Schedule 13G Amendment No. 3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

YANDEX N.V

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

N97284108

(CUSIP Number)

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-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. N97284108

 

  1. 

Name of reporting person

 

BC & B Holdings B.V.

  2.

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.

SEC use only

 

  4.

Citizenship or place of organization –

 

    The Netherlands

Number of

shares

beneficially

owned by

each

reporting

person

5. 

Sole voting power:

 

    14,894,401

6.

Shared voting power:

 

    0

7.

Sole dispositive power:

 

    14,894,401

8.

Shared dispositive power:

 

    0

  9.

Aggregate amount beneficially owned by each reporting person:

 

    14,894,4011

10.

Check if the aggregate amount in Row (9) excludes certain shares

 

11.

Percent of class represented by amount in Row (9):

 

    5.68%2

12.

Type of reporting person:

 

    CO

 

1  Includes 13,297,636 Class B Shares, each of which may be converted at the option of the holder into one Class A Share. The rights of the holders of Class A Shares and Class B Shares are identical, except with respect to conversion rights and voting rights. Includes 26,250 Class A shares that are subject to an option that is currently exercisable. Excludes options to purchase 1,750 Class A shares that are not exercisable within 60 days of the date hereof. The options were granted by Yandex effective on the closing of Yandex’s initial public offering in May 2011, and vest over a four year period. Each Class B Share is entitled to ten votes per share, and each Class A Share is entitled to one vote per share. BC&B Holdings B.V. (“BC&B”) is 100% owned by BC & B Coöperatief U.A., a cooperative association with exclusion of liability incorporated under the laws of the Netherlands (“BC&B Coop”). 52.35% of the share capital of BC&B Coop is held by Chouet Nominees Limited (“CHNL”), 23.89% of the share capital of BC&B Coop is held by Baring Vostok Nominees Limited (“BVNL”), 23.76% of the share capital of BC&B Coop is held by Dehus Dolmen Nominees Limited (“DDNL”). Through their ownership of BC&B Coop, therefore, CHNL has the right to control the voting and disposition of 822,172 Class A shares, 13,742 Class A shares that are subject to an option that is currently exercisable and 6,961,378 Class B shares held by BC&B; BVNL has the right to control the voting and disposition of 375,160 Class A shares, 6,271 Class A shares that are subject to an option that is currently exercisable and 3,176,497 Class B shares held by BC&B; and DDNL has the right to control the voting and disposition of 373,183 Class A Shares, 6,237 Class A shares that are subject to an option that is currently exercisable and 3,159,761 Class B shares held by BC&B.
2  Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 26,250 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Chouet Nominees Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power:

 

    0

   6.   

Shared voting power:

 

    7,797,292

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    7,797,292

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    7,797,2923

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X4

11.  

Percent of class represented by amount in Row (9):

 

    3.05%5

12.  

Type of reporting person:

 

    CO

 

3  Shares held of record by BC&B. See footnote 1, above.
4  Excludes 7,097,109 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Chouet Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
5  Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 13,742 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Private Equity Fund

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power:

 

    0

   6.   

Shared voting power:

 

    7,797,292

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    7,797,292

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    7,797,2926

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X7

11.  

Percent of class represented by amount in Row (9):

 

    3.05%8

12.  

Type of reporting person:

 

    PN

 

6  Shares held of record by BC&B. See footnote 1, above.
7  Excludes 7,097,109 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
8  Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 13,742 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Fund Managers Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power:

 

    0

   6.   

Shared voting power:

 

    7,797,292

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    7,797,292

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    7,797,2929

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X10

11.  

Percent of class represented by amount in Row (9):

 

    3.05%11

12.  

Type of reporting person:

 

    CO

 

9  Shares held of record by BC&B. See footnote 1, above.
10  Excludes 7,097,109 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
11  Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 13,742 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1. 

Name of reporting person

 

Baring Vostok Fund (GP) L.P.

  2.

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.

SEC use only

 

  4.

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

5. 

Sole voting power:

 

    0

6.

Shared voting power:

 

    7,797,292

7.

Sole dispositive power:

 

    0

8.

Shared dispositive power:

 

    7,797,292

  9.

Aggregate amount beneficially owned by each reporting person:

 

    7,797,29212

10.

Check if the aggregate amount in Row (9) excludes certain shares

 

    X13

11.

Percent of class represented by amount in Row (9):

 

    3.05%14

12.

Type of reporting person:

 

    PN

 

12  Shares held of record by BC&B. See footnote 1, above.
13  Excludes 7,097,109 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
14  Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 13,742 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Nominees Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power:

 

    0

   6.   

Shared voting power:

 

    3,557,928

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    3,557,928

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    3,557,92815

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X16

11.  

Percent of class represented by amount in Row (9):

 

    1.41%17

12.  

Type of reporting person:

 

    CO

 

15  Shares held of record by BC&B. See footnote 1, above.
16  Excludes 11,336,473 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
17  Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 6,271 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Private Equity Fund III

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power:

 

    0

   6.   

Shared voting power:

 

    3,557,928

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    3,557,928

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    3,557,92818

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X19

11.  

Percent of class represented by amount in Row (9):

 

    1.41%20

12.  

Type of reporting person:

 

    PN

 

18  Shares held of record by BC&B. See footnote 1, above.
19 Excludes 11,336,473 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund III disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
20 Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 6,271 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Fund III Managers Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power:

 

    0

   6.   

Shared voting power:

 

    3,557,928

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    3,557,928

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    3,557,92821

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X22

11.  

Percent of class represented by amount in Row (9):

 

    1.41%23

12.  

Type of reporting person:

 

    CO

 

21 Shares held of record by BC&B. See footnote 1, above.
22 Excludes 11,336,473 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund III Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
23 Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 6,271 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Fund III (GP) L.P.

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power:

 

    0

   6.   

Shared voting power:

 

    3,557,928

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    3,557,928

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    3,557,92824

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X25

11.  

Percent of class represented by amount in Row (9):

 

    1.41%26

12.  

Type of reporting person:

 

    PN

 

24  Shares held of record by BC&B. See footnote 1, above.
25 Excludes 11,336,473 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund III (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
26 Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 6,271 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Dehus Dolmen Nominees Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power:

 

    0

   6.   

Shared voting power:

 

    3,539,181

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    3,539,181

  9.  

Aggregate amount beneficially owned by each reporting person

 

    3,539,18127

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X28

11.  

Percent of class represented by amount in Row 9:

 

    1.40%29

12.  

Type of reporting person:

 

    CO

 

27  Shares held of record by BC&B. See footnote 1, above.
28 Excludes 11,355,220 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Dehus Dolmen Nominees Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
29 Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 6,237 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Private Equity Fund IV

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power

 

    0

   6.   

Shared voting power:

 

    3,539,181

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    3,539,181

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    3,539,18130

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X31

11.  

Percent of class represented by amount in Row (9):

 

    1.40%32

12.  

Type of reporting person:

 

    PN

 

30  Shares held of record by BC&B. See footnote 1, above.
31 Excludes 11,355,220 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Private Equity Fund IV disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
32 Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 6,237 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Fund IV Managers Limited

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power

 

    0

   6.   

Shared voting power:

 

    3,539,181

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    3,539,181

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    3,539,18133

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X34

11.  

Percent of class represented by amount in Row (9):

 

    1.40%35

12.  

Type of reporting person:

 

    CO

 

33 Shares held of record by BC&B. See footnote 1, above.
34 Excludes 11,355,220 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund IV Managers Limited disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
35 Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 6,237 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


  1.   

Name of reporting person

 

Baring Vostok Fund IV (GP) L.P.

  2.  

Check the appropriate box if a member of a group

(a)  ¨        (b)  x

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization –

 

    Guernsey

Number of

shares

beneficially

owned by

each

reporting

person

   5.    

Sole voting power

 

    0

   6.   

Shared voting power:

 

    3,539,181

   7.   

Sole dispositive power:

 

    0

   8.   

Shared dispositive power:

 

    3,539,181

  9.  

Aggregate amount beneficially owned by each reporting person:

 

    3,539,18136

10.  

Check if the aggregate amount in Row (9) excludes certain shares

 

    X37

11.  

Percent of class represented by amount in Row (9):

 

    1.40%38

12.  

Type of reporting person:

 

    PN

 

36  Shares held of record by BC&B. See footnote 1, above.
37  Excludes 11,355,220 shares of Class A Common Stock beneficially owned by the other Reporting Persons hereto as to which Baring Vostok Fund IV (GP) L.P. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities.
38 Based on 248,818,138 Class A Shares being the outstanding Class A Shares as of September 30, 2014, as disclosed on the Issuer’s Report on Form 6-K dated October 23, 2014, plus 6,237 Class A shares that are subject to an option that is currently exercisable. It also assumes conversion of such reporting person’s Class B Shares held as at December 31, 2014 into Class A Shares.


Item 1(a) Name of Issuer:

YANDEX N.V.

 

Item  1(b) Address of Issuer’s Principal Executive Offices:

Schiphol Boulevard 165

1118 BG Schiphol

The Netherlands

 

Item 2(a) Name of Person Filing:

1) BC & B Holdings B.V.

2) Chouet Nominees Limited

3) Baring Vostok Nominees Limited

4) Dehus Dolmen Nominees Limited

5) Baring Vostok Private Equity Fund

6) Baring Vostok Private Equity Fund III

7) Baring Vostok Private Equity Fund IV

8) Baring Vostok Fund Managers Limited

9) Baring Vostok Fund III Managers Limited

10) Baring Vostok Fund IV Managers Limited

11) Baring Vostok Fund (GP) L.P.

12) Baring Vostok Fund III (GP) L.P.

13) Baring Vostok Fund IV (GP) L.P.

 

Item 2(b) Address of Principal Business Office:

1) Laan Copes Van Cattenburch 52, The Hague, P7 2585, The Netherlands

2 – 13) 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL

 

Item 2(c) Citizenship:

1) Dutch

2 – 13) Guernsey

 

Item 2(d) Title of Class of Securities:

1) Class A Common Stock

 

Item 2(e) CUSIP Number: N97284108

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

 

Item 4. Ownership (a) through (c) – See EXHIBIT A

(a) Amount beneficially owned:

See EXHIBIT A

(b) Percent of class:

See EXHIBIT A


(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote:

See EXHIBIT A

(ii) Shared power to vote or direct the vote:

See EXHIBIT A

(iii) Sole power to dispose or to direct the disposition:

See EXHIBIT A

(iv) Shared power to dispose or to direct the disposition:

See EXHIBIT A

 

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

 

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.

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

SEE EXHIBIT B & C

 

Item 9. Notice of Dissolution of Group.

Not Applicable.

 

Item 10. Certification.

Not applicable


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.

 

Date: February 12, 2015
BC & B Holdings B.V.
Signature:

/s/ Holly Nielsen

By: Holly Nielsen, Director
Date: February 12, 2015
Chouet Nominees Limited
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Date: February 12, 2015
Baring Vostok Nominees Limited
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Date: February 12, 2015
Dehus Dolmen Nominees Limited
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Date: February 12, 2015
Baring Vostok Private Equity Fund
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund Managers Limited
As General Partner to
Baring Vostok Fund (GP) L.P.
As General Partner
Date: February 12, 2015
Baring Vostok Private Equity Fund III
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund III Managers Limited
As General Partner to
Baring Vostok Fund III (GP) L.P.
As General Partner


Date: February 12, 2015
Baring Vostok Private Equity Fund IV
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund IV Managers Limited
As General Partner to
Baring Vostok Fund IV (GP) L.P.
As General Partner
Date: February 12, 2015
Baring Vostok Private Equity Fund (GP) L.P.
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund Managers Limited
As General Partner
Date: February 12, 2015
Baring Vostok Private Equity Fund III (GP) L.P.
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund III Managers Limited
As General Partner
Date: February 12, 2015
Baring Vostok Private Equity Fund IV (GP) L.P.
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund IV Managers Limited
As General Partner


Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

 

  1. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

 

  2. Each of them is responsible for the timely filing of such schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate

 

Date: February 12, 2015
BC & B Holdings B.V.
Signature:

/s/ Holly Nielsen

By: Holly Nielsen, Director
Date: February 12, 2015
Chouet Nominees Limited
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Date: February 12, 2015
Baring Vostok Nominees Limited
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Date: February 12, 2015
Dehus Dolmen Nominees Limited
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Date: February 12, 2015
Baring Vostok Private Equity Fund
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund Managers Limited
As General Partner to
Baring Vostok Fund (GP) L.P.
As General Partner


Date: February 12, 2015
Baring Vostok Private Equity Fund III
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund III Managers Limited
As General Partner to
Baring Vostok Fund III (GP) L.P.
As General Partner
Date: February 12, 2015
Baring Vostok Private Equity Fund IV
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund IV Managers Limited
As General Partner to
Baring Vostok Fund IV (GP) L.P.
As General Partner
Date: February 12, 2015
Baring Vostok Private Equity Fund (GP) L.P.
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund Managers Limited
As General Partner
Date: February 12, 2015
Baring Vostok Private Equity Fund III (GP) L.P.
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund III Managers Limited
As General Partner
Date: February 12, 2015
Baring Vostok Private Equity Fund IV (GP) L.P.
Signature:

/s/ Peter Touzeau

By: Peter Touzeau, Director
Baring Vostok Fund IV Managers Limited
As General Partner


EXHIBIT A

Item 4 – Ownership

 

          Class A Shares  

(a)

   Amount beneficially owned:   
   BC& B Holdings B.V.      14,894,401   
   Chouet Nominees Limited      7,797,292   
   Baring Vostok Nominees Limited      3,557,928   
   Dehus Dolmen Nominees Limited      3,539,181   
   Baring Vostok Private Equity Fund      7,797,292   
   Baring Vostok Private Equity Fund III      3,557,928   
   Baring Vostok Private Equity Fund IV      3,539,181   
   Baring Vostok Fund Managers Limited      7,797,292   
   Baring Vostok Fund III Managers Limited      3,557,928   
   Baring Vostok Fund IV Managers Limited      3,539,181   
   Baring Vostok Fund (GP) L.P.      7,797,292   
   Baring Vostok Fund III (GP) L.P.      3,557,928   
   Baring Vostok Fund IV (GP) L.P.      3,539,181   

(b)

   Percent of class   
   BC& B Holdings B.V.      5.68
   Chouet Nominees Limited      3.05
   Baring Vostok Nominees Limited      1.41
   Dehus Dolmen Nominees Limited      1.40
   Baring Vostok Private Equity Fund      3.05
   Baring Vostok Private Equity Fund III      1.41
   Baring Vostok Private Equity Fund IV      1.40
   Baring Vostok Fund Managers Limited      3.05
   Baring Vostok Fund III Managers Limited      1.41
   Baring Vostok Fund IV Managers Limited      1.40
   Baring Vostok Fund (GP) L.P.      3.05
   Baring Vostok Fund III (GP) L.P.      1.41
   Baring Vostok Fund IV (GP) L.P.      1.40

(c)

   Number of shares as to which such person has:   
   (i)   Sole power to vote or to direct the vote:   
     BC& B Holdings B.V.      14,894,401   
     Chouet Nominees Limited      0   
     Baring Vostok Nominees Limited      0   
     Dehus Dolmen Nominees Limited      0   
     Baring Vostok Private Equity Fund      0   
     Baring Vostok Private Equity Fund III      0   
     Baring Vostok Private Equity Fund IV      0   
     Baring Vostok Fund Managers Limited      0   
     Baring Vostok Fund III Managers Limited      0   
     Baring Vostok Fund IV Managers Limited      0   
     Baring Vostok Fund (GP) L.P.      0   
     Baring Vostok Fund III (GP) L.P.      0   
     Baring Vostok Fund IV (GP) L.P.      0   
     Baring Vostok Manager Holding Limited (Guernsey)      0   
   (ii)   Shared power to vote or to direct the vote:   
     BC& B Holdings B.V.      0   
     Chouet Nominees Limited      7,797,292   
     Baring Vostok Nominees Limited      3,557,928   
     Dehus Dolmen Nominees Limited      3,539,181   
     Baring Vostok Private Equity Fund      7,797,292   
     Baring Vostok Private Equity Fund III      3,557,928   


          Class A Shares  
     Baring Vostok Private Equity Fund IV      3,539,181   
     Baring Vostok Fund Managers Limited      7,797,292   
     Baring Vostok Fund III Managers Limited      3,557,928   
     Baring Vostok Fund IV Managers Limited      3,539,181   
     Baring Vostok Fund (GP) L.P.      7,797,292   
     Baring Vostok Fund III (GP) L.P.      3,557,928   
     Baring Vostok Fund IV (GP) L.P.      3,539,181   
   (iii)   Sole power to dispose or to direct the disposition of:   
     BC& B Holdings B.V.      14,894,401   
     Chouet Nominees Limited      0   
     Baring Vostok Nominees Limited      0   
     Dehus Dolmen Nominees Limited      0   
     Baring Vostok Private Equity Fund      0   
     Baring Vostok Private Equity Fund III      0   
     Baring Vostok Private Equity Fund IV      0   
     Baring Vostok Fund Managers Limited      0   
     Baring Vostok Fund III Managers Limited      0   
     Baring Vostok Fund IV Managers Limited      0   
     Baring Vostok Fund (GP) L.P.      0   
     Baring Vostok Fund III (GP) L.P.      0   
     Baring Vostok Fund IV (GP) L.P.      0   
   (iv)   Shared power to dispose or to direct the disposition of:   
     BC& B Holdings B.V.      0   
     Chouet Nominees Limited      7,797,292   
     Baring Vostok Nominees Limited      3,557,928   
     Dehus Dolmen Nominees Limited      3,539,181   
     Baring Vostok Private Equity Fund      7,797,292   
     Baring Vostok Private Equity Fund III      3,557,928   
     Baring Vostok Private Equity Fund IV      3,539,181   
     Baring Vostok Fund Managers Limited      7,797,292   
     Baring Vostok Fund III Managers Limited      3,557,928   
     Baring Vostok Fund IV Managers Limited      3,539,181   
     Baring Vostok Fund (GP) L.P.      7,797,292   
     Baring Vostok Fund III (GP) L.P.      3,557,928   
     Baring Vostok Fund IV (GP) L.P.      3,539,181   


EXHIBIT B

Item 8 – Identification and Classification of Group

Consists of 1,570,515 Class A shares and 13,297,636 Class B shares held directly by BC&B Holdings B.V. (“BC&B”). Includes 26,250 Class A shares that are subject to an option that is currently exercisable. Excludes options to purchase 1,750 Class A shares that are not exercisable within 60 days of the date hereof. BC&B is 100% owned by BC & B Coöperatief U.A., a cooperative association with exclusion of liability incorporated under the laws of the Netherlands (“BC&B Coop”). 52.35% of the share capital of BC&B Coop is held by Chouet Nominees Limited (“CHNL”), 23.89% of the share capital of BC&B Coop is held by Baring Vostok Nominees Limited (“BVNL”) and 23.76% of the share capital of BC&B Coop is held by Dehus Dolmen Nominees Limited (“DDNL”). Through their ownership of BC&B Coop, therefore, CHNL has the right to control the voting and disposition of 822,172 Class A shares, 13,742 Class A shares that are subject to an option that is currently exercisable and 6,961,378 Class B shares held by BC&B; BVNL has the right to control the voting and disposition of 375,160 Class A shares, 6,271 Class A shares that are subject to an option that is currently exercisable and 3,176,497 Class B shares held by BC&B; and DDNL has the right to control the voting and disposition of 373,183 Class A Shares, 6,237 Class A shares that are subject to an option that is currently exercisable and 3,159,761 Class B shares held by BC&B.

BVNL, DDNL and CHNL disclaim beneficial ownership of the shares held by BC&B except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

Each of BVNL, DDNL and CHNL may be deemed members of a group with BC&B Coop and BC&B by reason of the relationships described above. Such persons may also be deemed members of a group with each of the other Reporting Persons by reason of the relationships described below. Each of the Reporting Persons disclaims membership in such group and this report shall not be construed as an admission that such persons are members of a group.

CHNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund (“BVPEF”). Baring Vostok Fund Managers Limited (“BVFML”) is the General Partner to Baring Vostok Fund (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEF. Each of BVFML and Baring Vostok Fund (GP) L.P. disclaim beneficial ownership of the shares beneficially owned by CHNL and BVPEF except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

BVNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund III (“BVPEFIII”). Baring Vostok Fund III Managers Limited (“BVFIIIML”) is the General Partner to Baring Vostok Fund III (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEFIII. Each of BVFIIIML and Baring Vostok Fund III (GP) L.P. disclaim beneficial ownership of the shares beneficially owned by BVNL and BVPEFIII except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

DDNL is a limited liability company that acts as nominee holding company for Baring Vostok Private Equity Fund IV (“BVPEFIV”). Baring Vostok Fund IV Managers Limited (“BVFIVML”) is the General Partner to Baring Vostok Fund IV (GP) L.P. who in turn is the General Partner to each of the Limited Partnerships comprising BVPEFIV. Each of BVFIVML and Baring Vostok Fund IV (GP) L.P. disclaim beneficial ownership of the shares beneficially owned by DDNL and BVPEFIV except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such persons are the beneficial owner of such securities.

Each of BVFML, BVFIIIML and BVFIVML (together the “General Partners”) are owned by Baring Vostok Manager Holding Limited (Guernsey)(“BVMHL”). BVMHL disclaims beneficial ownership of the shares beneficially owned or deemed beneficially owned by each of the other Reporting Persons except to the extent of its pecuniary interest therein and this report shall not be construed as an admission that such person is the beneficial owner of such securities.

Voting and investment power over the investments held by each of the limited partnerships in the Baring Vostok funds is exercised by each fund’s respective General Partner. Baring Vostok Capital Partners Limited, as investment advisor to the Baring Vostok funds, has no voting or investment control over the Baring Vostok funds. The General Partners make decisions based on recommendations of investment committees appointed in respect of BVPEF, BVPEFIII and BVPEFIV. Baring Vostok Capital Partners Limited disclaims beneficial interest in the securities held by the Reporting Persons. The business address of the Baring Vostok funds is c/o Ipes (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL.

BC&B Coop beneficially owns 14,894,401 Class A Shares. Such Class A Shares were previously beneficially owned by Strickland Holdings Limited, a Cyprus registered limited liability company (“Strickland”). BC&B Coop acquired beneficial ownership of such Class A Shares as a result of the acquisition by BC&B Coop from Strickland of 100% of the share capital of BC&B. The acquisition of beneficial ownership of the Class A Shares by BC&B Coop from Strickland was the result of an internal restructuring which did not change the ultimate beneficial ownership of the shares. The beneficial ownership of such Class A Shares by BC&B Coop is not the subject of this Schedule 13G and BC&B Coop is accordingly not included as a Reporting Person. Such beneficial ownership is reported on the Schedule 13D initially filed by BC&B Coop on March 12, 2014, as subsequently amended. Strickland is no longer the beneficial owner of any Class A Shares.