Olga Court, Office 104, 1065 Nicosia,
Cyprus;
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iii.
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VNV Sweden:
Mäster Samuelsgatan 1, 111 44 Stockholm, Sweden; and
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iv.
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VNV Global:
Mäster Samuelsgatan 1, 111 44 Stockholm, Sweden.
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(c) VNV Global is an investment company whose common
shares are listed on Nasdaq Stockholm, Mid Cap segment, with the
ticker VNV. VNV Cyprus is a wholly-owned subsidiary of VNV Global
and its principal business is asset holding and management. VNV
Sweden is a wholly-owned subsidiary of VNV Global and its principal
business is asset holding and management. Global Health Equity is a
wholly-owned subsidiary of Global Health (publ) and its principal
business is asset holding and management. VNV Global indirectly
holds, through its direct wholly-owned subsidiary, VNV Sweden,
approximately 37.35% of the shares in Global Health (publ), with
the remainder held by other foreign institutional investors and
individuals.
The
name, business address, present principal occupation or employment
and citizenship of each director and executive officer of the
Reporting Persons are set forth on Schedule I hereto and
incorporated herein by reference.
(d) During the last five years, the Reporting
Persons have not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person
were not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding were or are 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.
(f) VNV Cyprus is organized under the laws of
Cyprus, Global Health Equity is organized under the laws of Cyprus,
VNV Sweden is organized under the laws of Sweden and VNV Global is
organized under the laws of Sweden.
Item 3. Source and Amount of Funds or Other
Consideration
The information in Item 4 below is incorporated by reference in
this Item 3. As described in Item 4, the securities reported on
this Schedule 13D reflect the issuance of the 2022 PIPE Shares (as
defined below).
Item 4. Purpose of the Transaction
Subscription Agreement
On or
around October 16, 2022, the Issuer entered into subscription
agreements (the “2022 PIPE
Subscription Agreements”), pursuant to which the Issuer
agreed to issue and sell to certain subscribers (the “Subscribers”) in a private placement an
aggregate of 189,924,499 Class A Shares (the “2022 PIPE Shares”), at a price of
$0.42122 per share (the “2022 Private Placement”). VNV Cyprus
purchased 46,531,503 Class A Shares in the 2022 Private Placement,
for total consideration of $19,600,000.00. The 2022 Private
Placement closed on November 3, 2022 (the “Closing Date”). VNV Cyprus used
proceeds from investments to fund its investment in the 2022
Private Placement.
As a
condition to closing the 2022 Private Placement, ALP Partners
Limited (“ALP Partners”),
furnished an undertaking, referred to as the “Approval of Conversion” to deliver to
the Issuer and the Issuer’s transfer agent a letter instructing the
total outstanding Class B ordinary shares be converted into
79,637,576 Class A Shares in accordance with Article 8(a) of the
Issuer’s Articles, and in connection therewith, that the transfer
agent re-designate such Class B ordinary shares, and in exchange,
issue to ALP Partners, from the Issuer’s established conversion
reserve account, the 79,637,576 Class A Shares, in book-entry
form.
According to the press release included as Exhibit 99.1 to the Form
6-K filed on October 18, 2022, the Issuer expects to use the
proceeds from the 2022 Private Placement to fund the ongoing
development of its digital-first platform and services for managing
population health, working capital and other general corporate
purposes.
The foregoing description of the 2022 PIPE Subscription Agreements
does not purport to be complete and is qualified in its entirety by
reference to the full text of the 2022 PIPE Subscription
Agreements, a copy which is attached as Exhibit 99.3 to this
Schedule 13D and is incorporated herein by reference.
Registration Rights
On October 21, 2021, the Issuer became a public reporting company
following the consummation of the transactions contemplated by that
certain Merger Agreement, dated June 3, 2021, with Alkuri
Global Acquisition Corp., a publicly traded special purpose
acquisition company (the “SPAC”), whereby the Issuer’s
shareholders’ shares were exchanged for shares in the SPAC and the
shares of the Issuer began trading on the New York Stock Exchange
(the “De-SPAC
Transaction”).
In
connection with the De-SPAC Transaction, the Issuer, VNV Cyprus and
certain other investors entered into a registration rights
agreement dated as of June 3, 2021 (the “Registration Rights Agreement”), with
respect to certain shares held by the investors, including
Class A Shares (the “2021
PIPE Shares”) acquired pursuant to the subscription
agreements, dated as of June 3, 2021, entered into, by and
among the Issuer, the SPAC and certain subscribers, whereby VNV
Cyprus acquired 500,000 2021 PIPE Shares at a price of $10.00 per
share. The registration rights pursuant to the Registration Rights
Agreement, include certain piggyback registration rights and
customary demand registration rights.
Pursuant to the 2022 PIPE Subscription Agreements, the Subscribers
are entitled to registration rights for their 2022 PIPE Shares
under the Registration Rights Agreement and the Issuer agreed to
file a registration statement for a shelf registration covering the
2022 PIPE Shares within 20 days of the Closing Date, to use
commercially reasonable efforts to have the registration statement
be declared effective as soon as practicable thereafter and to file
amendments as necessary.
The foregoing description of the Registration Rights Agreement and
any other registration rights under the 2022 PIPE Subscription
Agreements, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Registration Rights
Agreement and the 2022 PIPE Subscription Agreements, copies of
which are attached as Exhibits 99.2 and 99.3 to this
Schedule 13D and are incorporated herein by reference.
General
The Reporting Persons and their respective representatives have
engaged and/or may engage, from time to time, in discussions with
the Issuer’s management and/or board of directors (the
“Board”), including any
special committees of the Board, and/or their respective advisors,
regarding, among other things, the Issuer’s business, strategies,
management, governance, operations, personnel, performance,
financial matters, capital structure, corporate expenses, status of
projects, hedging, environmental, health and safety matters and
strategic and other transactions (including transactions involving
one or more of the Reporting Persons and/or their respective
affiliates and/or portfolio companies and/or other stockholders or
creditors of the Issuer), and have engaged and/or intend to, from
time to time, engage in discussions with other current or
prospective holders of Class A Shares and/or other equity, debt,
notes, instruments or securities, or rights convertible into or
exchangeable or exercisable for Class A Shares or such other
equity, debt, notes, instruments or securities, of the Issuer
(collectively, “Securities”), industry analysts,
research analysts, rating agencies, existing or potential strategic
partners of the Issuer, acquirers or competitors, financial
sponsors, investment firms, investment professionals, capital and
potential capital sources (including co-investors), operators,
financial, and other consultants and advisors and other third
parties regarding such matters (in each case, including with
respect to providing or potentially providing capital to the Issuer
or to existing or potential strategic partners or acquirers of the
Issuer) as well as other matters set forth in clauses (a)-(j) of
Item 4 of Schedule 13D. These discussions have encompassed, and/or
the Reporting Persons expect will encompass, a broad range of
matters relating to the Issuer , including, among other things, the
Issuer’s business, operations, finances, management, organizational
documents, ownership, capital and corporate structure, dividend
policy, corporate governance, the Board and committees thereof,
management and director incentive programs, strategic alternatives
and transactions, including the sale of the Issuer, its Securities
or one or more of its subsidiaries or their respective businesses
or assets or a business combination or other strategic transaction
involving the Issuer or one or more of its subsidiaries, and any
regulatory or legal filings, clearances, approvals or waivers
relating to the foregoing. The Reporting Persons may exchange
information with the Issuer or other persons or entities pursuant
to confidentiality or similar agreements and may enter into expense
reimbursement agreements with the Issuer and others.
The Reporting Persons intend to review their investment in the
Issuer on an ongoing basis. Depending on various factors, including
the outcome of any discussions referenced above, the Issuer’s
business, financial position, results, strategic direction or
prospects or any strategic alternatives or transactions, actions
taken by the Issuer’s management or the Board, price levels of one
or more Securities, other investment opportunities available to the
Reporting Persons, the available capital of the Reporting Persons,
the respective portfolio management considerations (including
investment horizons) of the Reporting Persons, conditions in the
securities, loan or bond markets, factors relating to COVID-19 and
other potential pandemics, general economic or industry conditions
or any changes in law or regulations, the Reporting Persons expect
that they will seek to dispose, or cause to be disposed (including,
without limitation, distributing some or all of the shares of Class
A Shares to certain of the Reporting Persons’ respective members,
partners, stockholders and/or beneficiaries, as applicable), some
or all of the shares of Class A Shares beneficially owned by them,
in the public market, in privately negotiated transactions or
otherwise, pledging their interest in their shares of Class A
Shares as a means of obtaining liquidity or as credit support for
loans or other extensions of credit, or entering into derivatives
transactions and other agreements or instruments that decrease the
Reporting Persons’ economic exposure with respect to their
investment in the Issuer.
Certain plans or proposals may from time to time be discussed or
considered by the directors of the Issuer, including Per Brilioth,
who is both a member of the board of directors of the Issuer and a
managing director of VNV Global.
Except as described in this Schedule 13D, the Reporting
Persons do not have any present plans or proposals that relate to
or would result in any of the actions described in clauses (a)
through (j) of Item 4 of Schedule 13D. The Reporting
Persons reserve the right to formulate plans and/or proposals and
to take such actions with respect to their investment in the
Issuer, including any or all of the actions set forth in
clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
The information set forth or
incorporated by reference in Items 2 and 4 of this Schedule 13D is
incorporated by reference in this Item 5.
(a)—(b) Based on 619,979,342 Class A
Shares outstanding as of November 3, 2022 as reported in the Form
6-K filed by the Issuer on November 4, 2022, which includes (i)
189,924,499 Class A Shares issued in a private placement pursuant
to the 2022 PIPE Subscription Agreements (defined below) reported
in the Form 6-K filed by the Issuer on November 4, 2022 and (ii)
79,637,576 Class A Shares that were converted into Class A Shares
from the total outstanding Class B ordinary shares in accordance
with Article 8(a) of the Issuer’s Articles reported in the Form 6-K
filed by the Issuer on November 4, 2022.
|
Reporting Person
|
Amount
beneficially
owned
|
Percent
of class
|
Sole
power to
vote or to
direct the
vote
|
Shared
power to
vote or to
direct the
vote
|
Sole power
to dispose
or to direct
the
disposition
|
Shared
power to
dispose or to
direct the
disposition
|
|
VNV Cyprus
|
83,120,478
|
13.4%
|
83,120,478
|
0
|
83,120,478
|
0
|
|
VNV Global
|
100,865,782
|
16.3%
|
0
|
100,865,782
|
0
|
89,748,955
|
|
Global Health Equity
|
17,745,304
|
2.9%
|
17,745,304
|
0
|
17,745,304
|
0
|
|
VNV Sweden
|
17,745,304
|
2.9%
|
0
|
17,745,304
|
0
|
6,627,871
|
Except as set forth above, neither
the Reporting Persons nor, to the knowledge of the Reporting
Persons, any of the persons named in Schedule I hereto,
beneficially own any Class A Shares.
(c) Except as described in this Schedule 13D,
neither the Reporting Persons, nor, to the knowledge of the
Reporting Persons, any of the persons set forth on Schedule I
hereto, have effected any transactions in the Class A Shares in the
past 60 days.
(d)—(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The information in Item 4 is
incorporated herein by reference. Other than the agreements
described in Item 4, as of the date hereof, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and
between such persons and any person with respect to any securities
of the Issuer.
Item 7. Material to be Filed as Exhibits.
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99.1
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Merger Agreement, dated as of June 3, 2021, by and among Alkuri
Global Acquisition Corp., Babylon Holdings Limited, Liberty USA
Merger Sub, Inc., Alkuri Sponsors LLC, and Dr. Ali Parsadoust
(incorporated by reference to
Exhibit 2.1 of Alkuri Global Acquisition Corp.’s Form F-4,
filed with the SEC on July 2, 2022)
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99.2
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Registration Rights Agreement dated as of June 3, 2021, by and
among Alkuri Sponsors LLC, Babylon Holdings Limited and certain
shareholders of Babylon Holdings Limited (incorporated by reference
to
Exhibit 10.6 of Alkuri Global Acquisition Corp.’s Form 8-K,
filed with the SEC on June 4, 2021)
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99.3
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Form of Initial Subscription Agreement, dated on or about October
16, 2022 (incorporated by reference to
Exhibit 10.1 of Babylon Holdings Limited’s Form 6-K, filed with
the SEC on October 18, 2022)
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99.4
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Joint Filing Agreement, dated as of November 10, 2022, by and among
the Reporting Persons.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is
true, complete and correct.
Date:
November 10, 2022
VNV (CYPRUS) LIMITED
By:
/s/ Boris
Sinegubko
Name: Boris Sinegubko
Title: Managing Director
GLOBAL HEALTH EQUITY (CYPRUS) LTD
By:
P.C. Nordic Administration Limited
By: /s/ Maria
Zembyla
Name: Maria Zembyla, on behalf of P.C. Nordic
Administration Limited
Title:
Director
VNV SWEDEN AB
By: /s/ Per
Brilioth
Name: Per Brilioth
Title:
Managing Director
VNV GLOBAL AB (PUBL)
By:
/s/ Per Brilioth
Name: Per Brilioth
Title:
Managing Director
SCHEDULE I
Directors
and Executive Officers of the Reporting Persons
The following
table sets forth certain information with respect to the directors
and executive officers of the Reporting Persons. The business
address of each director and executive officer of VNV (Cyprus)
Limited is c/o 1, Lampousas Street, 1095 Nicosia, Cyprus. The
business address of each director and executive officer of Global
Health Equity (Cyprus) Ltd is c/o Stasikratous, 22, Olga Court,
Office 104, 1065 Nicosia, Cyprus. The business address of each
director and executive officer of VNV Sweden AB is c/o Mäster
Samuelsgatan 1, 111 44 Stockholm, Sweden. The business address of
each director and executive officer of VNV Global AB (publ) is c/o
Mäster Samuelsgatan 1, 111 44 Stockholm, Sweden.
VNV (CYPRUS)
LIMITED
Directors
|
NAME (CITIZENSHIP)
|
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|
|
ELENI CHRYSOSTOMIDES (CYPRUS)
|
DIRECTOR
|
|
GEORGIA CHRYSOSTOMIDES (CYPRUS)
|
DIRECTOR
|
|
CHRYSTALLA DEKATRIS (CYPRUS)
|
DIRECTOR
|
|
BORIS SINEGUBKO (CYPRUS)
|
DIRECTOR
|
Executive Officers
|
NAME (CITIZENSHIP)
|
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|
|
N/A
|
N/A
|
GLOBAL HEALTH
EQUITY (CYPRUS) LTD
Directors
|
NAME (CITIZENSHIP)
|
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|
|
P.C. NORDIC ADMINISTRATION LIMITED (CYPRUS)
|
PROFESSIONAL SERVICE PROVIDER
|
Executive Officers
|
NAME (CITIZENSHIP)
|
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|
|
N/A
|
N/A
|
VNV SWEDEN
AB
Directors
|
NAME (CITIZENSHIP)
|
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|
|
PER BRILIOTH (SWEDEN)
|
DIRECTOR
|
|
NADJA BORISOVA (SWEDEN)
|
DIRECTOR
|
|
ANDERS F. BÖRJESSON (SWEDEN)
|
DIRECTOR
|
Executive Officers
|
NAME (CITIZENSHIP)
|
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|
|
PER BRILIOTH (SWEDEN)
|
MANAGING DIRECTOR OF VNV GLOBAL AB (PUBL)
|
VNV GLOBAL AB
(PUBL)
Directors
|
NAME (CITIZENSHIP)
|
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|
|
LARS O GRÖNSTEDT (SWEDEN)
|
DIRECTOR
|
|
JOSH BLACHMAN (USA)
|
DIRECTOR
|
|
PER BRILIOTH (SWEDEN)
|
DIRECTOR
|
|
YLVA LINDQUIST (SWEDEN)
|
DIRECTOR
|
|
KEITH RICHMAN (USA)
|
DIRECTOR
|
Executive Officers
|
NAME (CITIZENSHIP)
|
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
|
|
PER BRILIOTH
|
MANAGING DIRECTOR OF VNV GLOBAL AB (PUBL)
|
|
NADJA BORISOVA
|
CHIEF FINANCIAL OFFICER OF VNV GLOBAL AB (PUBL)
|
|
ANDERS F. BÖRJESSON
|
GENERAL COUNSEL OF VNV GLOBAL AB (PUBL)
|
|
BJÖRN VON SIVERS
|
INVESTMENT MANAGER AND HEAD OF INVESTOR RELATIONS OF VNV GLOBAL AB
(PUBL)
|
JOINT FILING
AGREEMENT
Pursuant to
Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that only one statement
containing the information required by Schedule 13D need be filed
with respect to the ownership by each of the undersigned of the
Class A Shares of Babylon Holdings Limited. The undersigned
acknowledge and agree that the foregoing statement on Schedule 13D
is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D may 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 herein and therein, but shall
not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that it
knows or has reason to believe that such information is inaccurate.
This joint filing agreement may be executed in any number of
counterparts and all of such counterparts taken together shall
constitute one and the same instrument.
VNV (CYPRUS) LIMITED
By:
/s/ Boris
Sinegubko
Name: Boris Sinegubko
Title:
Managing Director
GLOBAL HEALTH EQUITY (CYPRUS) LTD
By:
P.C. Nordic Administration Limited
By:
/s/ Maria Zembyla
Name:
Maria Zembyla, on behalf of P.C.
Nordic Administration Limited
Title:
Director
VNV SWEDEN AB
By: /s/ Per Brilioth
Name: Per Brilioth
Title:
Managing Director
VNV GLOBAL AB (PUBL)
By: /s/ Per Brilioth
Name: Per Brilioth
Title:
Managing Director