SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Spark Networks plc
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(Name of Issuer)
Ordinary Shares, par value 0.01 pound per share
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(Title of Class of Securities)
G8305M109
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(CUSIP Number)
Tiger Global Management, LLC
101 Park Avenue, 48th Floor
New York, New York 10178
(212) 984-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 2006
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
CUSIP No. G8305M109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Management, LLC(1)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,546,085 (1)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,546,085 (1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,546,085 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[X](2)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14. TYPE OF REPORTING PERSON
OO
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(1) Tiger Global Management, LLC specifically disclaims beneficial ownership in
the Shares reported herein except to the extent of its pecuniary interest
therein.
(2) As described in Items 3, 4 and 5 below, Tiger Global Management, LLC may be
deemed to be part of a group with the Great Hill Entities (as defined below)
pursuant to the terms of the Share Purchase Agreements (as defined below). Tiger
Global Management, LLC does not affirm to be part of a group and expressly
disclaims beneficial ownership of the 9,085,000 Ordinary Shares (as defined
herein), in the aggregate, beneficially owned by the Great Hill Entities
(including global depositary shares representing Ordinary Shares). Accordingly,
such Ordinary Shares are not included in the amounts specified by Tiger Global
Management, LLC above.
CUSIP No. G8305M109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chase P. Coleman III (3)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,546,085 (3)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,546,085 (3)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,546,085 (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[X](4)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14. TYPE OF REPORTING PERSON
IN
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(3) Charles P. Coleman III specifically disclaims beneficial ownership in the
Shares reported herein except to the extent of his pecuniary interest therein.
(4) As described in Items 3, 4 and 5 below, Charles P. Coleman III may be
deemed to be part of a group with the Great Hill Entities (as defined below)
pursuant to the terms of the Share Purchase Agreements (as defined below).
Charles P. Coleman III does not affirm to be part of a group and expressly
disclaims beneficial ownership of the 9,085,000 Ordinary Shares (as defined
herein), in the aggregate, beneficially owned by the Great Hill Entities
(including global depositary shares representing Ordinary Shares). Accordingly,
such Ordinary Shares are not included in the amounts specified by Mr. Coleman
above.
CUSIP No. G8305M109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, L.P. (5)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,087,861 (5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,087,861 (5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,087,861 (5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[X](6)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
14. TYPE OF REPORTING PERSON
PN
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(5) Tiger Global, L.P. specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(6) As described in Items 3, 4 and 5 below, Tiger Global, L.P. may be deemed
to be part of a group with the Great Hill Entities (as defined below) pursuant
the terms of the Share Purchase Agreements (as defined below). Tiger Global,
L.P. does not affirm to be part of a group and expressly disclaims beneficial
ownership of the 9,085,000 Ordinary Shares (as defined herein), in the
aggregate, beneficially owned by the Great Hill Entities (including global
depositary shares representing Ordinary Shares). Accordingly, such Ordinary
Shares are not included in the amounts specified by Tiger Global, L.P. above.
CUSIP No. G8305M109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global II, L.P. (7)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
24,767 (7)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
24,767 (7)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,767 (7)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[X](8)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14. TYPE OF REPORTING PERSON
PN
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(7) Tiger Global II, L.P. specifically disclaims beneficial ownership in the
Shares reported herein except to the extent of its pecuniary interest therein.
(8) As described in Items 3, 4 and 5 below, Tiger Global II, L.P. may be
deemed to be part of a group with the Great Hill Entities (as defined below)
pursuant to the terms of the Share Purchase Agreements (as defined below). Tiger
Global II, L.P. does not affirm to be part of a group and expressly disclaims
beneficial ownership of the 9,085,000 Ordinary Shares (as defined herein), in
the aggregate, beneficially owned by the Great Hill Entities (including global
depositary shares representing Ordinary Shares). Accordingly, such Ordinary
Shares are not included in the amounts specified by Tiger Global II, L.P. above.
CUSIP No. G8305M109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, Ltd. (9)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
433,457 (9)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
433,457 (9)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,457 (9)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X] (10)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14. TYPE OF REPORTING PERSON
CO
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(9) Tiger Global, Ltd. specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(10) As described in Items 3, 4 and 5 below, Tiger Global, Ltd. may be deemed
to be part of a group with the Great Hill Entities (as defined below), pursuant
to the terms of the Share Purchase Agreements (as defined below). Tiger
Global, Ltd. does not affirm to be part of a group and expressly disclaims
beneficial ownership of the 9,085,000 Ordinary Shares (as defined herein), in
the aggregate, beneficially owned by the Great Hill Entities (including global
depositary shares representing Ordinary Shares). Accordingly, such Ordinary
Shares are not included in the amounts specified by Tiger Global, Ltd. above.
CUSIP No. G8305M109
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_______________________________________________________________________
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the ordinary
shares, par value 0.01 pound per share (the "Ordinary Shares"), of Spark
Networks plc, a public limited company registered in England and Wales under
number 3628907 whose registered office is located at 24-26 Arcadia Avenue,
Finchley Central, London N3 2JU, England (the "Issuer"), whose principal
executive offices are located at 8383 Wilshire Boulevard, Suite 800, Beverly
Hills, California, 90211.
_______________________________________________________________________
Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed on behalf of: (I) Tiger Global,
L.P., a Delaware limited partnership ("TGLP"); (ii) Tiger Global II, L.P., a
Delaware limited partnership ("TGII"); (iii) Tiger Global, Ltd., a Cayman
Islands exempted company ("TGLTD", and together with TGLP and TGII, the "Tiger
Global Funds"); (iv) Tiger Global Management, LLC, a Delaware limited liability
company ("TGM", and together with the Tiger Global Funds, the "Tiger Global
Entities"); and (v) Charles P. Coleman III (together with Tiger Global Entities,
the "Reporting Persons"). Mr. Coleman is a citizen of the United States.
The Tiger Global Funds are each a private investment fund. TGM acts as the
management company to TGLP and TGII and acts as investment manager to TGLTD. Mr.
Coleman is the managing member of TGM. The principal business office of TGLP,
TGII, TGM and Mr. Coleman is c/o Tiger Global Management, LLC, 101 Park Avenue,
48th Floor, New York, New York 10178. The principal office of TGLTD is c/o Citco
Fund Services (Curacao) N.V., Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles.
(d) None of the Reporting Persons, individually or collectively, has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, 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 finding any
violation with respect to such laws.
_______________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
On December 1, 2005, the Tiger Global Funds, Great Hill Investors, LLC,
Great Hill Equity Partners II, LP and Great Hill Affiliate Partners, LP (the
"Initial Great Hill Entities") entered into a share purchase agreement (the
"Initial Share Purchase Agreement") pursuant to which the Initial Great Hill
Entities acquired from the Tiger Global Funds an aggregate of 2,000,000 Ordinary
Shares for a purchase price of $5.35 per share, or $10,700,000 in the aggregate.
As more fully described in Item 4 hereof, on June 13, 2006, the Tiger
Global Funds, Great Hill Investors, LLC and Great Hill Equity Partners III, LP
(the "Subsequent Great Hill Entities" and together with the Initial Great Hill
Entities, the "Great Hill Entities") entered into a share purchase agreement
(the "Subsequent Share Purchase Agreement" and together with the Initial Share
Purchase Agreement, the "Share Purchase Agreements") pursuant to which the
Subsequent Great Hill Entities acquired from the Tiger Global Funds an aggregate
of 3,085,000 Ordinary Shares for a purchase price of $5.50 per share, or
$16,967,500 in the aggregate. A form of the Initial Share Purchase Agreement is
filed as Exhibit 1 which is incorporated by reference herein and a form of the
Additional Share Purchase Agreement is filed as Exhibit 2 hereto.
_______________________________________________________________________
Item 4. Purpose of Transaction
Voting Arrangements
Pursuant to the terms of the Share Purchase Agreements, for so long as the
Great Hill Entities and their respective affiliates own at least 5% of the
outstanding Ordinary Shares (including Ordinary Shares that are represented by
global depositary shares and any other depositary shares) and any other shares
in the capital of the Issuer entitled to vote on the election of directors)
("Voting Shares"), the Tiger Global Funds agreed that: (x) if at any time a
Great Hill Entity notifies a Tiger Global Fund of its desire and intention to
designate a single director on behalf of all the Great Hill Entities (the "Great
Hill Director") in advance of any meeting of the Issuer's shareholders called to
vote upon for the election of directors, and at all adjournments thereof and in
all other circumstances upon which a vote, consent or approval (including by
written consent) is sought with respect to the election of directors or that is
necessary to elect directors of the Issuer, the Tiger Global Funds agreed to
consent, vote (or cause to be voted) all of its Voting Shares that are owned or
held of record by the Tiger Global Funds, or as to which the Tiger Global Funds
have voting power or in respect of which the Tiger Global Funds can direct,
restrict or control any such voting power (the "Remaining Shares") held, at the
time such consent is sought or meeting is held, to elect such Great Hill
Director; and (y) if at any time a Great Hill Entity notifies a Tiger Global
Fund of its desire and intention to remove or replace a Great Hill Director or
to fill a vacancy caused by the resignation of a Great Hill Director, the Tiger
Global Funds agree to cooperate in causing the requested removal and/or
replacement by voting in the appropriate manner. Pursuant to the Additional
Share Purchase Agreement, the Tiger Global Funds irrevocably granted, and
appointed Michael A. Kumin, and any other person who shall hereafter be
designated by the Great Hill Entities as the Tiger Global Funds' proxy and
attorney (with full power of substitution) to vote all of the Tiger Global
Funds' shares held at the time such consent is sought or meeting is held in any
circumstances where a vote, consent or other approval is sought to elect a Great
Hill Director.
In addition, the Tiger Global Funds agreed not to enter into or exercise
its rights under any voting arrangements with respect to any Remaining Shares or
take any other action, that would in any way restrict, limit or interfere with
the performance of its obligations to vote its Remaining Shares in accordance
with the terms of the Share Purchase Agreements. Pursuant to the terms of the
Share Purchase Agreements, the Tiger Global Funds are not restricted from
selling or otherwise transferring any Remaining Shares or any interest therein
to a third party that is not an affiliate of Tiger Global Funds or the Issuer or
to any affiliate that agrees in writing to be bound by the terms of the Share
Purchase Agreements. The foregoing covenants and obligations of the Tiger Global
Funds terminates after a Great Hill Director (together with any replacements
therefore) has served a single, full term of office of three years, in
accordance with the Issuer's articles and memorandum of association, as in
effect on December 1, 2005 with respect to the Initial Share Purchase Agreement
and June 13, 2006 with respect to the Additional Share Purchase Agreement.
In addition, the Tiger Global Funds agreed that, in order to secure all
interest of the Great Hill Entities in the Ordinary Shares purchased under each
applicable share purchase agreement with effect from the date of execution of
the applicable share purchase agreement (the "Execution Date"), each of the
Tiger Global Funds irrevocably appointed Great Hill Partners, LLC to be its
attorney in its name and on its behalf to exercise all or any of the voting and
other rights, powers and privileges attached to the Ordinary Shares (or global
depository shares representing Ordinary Shares) purchased pursuant to the
applicable share purchase agreement. The Tiger Global Funds agreed, following
the applicable Execution Date, not to exercise all or any of the voting and
other rights, powers and privileges attached to the Ordinary Shares purchased
pursuant to the applicable share purchase agreement that are registered in its
name.
The Ordinary Shares held by the Reporting Persons were acquired for, and
are being held for, investment purposes only. The acquisitions of the Ordinary
Shares were made in the ordinary course of the Reporting Persons' business or
investment activities, as the case may be.
The Reporting Persons have no plan or proposal which relates to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
_______________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, TGM may be deemed to beneficially own
1,546,085 Ordinary Shares, constituting approximately 5.1% of the Ordinary
Shares of the Issuer, based upon the number of Ordinary Shares outstanding as of
May 4, 2006 as reported in the Issuer's Form 10-Q filed on May 8, 2006.
TGM has the sole power to vote or direct the vote of 0 Ordinary Shares; has
the shared power to vote or direct the vote of 1,546,085 Ordinary Shares; has
the sole power to dispose or direct the disposition of 0 Ordinary Shares; and
has shared power to dispose or direct the disposition of 1,546,085 Ordinary
Shares.
TGM specifically disclaims beneficial ownership in the Ordinary Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Charles P. Coleman III may be deemed to
beneficially own 1,546,085 Ordinary Shares, constituting approximately 5.1% of
the Ordinary Shares of the Issuer, based upon the number of Ordinary Shares
outstanding as of May 4, 2006 as reported in the Issuer's Form 10-Q filed on May
8, 2006.
Mr. Coleman has the sole power to vote or direct the vote of 0 Ordinary
Shares; has the shared power to vote or direct the vote of 1,546,085 Ordinary
Shares; has the sole power to dispose or direct the disposition of 0 Ordinary
Shares; and has shared power to dispose or direct the disposition of 1,546,085
Ordinary Shares.
Mr. Coleman specifically disclaims beneficial ownership in the Ordinary
Shares reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, TGLP may be deemed to beneficially own
1,087,861 Ordinary Shares, constituting approximately 3.6% of the Ordinary
Shares of the Issuer, based upon the number of Ordinary Shares outstanding as of
May 4, 2006 as reported in the Issuer's Form 10-Q filed on May 8, 2006.
TGLP has the sole power to vote or direct the vote of 0 Ordinary Shares;
has the shared power to vote or direct the vote of 1,087,861 Ordinary Shares;
has the sole power to dispose or direct the disposition of 0 Ordinary Shares;
and has shared power to dispose or direct the disposition of 1,087,861 Ordinary
Shares.
TGLP specifically disclaims beneficial ownership in the Ordinary Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, TGII may be deemed to beneficially own 24,767
Ordinary Shares, constituting approximately 0.1% of the Ordinary Shares of the
Issuer, based upon the number of Ordinary Shares outstanding as of May 4, 2006
as reported in the Issuer's Form 10-Q filed on May 8, 2006.
TGII has the sole power to vote or direct the vote of 0 Ordinary Shares;
has the shared power to vote or direct the vote of 24,767 Ordinary Shares; has
the sole power to dispose or direct the disposition of 0 Ordinary Shares; and
has shared power to dispose or direct the disposition of 24,767 Ordinary Shares.
TGII specifically disclaims beneficial ownership in the Ordinary Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, TGLTD may be deemed to beneficially own
433,457 Ordinary Shares, constituting approximately 1.4% of the Ordinary Shares
of the Issuer, based upon the number of Ordinary Shares outstanding as of May 4,
2006 as reported in the Issuer's Form 10-Q filed on May 8, 2006.
TGLTD has the sole power to vote or direct the vote of 0 Ordinary Shares;
has the shared power to vote or direct the vote of 433,457 Ordinary Shares; has
the sole power to dispose or direct the disposition of 0 Ordinary Shares; and
has shared power to dispose or direct the disposition of 433,457 Ordinary
Shares.
TGLTD specifically disclaims beneficial ownership in the Ordinary Shares
reported herein except to the extent of its pecuniary interest therein.
Interests in Securities of the Issuer of the Great Hill Entities
(a) As of the date hereof, Great Hill Investors, LLC may be deemed to
beneficially own 81,221 Ordinary Shares, constituting less than 1% of the
Ordinary Shares of the Issuer, based upon the number of Ordinary Shares
outstanding as of May 4, 2006 as reported in the Issuer's Form 10-Q filed on May
8, 2006.
(a) As of the date hereof, Great Hill Equity Partners II, Limited
Partnership may be deemed to beneficially own 5,713,465 Ordinary Shares,
constituting approximately 18.8% of the Ordinary Shares of the Issuer, based
upon the number of Ordinary Shares outstanding as of May 4, 2006 as reported in
the Issuer's Form 10-Q filed on May 8, 2006.
(a) As of the date hereof, Great Hill Affiliate Partners II, L.P. may be
deemed to beneficially own 217,673 Ordinary Shares, constituting approximately
1.0% of the Ordinary Shares of the Issuer, based upon the number of Ordinary
Shares outstanding as of May 4, 2006 as reported in the Issuer's Form 10-Q filed
on May 8, 2006.
(a) As of the date hereof, Great Hill Equity Partners III, L.P. may be
deemed to beneficially own 3,072,641 Ordinary Shares, constituting approximately
10.1% of the Ordinary Shares of the Issuer, based upon the number of Ordinary
Shares outstanding as of May 4, 2006 as reported in the Issuer's Form 10-Q filed
on May 8, 2006.
(c) Information set forth in Exhibit C describes any transactions by the
Reporting Persons relating to the Ordinary Shares during the past 60 days.
(d, e) Not applicable.
_______________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Reference is made to the Share Purchase Agreements described in Items 3 and
4.
_______________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Form of Initial Share Purchase Agreement, dated December 1,
2005, by and among the Initial Great Hill Entities and the Tiger Global Funds
(incorporated by reference to Exhibit A of the Schedule 13D filed on December
12, 2005).
Exhibit 2: Form of Additional Share Purchase Agreement, dated as of June
13, 2006, by and among the Subsequent Great Hill Entities and the Tiger Global
Funds.
Exhibit 3: Joint Filing Agreement, dated as of June 20, 2006, by and among
the Reporting Persons.
Exhibit 4: The transactions in the Ordinary Shares that were effected by
the Reporting Persons within the past 60 days.
_______________________________________________________________________
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.
June 27, 2006
-----------------------
(Date)
Tiger Global Management, LLC (11)
By: /s/ Charles P. Coleman III
---------------------------
Name: Charles P. Coleman III
Title: Managing Member
/s/ Charles P. Coleman III (11)
---------------------------
Charles P. Coleman III
Tiger Global, L.P. (11)
By: Tiger Global Performance, LLC, its general partner
By: /s/ Charles P. Coleman III
---------------------------
Name: Charles P. Coleman III
Title: Managing Member
Tiger Global II, L.P. (11)
By: Tiger Global Performance, LLC, its general partner
By: /s/ Charles P. Coleman III
---------------------------
Name: Charles P. Coleman III
Title: Managing Member
Tiger Global, Ltd. (11)
By: Tiger Global Management, LLC, its investment manager
By: /s/ Charles P. Coleman III
---------------------------
Name: Charles P. Coleman III
Title: Director
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(11) Each of the Reporting Persons specifically disclaims beneficial ownership
in the Ordinary Shares reported herein except to the extent of the Reporting
Person's pecuniary interest therein.
Exhibit 2
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SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this "Agreement") is made as of June 13,
2006, by and among Great Hill Investors, LLC, a Massachusetts limited liability
company, whose registered office is located at One Liberty Square Boston,
Massachusetts 02109 ("GHI") and Great Hill Equity Partners III, LP, a Delaware
limited partnership, whose registered office is located at One Liberty Square
Boston, Massachusetts 02109 ("GHEP") and Tiger Global II, L.P., a Delaware
limited partnership, whose registered office is located at 101 Park Avenue, 48th
Floor, New York, New York 10178 ("TGII"), Tiger Global, L.P., a Delaware limited
partnership, whose registered office is located at 101 Park Avenue, 48th Floor,
New York, New York 10178 ("TGLP"), Tiger Global, Ltd., an exempted company
formed under the laws of the Cayman Islands, whose registered office is located
at c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, West
Bay Road, P.O. Box 31106 SMB, Grand Cayman, Cayman Islands, British West Indies
("TGLTD"). Each of GHI and GHEP are referred to as a "Buyer." Each of TGII, TGLP
and TGLTD are referred to as a "Seller."
RECITALS
The Sellers desire to sell, and the Buyers desire to purchase the Shares
for the consideration and on the terms set forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1:
"Applicable Contract" means, with respect to any Person, any Contract (a)
under which such Person has or may acquire any rights, (b) under which such
Person has or may become subject to any obligation or liability, or (c) by which
such Person or any of the assets owned or used by such Person is or may become
bound.
A "Breach" of a representation, warranty, covenant, obligation, or
other provision of this Agreement, any other instrument delivered pursuant to
this Agreement, or any other agreement or Contract shall be deemed to have
occurred if there is or has been (a) any inaccuracy in or breach of, or any
failure to perform or comply with, such representation, warranty, covenant,
obligation, or other provision, or (b) any claim (by any Person) or other
occurrence or circumstance that is or was inconsistent with such representation,
warranty, covenant, obligation, or other provision, and the term "Breach" means
any such inaccuracy, breach, failure, claim, occurrence, or circumstance.
"Buyer" has the meaning set forth in the first paragraph of this Agreement.
"Closing" has the meaning set forth in Section 2.3.
"Closing Date" means the date and time as of which the Closing actually
takes place.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" means Spark Networks plc, a public limited company, registered in
England and Wales under number 3628907 whose registered office is located at
24-26 Arcadia Avenue, Finchley Central, London N3 2JU, England.
"Confidentiality Agreement" means the Confidentiality Agreement, dated
October 14, 2004, by and between Spark Networks plc and Great Hill Equity
Partners II, Limited Partnership.
"Consent" means any approval, consent, ratification, waiver, or other
authorization (including any Governmental Authorization).
"Contract" means any agreement, contract, obligation, promise, or
undertaking (whether written or oral and whether express or implied) that is
legally binding.
"DTC" means The Depositary Trust Company.
"Encumbrance" means any charge, claim, community property interest,
condition, equitable interest, lien, option, pledge, security interest, right of
first refusal, or restriction of any kind or any other third party right,
including any restriction on use, voting, transfer, receipt of income, or
exercise of any other attribute of ownership.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor law, and regulations and rules issued pursuant thereto or any
successor law.
"GHEP" has the meaning set forth in the Recitals of this Agreement.
"GHI" has the meaning set forth in the Recitals of this Agreement.
"Global Depositary Shares" means global depositary shares that represent
Ordinary Shares.
"Governmental Authorization" means any approval, consent, license, permit,
waiver, or other authorization issued, granted, given, or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement.
"Governmental Body" means any:
(a) nation, state, county, city, town, village, district, or other
jurisdiction of any nature;
(b) federal, state, local, municipal, foreign, or other government;
(c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official,
or entity and any court or other tribunal);
(d) multi-national organization or body; or
(e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing
authority or power of any nature.
"Great Hill Director" has the meaning set forth in Section 5.1(a)(ii).
"Information" has the meaning set forth in Section 8.2(a).
"Legal Requirement" means any federal, state, local, municipal, foreign,
international, multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.
"Offeree" has the meaning set forth in Section 3.7.
"Order" means any award, decision, injunction, judgment, order, ruling,
subpoena, or verdict entered, issued, made, or rendered by any court,
administrative agency, or other Governmental Body or by any arbitrator.
"Ordinary Shares" means ordinary shares of the Company, par value 0.01
pound per share.
"Organizational Documents" means (a) the articles or certificate of
incorporation and the bylaws of a corporation (including, for the avoidance of
doubt, the Company's articles and memorandum of association as amended from time
to time); (b) the partnership agreement and any statement of partnership of a
general partnership; (c) the limited partnership agreement and the certificate
of limited partnership of a limited partnership; (d) certificate of formation
and operating agreement of a limited liability company; (e) any charter or
similar document adopted or filed in connection with the creation, formation, or
organization of a Person; and (f) any amendment, supplement, modification or
restatement of any of the foregoing.
"Person" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity
or Governmental Body.
"Proceeding" means any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative, investigative, or
informal) commenced, brought, conducted, or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.
"Purchase Price" has the meaning set forth in Section 2.2.
"Remaining Shares" has the meaning set forth in Section 5.1(a)(i).
"Representative" means with respect to a particular Person, any director,
officer, employee, agent, consultant, advisor, or other representative of such
Person, including legal counsel, accountants, and financial advisors.
"SEC" means the U.S. Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, or any
successor law, and regulations and rules issued pursuant thereto or any
successor law.
"Securities Reports" means all forms, reports, schedules, registration
statements, definitive proxy or information statements and other documents
required to be filed or filed by the Company with the SEC or any other
Governmental Body, including the Registration Statement on Form S-1 of the
Company (File No. 333-123228), in each case, as amended since the time of their
filing, and including all documents filed as exhibits thereto and any Form 8-Ks
that have been filed with or furnished to the SEC or such other Governmental
Body.
"Settlement Date" has the meaning set forth in Section 2.3.
"Seller" has the meaning set forth in the first paragraph of this
Agreement.
"Shares" means the 3,085,000 Global Depositary Shares, in the aggregate,
being sold pursuant to this Agreement.
"Short Sales" means all "short sales" as defined in Rule 3b-3 of the
Exchange Act.
"Standstill Agreement" means the Standstill Agreement dated December 1,
2005, by and between Spark Networks plc and Great Hill Equity Partners II,
Limited Partnership.
"Tax" means any tax (including any income tax, capital gains tax,
value-added tax, sales tax, property tax, gift tax, or estate tax), levy,
assessment, tariff, duty (including any customs duty), deficiency, or other fee,
and any related charge or amount (including any fine, penalty, interest, or
addition to tax), imposed, assessed, or collected by or under the authority of
any Governmental Body or payable pursuant to any tax-sharing agreement or any
other Contract relating to the sharing or payment of any such tax, levy,
assessment, tariff, duty, deficiency, or fee.
"Threatened" means a claim, Proceeding, dispute, action, or other matter
shall be deemed to have been "Threatened" if any demand or statement has been
made (orally or in writing) or any notice has been given (orally or in writing)
that such a claim, Proceeding, dispute, action, or other matter is likely to be
asserted, commenced, taken, or otherwise pursued in the future.
"Transactions" means all of the transactions contemplated by this
Agreement, including:
(a) the sale of the Shares by the Sellers to the Buyers;
(b) the performance by the Buyers and the Sellers of their respective
covenants and obligations under this Agreement; and
(c) the Buyers' acquisition and ownership of the Shares.
"U.S. Shareholder" means a "U.S. shareholder" within the meaning of Section
951(b) of the Code, with respect to the Company.
"Voting Shares" means the Ordinary Shares (including Ordinary Shares that
are represented by the Global Depositary Shares and any other depositary shares)
and any other shares in the capital of the Company entitled to vote on the
election of directors.
2. SALE AND TRANSFER OF SHARES; CLOSING
2.1 SHARES
Subject to the terms and conditions of this Agreement, at the
Closing, the Sellers shall sell and transfer, free from all
Encumbrances, other than Encumbrances arising as a result of the
depositary agreement in respect of the Shares or Encumbrances created
by any Buyer, the Shares to the Buyers, and the Buyers shall purchase
the Shares from the Sellers, and from and including the Closing Date,
all rights and advantages accruing to the Shares shall belong to the
Buyers. The number of Shares to be sold by each Seller is set forth
opposite such Seller's name on Exhibit B.
2.2 PURCHASE PRICE
The purchase price for the Shares shall be $5.50 per Share,
and $16,967,500 in the aggregate (the "Purchase Price").
2.3 CLOSING
The purchase and sale of the Shares shall take place
concurrently with the execution and delivery of this Agreement (the
"Closing") at the offices of the Buyers' counsel at 2049 Century Park
East, Suite 3200, Los Angeles, California, at 10:00 a.m. (local time)
on June 13, 2006, or at such other time as the parties may agree. The
settlement of the purchase and sale of the Shares shall occur no later
than June 15, 2006 (the "Settlement Date").
2.4 CLOSING OBLIGATIONS
(a) The Sellers shall:
(i) on or prior to the Settlement Date, instruct the brokers
that hold the Shares on the Sellers' behalf to transfer the
Shares to the Buyers in the amounts and to the accounts
designated by the Buyers in writing prior to the Settlement
Date to ensure that settlement with respect to such transfer
shall occur on the Settlement Date; and
(ii) deliver to the Buyers any other document that may be
required for any Seller to give good title to the Shares in
accordance with the terms of this Agreement or that may be
necessary to enable the Buyers to procure the registration
of the Shares in the name of each Buyer or its nominee(s) or
which evidence to each Buyer's satisfaction the authority of
any person executing this Agreement or any of the documents
referred to herein, on behalf of the Sellers.
(b) Upon receipt of the Shares, the Buyers shall deliver to the
Sellers the Purchase Price by wire transfer of immediately
available funds to an account or accounts of the Sellers as
specified by the Sellers in writing.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each Seller represents and warrants to the Buyers as follows:
3.1 ORGANIZATION AND GOOD STANDING
Each of TGII and TGLP is a limited partnership, duly
organized, validly existing, and in good standing under the laws of
Delaware, with the power and authority to conduct its business as it is
now being conducted, to own or use the properties and assets that it
purports to own or use, and to perform all its obligations under this
Agreement. TGLTD is an exempted company, duly organized, validly
existing, and in good standing under the laws of the Cayman Islands,
with the power and authority to conduct its business as it is now being
conducted, to own or use the properties and assets that it purports to
own or use, and to perform all its obligations under this Agreement.
3.2 AUTHORITY; NO CONFLICT
(a) This Agreement constitutes the legal, valid, and binding
obligation of each Seller, enforceable against each Seller in
accordance with its terms. Each Seller has the power and
authority to execute, deliver and perform its obligations under
this Agreement.
(b) Neither the execution and delivery of this Agreement by any
Seller nor the performance by any Seller of any of its
obligations hereunder shall, directly or indirectly (with or
without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A)
any provision of the Organizational Documents of any Seller
or, to the knowledge of such Seller (without having made any
special inquiry or investigation), the Company, or (B) any
resolution adopted by the manager, the board of managers (or
other similar governing body), or the members of any Seller,
or, to the knowledge of such Seller (without having made any
special inquiry or investigation), the Company;
(ii) contravene, conflict with, or result in a violation of any
Legal Requirement or any Order to which any Seller is
subject;
(iii) contravene, conflict with, or result in a violation of any
of the terms or requirements of, or give any Governmental
Body the right to revoke, withdraw, suspend, cancel,
terminate, or modify, any Governmental Authorization that is
held by any Seller; or
(iv) contravene, conflict with, or result in a violation or
Breach of any provision of, or give any Person the right to
declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel,
terminate, or modify, any Applicable Contract of any Seller.
3.3 TITLE TO THE SHARES
(a) DTC is the legal and record holder of the Shares, and each Seller
is the beneficial owner of the Global Depositary Shares set forth
opposite such Seller's name on Exhibit B hereto, free and clear
of all Encumbrances, other than Encumbrances arising as a result
of the depositary agreement in respect of the Shares or
Encumbrances created by any Buyer. Immediately following the
Closing, DTC shall be the legal and record holder of the Shares
and each Buyer shall have beneficial ownership of the Global
Depositary Shares set forth under its name on Exhibit A, free and
clear of all Encumbrances, other than Encumbrances arising as a
result of the depositary agreement in respect of the Shares or
Encumbrances created by any Buyer.
(b) There are no Applicable Contracts of any Seller or, to each
Seller's knowledge (without having made special inquiry or
investigation), any other Contracts, relating to the sale,
transfer, voting or ownership of the Shares or otherwise relating
to the Shares, other than that Share Purchase Agreement dated as
of December 1, 2005, by and among GHI, Great Hill Equity Partners
II Limited Partnership and Great Hill Affiliate Partners II
Limited Partnership and the Sellers and the depositary agreement
in respect of the Shares.
3.4 LEGAL PROCEEDINGS; ORDERS
There is no Proceeding pending or, to the knowledge of any
Seller (without having made special inquiry or investigation),
Threatened, that relates to the Shares or that challenges, or that may
have the effect of preventing, delaying, making illegal, or otherwise
interfering with, the performance of any Seller's obligations
hereunder.
3.5 DISCLOSURE
(a) Without having made any special inquiry or investigation, no fact
has come to the attention of any Seller that has caused any
Seller to believe that:
(i) the Company has not filed on a timely basis with the SEC and
each other Governmental Body all Securities Reports;
(ii) as of their respective dates, any Securities Report did not
comply in any material respect with the requirements
(including Governmental Authorizations) of the Exchange Act
and the Securities Act or other Legal Requirements that are
or were applicable to such Securities Report; and
(iii) any Securities Report contained when filed or contains any
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements made therein, in light of the
circumstances under which they were made, not misleading.
3.6 BROKERS OR FINDERS
No Seller nor any officer or agent of any Seller has incurred
any obligation or liability, contingent or otherwise, for brokerage or
finders' fees or agents' commissions or other similar payment in
connection with this Agreement.
3.7 ACKNOWLEDGEMENT REGARDING TRADING ACTIVITY
Except as provided in the Confidentiality Agreement and the
Standstill Agreement, with respect to purchases of the Company's
Ordinary Shares or Global Depositary Shares, anything in this Agreement
or elsewhere herein to the contrary notwithstanding, it is understood
and agreed by each Seller: (i) that neither the Buyers nor any Person
to whom an offer of Shares have been made (each, an "Offeree") have
been asked to agree, nor has any Buyer or Offeree agreed, to desist
from purchasing or selling, long and/or short, securities of the
Company, or "derivative" securities based on securities issued by the
Company or to hold the Shares, securities of the Company, or
"derivative" securities based on securities issued by the Company for
any specified term; (ii) that past or future open market or other
transactions by any Buyer or Offeree, including without limitation,
Short Sales or "derivative" transactions, before or after the closing
of the Transactions, may negatively impact the market price of the
Company's publicly-traded securities; (iii) that any Buyer or Offeree,
and counter parties in "derivative" transactions to which any Buyer or
Offeree is a party, directly or indirectly, presently may have a
"short" position in the Ordinary Shares or the Global Depositary
Shares; and (iv) that no Buyer or Offeree shall be deemed to have any
affiliation with or control over any arm's length counter-party in any
"derivative" transaction.
4. REPRESENTATIONS AND WARRANTIES OF THE BUYERS
Each Buyer represents and warrants to the Sellers as follows:
4.1 ORGANIZATION AND GOOD STANDING
GHI is a limited liability company duly organized, validly
existing, and in good standing under the laws of the State of
Massachusetts. GHEP is a limited partnership duly organized, validly
existing, and in good standing under the laws of the State of Delaware.
Each Buyer has the power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement.
4.2 AUTHORITY; NO CONFLICT
(a) This Agreement constitutes the legal, valid, and binding
obligation of each Buyer, enforceable against each Buyer in
accordance with its terms.
(b) Neither the execution and delivery of this Agreement by any Buyer
nor the performance of its obligations hereunder shall, directly
or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A)
any provision of the Organizational Documents of any Buyer,
or (B) any resolution adopted by the manager, the board of
managers (or other similar governing body), or the members
of any Buyer;
(ii) contravene, conflict with, or result in a violation of any
Legal Requirement or any Order to which any Buyer is
subject;
(iii) contravene, conflict with, or result in a violation of any
of the terms or requirements of, or give any Governmental
Body the right to revoke, withdraw, suspend, cancel,
terminate, or modify, any Governmental Authorization that is
held by any Buyer;
(iv) contravene, conflict with, or result in a violation or
Breach of any provision of, or give any Person the right to
declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel,
terminate, or modify any Applicable Contract of any Buyer.
4.3 INVESTMENT REPRESENTATIONS
(a) Each Buyer is acquiring the Shares solely for its own account,
for investment purposes only, and not with a view to or an intent
to sell, or to offer for resale in connection with any
unregistered distribution of all or any portion of the Shares
within the meaning of the Securities Act or applicable state
securities laws.
(b) Each Buyer is either an "accredited investor" as defined in Rule
501 subparagraphs (1), (2), (3) or (7) of Rule 501(a) promulgated
under the Securities Act or "qualified institutional buyer" as
defined in Rule 144A promulgated under the Securities Act, or
both. Each Buyer is not a registered broker-dealer under Section
15 of the Exchange Act.
(c) Each Buyer represents, warrants and acknowledges that the Shares
are being offered and sold to it in reliance upon an exemption
from the registration requirements of Section 5 of the Securities
Act and similar exemptions from the registration requirements of
state securities laws and that the Sellers are relying upon the
truth and accuracy of, and each Buyer's compliance with, the
representations, warranties, agreements, acknowledgements and
understandings of each Buyer set forth in this Section 4.3 in
order to determine the availability of such exemption and the
eligibility of each Buyer to acquire the Shares.
(d) Each Buyer is not purchasing the Shares as a result of any
advertisement, article, notice or other communication regarding
the Shares published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.
(e) Each Buyer understands that except as otherwise provided in this
Agreement, the Shares have not been and are not being registered
under the Securities Act or any applicable state securities laws
and each Buyer may have to bear the risk of owning the Shares for
an indefinite period of time because the Shares may not be
transferred unless: (i) the resale of the Shares is registered
pursuant to an effective registration statement under the
Securities Act; or (ii) the Shares to be sold or transferred may
be sold or transferred pursuant to Section 4(1) of the Securities
Act or other exemption from such registration.
(f) The office or offices of each Buyer in which its investment
decision was made is located at the address or addresses of each
Buyer set forth in Section 8.4.
4.4 CERTAIN PROCEEDINGS
There is no pending Proceeding that has been commenced against
any Buyer and that challenges, or may have the effect of preventing,
delaying, making illegal, or otherwise interfering with, the
performance of any Buyer's obligations hereunder. To each Buyer's
knowledge, no such Proceeding has been Threatened.
4.5 BROKERS OR FINDERS
No Buyer nor any officer or agent of any Buyer has incurred
any obligation or liability, contingent or otherwise, for brokerage or
finders' fees or agents' commissions or other similar payment in
connection with this Agreement.
5. COVENANTS
5.1 VOTING
(a) For so long as the Buyers and their respective affiliates
collectively own at least 5% of the outstanding Voting Shares:
(i) No Seller shall enter into or exercise its rights under any
voting arrangement, whether by proxy, voting agreement,
voting trust, power-of-attorney or otherwise, with respect
to any Voting Shares that are owned or held of record by
such Seller, or as to which such Seller has voting power or
in respect of which such Seller can direct, restrict or
control any such voting power (the "Remaining Shares") or
take any other action, that would in any way restrict, limit
or interfere with the performance of its obligations
hereunder or the Transactions; provided, that nothing in
this Section 5.1(a)(i) shall restrict the ability of such
Seller to sell or otherwise transfer any Remaining Shares or
any interest therein to a third party that is not an
affiliate of such Seller or the Company or to any affiliate
that agrees in writing to be bound by the terms of this
Agreement;
(ii) If at any time any Buyer notifies any Seller of its desire
and intention to designate a single director on behalf of
all of the Buyers (the "Great Hill Director") in advance of
any meeting of shareholders of the Company called to vote
upon for the election of directors, and at all adjournments
thereof and in all other circumstances upon which a vote,
consent or other approval (including by written consent) is
sought with respect to the election of directors or that is
necessary to elect directors of the Company, such Seller
shall, including by executing a written consent, vote (or
cause to be voted) all of its Remaining Shares held at the
time such consent is sought or meeting is held to elect the
Great Hill Director and to elect such Great Hill Director to
any committee of the board of directors of the Company;
(iii) If at any time any Buyer notifies any Seller of its desire
and intention to remove or replace a Great Hill Director or
to fill a vacancy caused by the resignation of a Great Hill
Director, such Seller shall cooperate in causing the
requested removal and/or replacement by voting in the
appropriate manner in accordance with the terms of this
Section 5.1.
(iv) Each Seller hereby irrevocably grants to, and appoints
Michael A. Kumin, and any other Person who shall hereafter
be designated by the Buyers, as such Seller's proxy and
attorney in its name (with full power of substitution), for
and in the name, place and stead of such Seller, to vote all
of its Remaining Shares held at the time such consent is
sought or meeting is held, or grant a consent or approval in
respect of such Remaining Shares, at any meeting of the
shareholders of the Company or at any adjournment thereof or
in any other circumstances upon which their vote, consent or
other approval is sought to elect a Great Hill Director as
contemplated in Section 5.1(a), but not with respect to any
vote, consent or approval of any other matter that may be
concurrently presented for approval. Each Seller has caused
each proxy and attorney previously given in respect of all
Remaining Shares to be revoked.
(v) Each Seller hereby affirms that the proxy and attorney set
forth in this Section 5.1 is coupled with an interest and is
irrevocable. Each Seller hereby ratifies and confirms all
that such irrevocable proxy and attorney may lawfully do or
cause to be done by virtue hereof. Such irrevocable proxy
and attorney is executed and intended to be irrevocable.
(vi) The covenants, obligations, proxy and attorney under this
Section 5.1(a) shall terminate after a Great Hill Director
(together with any replacements therefore appointed in
accordance with Section 5.1(a)(iii)) has served a single,
full term of office of three years, in accordance with the
Company's articles and memorandum of association, as in
effect on the date hereof.
(b) VOTING OF THE SHARES FOLLOWING CLOSING
(i) In order to secure the interest of the Buyers in the Shares
under this Agreement, with effect from Closing, each Seller
irrevocably appoints Great Hill Partners, LLC to be its
attorney in its name and on its behalf to exercise all or
any of the voting and other rights, powers and privileges
attached to the Shares registered in its name.
(ii) Each Seller undertakes following Closing not to exercise all
or any of the voting and other rights, powers and privileges
attached to the Shares registered in its name.
(c) COOPERATION IN REGULATORY COMPLIANCE
For so long as the covenants in Sections 5.1(a) and 5.1(b) are
in effect, the parties agree to furnish promptly to each other such
information as may be reasonably required for the other to prepare and
file timely, complete and accurate statements on Schedule 13D and any
amendments thereto, in each case, regarding their beneficial ownership
of Ordinary Shares, to the extent required under Section 13 of the
Exchange Act.
5.2 MARKET ABUSE DIRECTIVE COMPLIANCE
To the extent applicable to the transactions contemplated by
this Agreement, each Seller shall, and shall cause its affiliates
(including Scott Shleifer) to, comply with the requirements (including
any notification requirements) of the Market Abuse Directive 2003/6/EC
effective in the European Union at the date of this Agreement and any
statute, regulation, code, statutory provision or subordinate
legislation and any other legislation which (either with or without
modification) enacts, implements or consolidates such directive in any
member state of the European Union and any other directive, regulation,
code or legislation, issued pursuant to the Financial Services Action
Plan of the European Union.
5.3 TAXES
(a) If (i) any Seller has been a U.S. Shareholder within the meaning
of Section 951(b) of the Code at any time during the taxable year
of the Company that includes the Closing, (ii) the Company was,
prior to the Closing, a "controlled foreign corporation" within
the meaning of Section 957 of the Code, at any time during the
taxable year of the Company that includes the Closing, and (iii)
Buyer (or its direct or indirect owners) is required to include
an amount in income for U.S. tax purposes under the "controlled
foreign corporation" provisions of Section 951 et seq. of the
Code with respect to the taxable year of the Company that
includes the Closing, then each Seller that has been such a U.S.
Shareholder during that year shall reimburse Buyer for 5/12th of
the amount equal to the product of (x) 40% and (y) the amount of
such income attributable to that proportion of the Shares
transferred by such Seller pursuant to this Agreement.
(b) The parties agree to cooperate following the Closing to determine
the status of the Company as a "controlled foreign corporation"
within the meaning of Section 957 of the Code during the taxable
year of the Company that includes the Closing within 45 days
after the end of such taxable year. The parties further agree to
furnish to each other upon request such information as may be
reasonably required for the other to determine whether it is a
"U.S. shareholder" within the meaning of Section 951(b) of the
Code, with respect to the Company and whether the Company is a
"controlled foreign corporation" within the meaning of Section
957 of the Code, and the Buyers and Sellers shall use their
commercially reasonable efforts to cause the Company to provide
all such information.
6. CONDITIONS PRECEDENT TO THE BUYERS' OBLIGATION TO CLOSE
Each Buyer's obligation to purchase the Shares and to take the other
actions required to be taken by each Buyer at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by each Buyer, in whole or in part):
6.1 ACCURACY OF REPRESENTATIONS
Each Seller's representations and warranties in this Agreement
(considered collectively), and each of these representations and
warranties (considered individually), were accurate in all material
respects as of the date of this Agreement, and are accurate in all
material respects as of the Closing Date as if made on the Closing
Date; provided, that each representation and warranty that is qualified
as to materiality were accurate in all respects as of the date of this
Agreement, and are accurate in all respects as of the Closing Date as
if made on the Closing Date.
6.2 THE SELLERS' PERFORMANCE
(a) All of the covenants and obligations that each Seller is required
to perform or to comply with pursuant to this Agreement at or
prior to the Closing (considered collectively), and each of these
covenants and obligations (considered individually), have been
duly performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.4(a)
and such other documents as the Buyers may reasonably request for
the purpose of facilitating the consummation or performance of
any of the Transactions have been delivered.
6.3 CONSENTS
All Consents, if any, required in connection with the
consummation of the Transactions have been obtained and are in full
force and effect.
7. CONDITIONS PRECEDENT TO THE SELLERS' OBLIGATION TO CLOSE
Each Seller's obligation to sell the Shares and to take the other
actions required to be taken by such Seller at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by such Seller, in whole or in part):
7.1 ACCURACY OF REPRESENTATIONS
Each Buyer's representations and warranties in this Agreement
(considered collectively), and each of these representations and
warranties (considered individually), was accurate in all material
respects as of the date of this Agreement and is accurate in all
material respects as of the Closing Date as if made on the Closing
Date; provided, that each representation and warranty that is qualified
as to materiality was accurate in all respects as of the date of this
Agreement, and is accurate in all respects as of the Closing Date as if
made on the Closing Date.
7.2 THE BUYERS' PERFORMANCE
All of the covenants and obligations that each Buyer is
required to perform or to comply with pursuant to this Agreement at or
prior to the Closing (considered collectively), and each of these
covenants and obligations (considered individually), have been
performed and complied with in all material respects.
8. GENERAL PROVISIONS
8.1 EXPENSES
Each party to this Agreement shall bear its respective
expenses incurred in connection with the preparation, execution, and
performance of this Agreement and the Transactions, including all fees
and expenses of agents, representatives, counsel, and accountants.
8.2 ACCESS TO INFORMATION
(a) Each party hereby acknowledges that (i) it knows that each other
party may have material, non-public information regarding the
Company and its condition (financial and otherwise), results of
operations, businesses, properties, plans (including plans
regarding potential purchases of the Shares, which may be for
different amounts or types of consideration) and prospects
(collectively, "Information"); (ii) it has been offered access to
the Information, and has reviewed such Information as it deems
appropriate, and that such Information might be material to such
party's decision to sell or purchase, as applicable, the Shares
or otherwise materially adverse to such party's interests.
Accordingly, without limiting any of the representations and
warranties contained in this Agreement, such party acknowledges
and agrees that no other party or any other Person shall have any
obligation to disclose to such party any of such Information.
(b) Each party represents and warrants that it has adequate
information to make an informed decision regarding the sale and
purchase of the Shares and has independently and without reliance
upon any other party made its own analysis and decision to sell
or purchase, as the case may be, the Shares. Each party hereby
waives and releases, to the fullest extent permitted by law, any
and all claims and causes of action it has or may have against
each other party, their respective affiliates (other than the
Company) and controlling persons, and the Representatives of each
of them, directly or indirectly based upon, relating to or
arising out of the Transactions, including any claim or cause of
action based upon, relating to or arising out of nondisclosure of
the Information (other than any claim based upon a breach of any
representation or warranty contained herein).
(c) Each Seller represents that: (i) it is an "accredited investor"
as defined in Rule 501(a) promulgated under the Securities Act;
(ii) that it has not acquired the Shares on behalf, or at the
request, of the Company or any of its affiliates (other than the
Buyers); and (iii) the sale of the Shares by such Seller were
privately negotiated within an independent transaction and not
solicited.
8.3 PUBLIC ANNOUNCEMENTS
Subject to applicable Legal Requirements, any public
announcement or similar publicity with respect to this Agreement or the
Transactions shall be issued, if at all, at such time and in such
manner as the Buyers and the Sellers mutually agree.
8.4 NOTICES
All notices, consents, waivers, and other communications under
this Agreement must be in writing and shall be deemed to have been duly
given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by telecopier (with written confirmation of
receipt), provided that a copy is mailed by registered mail, return
receipt requested, or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt requested),
in each case to the appropriate addresses and telecopier numbers set
forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):
Any Seller:
Tiger Global Management, L.L.C
101 Park Avenue 48th Floor
New York, NY 10178
Attention: Scott Shleifer
Facsimile No.: (212) 557-1701
with a copy (which shall not constitute notice) to:
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
220 West 42nd Street, 20th Floor
New York, New York 10036
Attention: Brian C. Hutchings
Facsimile No.: (877) 881-3734
Any Buyer:
Great Hill Partners, LLC
One Liberty Square
Boston, Massachusetts 02109
Attention: Michael A. Kumin
Facsimile No.: (617) 790-9401
with a copy (which shall not constitute notice) to:
Proskauer Rose LLP
2049 Century Park East, Suite 3200
Los Angeles, California 90067
Attention: Michael A. Woronoff
Facsimile No.: (310) 557-2193
8.5 JURISDICTION; SERVICE OF PROCESS
Subject to Section 8.6, the parties hereto irrevocably submit,
in any legal action or proceeding relating to this Agreement, to the
jurisdiction of the courts of the United States or the State of New
York sitting in the Borough of Manhattan, in The City of New York and
consent that any such action or proceeding may be brought in such
courts and waive any objection that they may now or hereafter have to
the venue of such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient forum. Process in
any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.
8.6 ARBITRATION
Any dispute, claim or controversy arising out of or relating
to this Agreement or the Breach, termination, enforcement,
interpretation or validity thereof, including the determination of the
scope or applicability of this Agreement to arbitrate, shall be
determined by arbitration in New York, New York), before a
mutually-agreed upon arbitrator. The arbitration shall be administered
by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.
The arbitrator shall not have any power to alter, amend, modify or
change any of the terms of this Agreement nor to grant any remedy which
is either prohibited by the terms of this Agreement, or not available
in a court of law. The arbitrator shall issue a written reasoned award
and decision that shall be consistent with and supported by the facts
and the law within 90 days from the date the arbitration proceedings
are initiated. Judgment on the award of the arbitrator may be entered
in any court having jurisdiction thereof. This clause shall not
preclude parties from seeking provisional remedies in aid of
arbitration from a court of appropriate jurisdiction. The costs of the
arbitration, including any administration fee, the arbitrator's fee,
and costs for the use of facilities during the hearings, shall be borne
by the non-prevailing party. Attorneys' fees may be awarded to the
prevailing or most prevailing party at the discretion of the
arbitrator.
8.7 FURTHER ASSURANCES
The parties agree (a) to furnish upon request to each other
such further information, (b) to execute and deliver to each other such
other documents, and (c) to do such other acts and things, all as the
other party may reasonably request for the purpose of carrying out the
intent of this Agreement and the documents referred to in this
Agreement.
8.8 WAIVER
The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by
any party in exercising any right, power, or privilege under this
Agreement or the documents referred to in this Agreement shall operate
as a waiver of such right, power, or privilege, and no single or
partial exercise of any such right, power, or privilege shall preclude
any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law (a) no claim or right arising out of this
Agreement or the documents referred to in this Agreement can be
discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the
other party; (b) no waiver that may be given by a party shall be
applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party shall be deemed to be a waiver
of any obligation of such party or of the right of the party giving
such notice or demand to take further action without notice or demand
as provided in this Agreement or the documents referred to in this
Agreement.
8.9 ENTIRE AGREEMENT AND MODIFICATION
This Agreement supersedes all prior agreements between the
parties with respect to its subject matter and constitutes (along with
the documents referred to in this Agreement) a complete and exclusive
statement of the terms of the agreement between the parties with
respect to its subject matter. This Agreement may not be amended except
by a written agreement executed by the party to be charged with the
amendment.
8.10 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS
None of the parties may assign any of its rights under this
Agreement without the prior consent of the other parties, which shall
not be unreasonably withheld, except that any Buyer may assign any of
its rights under this Agreement to any affiliate of any Buyer. Subject
to the preceding sentence, this Agreement shall apply to, be binding in
all respects upon, and inure to the benefit of the successors and
permitted assigns of the parties. Nothing expressed or referred to in
this Agreement shall be construed to give any Person other than the
parties to this Agreement any legal or equitable right, remedy, or
claim under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions and conditions are
for the sole and exclusive benefit of the parties to this Agreement and
their successors and assigns.
8.11 SEVERABILITY
If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement shall remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part
or degree shall remain in full force and effect to the extent not held
invalid or unenforceable.
8.12 SECTION HEADINGS, CONSTRUCTION
The headings of sections in this Agreement are provided for
convenience only and shall not affect its construction or
interpretation. All references to "Section" or "Sections" refer to the
corresponding section or sections of this Agreement. All words used in
this Agreement shall be construed to be of such gender or number as the
circumstances require. Unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms. Neither this
Agreement nor any uncertainty or ambiguity herein shall be construed or
resolved against any party, whether under any rule of construction or
otherwise. No party to this Agreement shall be considered the
draftsman.
8.13 GOVERNING LAW
This Agreement and any claims related to the subject matter
hereof shall be governed by and construed in accordance with the
internal laws of the State of New York; provided, that the provisions
of Section 5.1 shall be governed by the laws of England and Wales.
8.14 COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original copy of this Agreement
and all of which, when taken together, shall be deemed to constitute
one and the same agreement.
[signature page to follow]
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first written above.
THE BUYERS:
GREAT HILL INVESTORS LLC
------------------------------------
By:
Its: A Manager
GREAT HILL EQUITY PARTNERS III, LP
By: GREAT HILL PARTNERS GP III, LP, its
General Partner
By: GHP III, LLC, its General Partner
------------------------------------
By:
Its: A Manager
THE SELLERS:
TIGER GLOBAL, L.P.
By: TIGER GLOBAL MANAGEMENT, L.L.C.
its investment manager
------------------------------------
By:
Its:
TIGER GLOBAL II, L.P.
By: TIGER GLOBAL MANAGEMENT, L.L.C.
its investment manager
------------------------------------
By:
Its:
TIGER GLOBAL, LTD.
By: TIGER GLOBAL MANAGEMENT, L.L.C.
its investment manager
------------------------------------
By:
Its:
EXHIBIT A
For Great Hill Investors, LLC:
Number of Global Depositary Shares Transferred: 12,359
For Great Hill Equity Partners III, LP:
Number of Global Depositary Shares Transferred: 3,072,641
EXHIBIT B
Ownership of Shares
Tiger Global, L.P. 2,124,331
Tiger Global II, L.P. 46,892
Tiger Global, Ltd 913,777
Total 3,085,000
Exhibit 3
---------
AGREEMENT
---------
The undersigned agree that this Schedule 13D/A dated June 27, 2006 relating
to the Ordinary Shares par value 0.01 pound per share of Spark Networks plc
shall be filed on behalf of the undersigned.
Tiger Global Management, LLC*
By: /s/ Charles P. Coleman III
---------------------------
Name: Charles P. Coleman III
Title: Managing Member
/s/ Charles P. Coleman III *
---------------------------
Charles P. Coleman III
Tiger Global, L.P. *
By: Tiger Global Performance, LLC, its general partner
By: /s/ Charles P. Coleman III
---------------------------
Name: Charles P. Coleman III
Title: Managing Member
Tiger Global II, L.P. *
By: Tiger Global Performance, LLC, its general partner
By: /s/ Charles P. Coleman III
---------------------------
Name: Charles P. Coleman III
Title: Managing Member
Tiger Global, Ltd. *
By: /s/ Charles P. Coleman III
---------------------------
Name: Charles P. Coleman III
Title: Director
----------
* Each of the Reporting Persons specifically disclaims beneficial ownership in
the Ordinary Shares reported herein except to the extent of the Reporting
Person's pecuniary interest therein.
Exhibit 4
---------
TRANSACTIONS IN THE SHARES
--------------------------
Transactions in the Ordinary Shares by Tiger Global, L.P.
Date of Transaction Number of Shares Price per Share
Purchase/(Sold)
03/01/2006 (36,158) $4.52
04/03/2006 (98,833) $5.13
05/01/2006 (20,528) $5.36
06/01/2006 (69,083) $3.76
06/13/2006 (2,124,331) $5.50
Transactions in the Ordinary Shares by Tiger Global II, L.P.
Date of Transaction Number of Shares Price per Share
Purchase/(Sold)
03/01/2006 1,138 $4.52
04/03/2006 (1,774) $5.13
05/01/2006 (754) $5.36
06/01/2006 (3,952) $3.76
06/13/2006 (46,892) $5.50
Transactions in the Ordinary Shares by Tiger Global, Ltd.
Date of Transaction Number of Shares Price per Share
Purchase/(Sold)
03/01/2006 35,020 $4.52
04/03/2006 100,607 $5.13
05/01/2006 21,282 $5.36
06/01/2006 73,035 $3.76
06/13/2006 (913,777) $5.50
SK 03559 0001 679118