Campingcar Besinov SWITZERLAND AND THE CRIMES

Campingcar Besinov SWITZERLAND AND THE CRIMES

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 LOSHCHININ AND HIS CONNECTIONS

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PostSubject: LOSHCHININ AND HIS CONNECTIONS   Tue Nov 28, 2017 10:05 pm

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS







A. Major Shareholders







The following table sets forth information regarding the beneficial ownership of our outstanding ordinary shares as of June 30, 2014 by:



each person or entity that, to our knowledge, beneficially owns 5% or more of our ordinary shares;

each of our directors and executive officers individually; and

all of our directors and executive officers as a group.












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The beneficial ownership of ordinary shares is determined in accordance with the rules of the Securities and Exchange Commission and generally includes any ordinary shares over which a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership For purposes of the table below, we deem shares subject to options or warrants that are currently exercisable or exercisable within 60 days of June 30, 2014, to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially owned is based on the 32,851,345ordinary shares outstanding as of June 30, 2014, comprising 9,092,750 Class A shares and 23,758,595 Class B shares. All of our shareholders, including the shareholders listed below, have the same voting rights attached to the respective class of their ordinary shares. Our Class A ordinary shares have one vote per share. Our class B ordinary shares have ten votes per share. See "ITEM 10. Additional InformationMemorandum and Articles of AssociationVoting rights." Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares, except to the extent authority is shared by spouses under community property laws. We have set forth below information regarding any significant change in the percentage ownership of our shares by any of our major shareholders during the past three years. Unless otherwise noted below, each shareholder's address is c/o Luxoft Holding, Inc, Akara Bldg., 24 De Castro Street, Wickhams Cay 1, PO Box 3136, Road Town, Tortola, BVI.









For a description of any material relationship that our principal shareholders have had with us or any of our predecessors or affiliates during the periods under review, see "ITEM 7. Major Shareholders and Related Party Transactions."







 





                 


 
Shares Beneficially Owned
 


 
Class A
 
Class B
 

 


 
% of Total
Voting Power
 

Name of Beneficial Owner
 
Shares
 
%
 
Shares(7)
 
%
 

Principal Shareholders:
                

IBS Group Holding Limited(1)
  
239,838
  
2.6

%
 
22,540,155
  
94.9
  
91.5

%

Luxoft SOP S.A.(2)
  
239,838
  
2.6
  
  
*
  
*
 

Lord, Abbett & Co. LLC(3)
  
693,796
  
7.6
  
  
*
  
 

FMR LLC(4)
  
835,806
  
9.2
  
  
*
  
 

Morgan Stanley(5)
  
509,683
  
5.6
  
  
*
  
 

BlackRock, Inc.(6)
  
485,172
  
5.3
  
  
*
  
 

Executive Officers, Directors and Director Nominees
                

Anatoly Karachinskiy(1)
  
239,838
  
2.6
  
22,540,155
  
94.9
  
91.5
 

Przemyslaw Berend
  
4,737
  
*
  
     
*
 

Marc Kasher
  
  
  
  
  
 

Vladimir Morozov
  
  
  
  
  
 

Sergey Matsotsky
  
  
  
  
  
 

Mikhail Friedland
  
268,688
  
3.0
  
     
*
 

Glen Granovsky
  
6,312
  
*
  
     
*
 

Vadim Iasenik
  
18,516
  
*
  
     
*
 

Dmitry Loshchinin
  
170,207
  
1.9
  
1,218,440
  
5.1
  
5.0
 

Roman Trachtenberg
  
12,952
  
*
  
  
0.0
  
*
 

Roman Yakushkin
  
2,008
  
*
  
  
0.0
  
*
 

Thomas Pickering
  
  
  
  
  
 

Esther Dyson
                
            






























All executive officers and directors as a group (13 persons)
  
723,258
  
8.0
  
23,758,595
  
100.0
  
96.6
 














* Represents beneficial ownership of less than 1% of our outstanding ordinary shares.







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(1) Based on information provided to the registrant by the reporting person. Includes 22,540,155 Class B ordinary shares held by IBS Group Holding Limited and 247,286 Class A ordinary shares held directly by Luxoft SOP Company S.A., which is an indirect wholly owned subsidiary of IBS Group Holding Limited, on behalf of participants in our equity plans. See "ITEM 6. Directors, Senior Management and EmployeesBoard PracticesBoard Committees Stock option plan ." Our ordinary shares are issued to Luxoft SOP Company S.A. in connection with the vesting of options, and Luxoft SOP Company S.A. then transfers such shares to participants in accordance with the option agreements. The Compensation Committee of our Board of Directors has voting power over such shares in connection with its responsibilities of administering the equity plans. Mr. Anatoly Karachinskiy, the President and Chairman of the Advisory Board of IBS Group Holding Limited, owns 100% of BXA Investments Ltd., which owns 8,346,000 shares, or 37.7%, of IBS Group Holding Limited. Mr. Karachinskiy also owns 1,242,084 global depositary receipts each representing one share of IBS Group Holding Limited, or approximately 5.6% of IBS Group Holding Limited, deposited at The Bank of New York Mellon. Croyton Limited, which holds 4,472,078 shares, or 20.2%, of IBS Group Holding Limited, is the trustee for the IBS Group founders trust. Beneficiaries of this trust are, among others, Mr. Karachinskiy and Mr. Sergey Matsotsky. Mr. Karachinskiy may be deemed to have voting and investment power with respect to the shares IBS Group Holding Limited beneficially owns and, therefore, may be deemed to have beneficial ownership of such shares. The address for IBS Group is Kissack Court, 29 Parliament Street, IMS 1JA, Ramsey, Isle of Man.

(2) Based on information provided to the registrant by reporting person, Includes 247,286 Class A ordinary shares held directly by Luxoft SOP Company S.A., which is an indirect wholly owned subsidiary of IBS Group. See "ITEM 6. Directors, Senior Management and EmployeesBoard PracticesBoard CommitteesStock option plan."

(3) Based on a Schedule 13G filed on February 14, 2014, as amended by Amendment No. 1 to Schedule 13G filed on July 10, 2014. Lord, Abbett & Co. LLC has sole voting power over 681,894 Class A ordinary shares and sole dispositive power over 693,796 Class A ordinary shares. The address of Lord, Abbett & Co. LLC is 90 Hudson Street, Jersey City, NJ 07302.

(4) Based on a Schedule 13G/A filed on June 10, 2014. FMR LLC has sole voting power over 11,800 Class A ordinary shares and sole dispositive power over 835,806 Class A ordinary shares The address of FMR LLC is 245 Summer Street, Boston, MA 02210.

(5) Based on a Schedule 13G filed on February 11, 2014. The address of Morgan Stanley entities is 1585 Broadway, New York NY 10036 and the address of Morgan Stanley Investment Management Inc. is 522 Fifth Avenue, New York, NY 10036.

(6) Based on a Schedule 13G filed on January 31, 2014. The address of BlackRock, Inc. is 40 East 52
nd Street, New York NY 10022.

(7) The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, including dividend and liquidation rights, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share is entitled to 10 votes per share and is convertible at any time at the option of the holder into one Class A ordinary share.
















B. Related Party Transactions







Relationship with IBS Group







Our principal shareholder is IBS Group. IBS Group's global depositary receipts are listed on the Frankfurt Stock Exchange. IBS Group's business consists of two primary segments: IT services and software development. We comprise IBS Group's entire software development segment. As described in more detail below, historically, IBS Group's business segments have been operated on a substantially independent basis, with the exception of certain financing arrangements and limited service agreements, equipment purchases and leasing arrangements. We continue to provide to and purchase from







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IBS Group certain services on a limited basis in the ordinary course of our business on terms similar to those in arm's-length transactions, but will not continue to obtain financing from IBS Group. As of June 30, 1014, IBS Group beneficially owns 69.3% of our outstanding ordinary shares and 91.47% of our voting power.















Provision of services











We have previously entered into, and continue to enter into a number of agreements with IBS Group affiliates for the provision to IBS Group affiliates of software development services, recruitment services, consulting services and services related to staffing and creating dedicated delivery centers. The majority of these agreements are framework agreements entered into for an indefinite term or for a term ranging from one to three years. Our framework recruitment services agreements are for a term of one year and are subject to automatic renewal unless either party terminates the agreement in advance. Our framework services agreements are on a mutually non-exclusive basis and contain neither minimum purchase requirements nor service commitments. The services agreements contain customary limitations on liability and indemnification provisions, and are subject to customary termination provisions. Each project under these framework agreements is governed by an individual statement of work. In the aggregate, our sales of services to IBS Group affiliates amounted to $4.9 million, $8.0 million and $4.3 million for the years ended March 31, 2012, 2013 and 2014. We will continue providing services to IBS Group affiliates on a regular basis in the ordinary course of our business.















Purchase of services











We have previously entered into, and continue to enter into a number of written agreements and several arrangements with IBS Group affiliates for the purchase of IT and telecom services, management services, marketing services and consulting services from the affiliates of IBS Group. The agreements are for an initial term of one year subject to automatic renewal upon the expiration of each subsequent year unless either party terminates the agreements. The agreements also contain customary termination provisions, are on a mutually non-exclusive basis and contain neither minimum purchase requirements nor service commitments. The agreements contain customary limitations on liability and indemnification provisions. In the aggregate, our purchases of services from IBS Group affiliates, excluding lease of premises described separately, amounted to $0.5 million for the year ended March 31, 2014. We will continue purchasing IT and telecom and other services from IBS Group affiliates on a regular basis in the ordinary course of our business.















Purchase of equipment











We have previously entered into, and continue to enter into several agreements for the purchase of software, computers and related components and other equipment from IBS Group affiliates. The purchases were not on an installment basis, and we did not enter into any financing arrangements in connection with these purchases. The purchases were on an "as-is" basis.







During the year ended March 31, 2014, our total expenses in connection with the purchase of software, computers, related components and other equipment, excluding software licenses, amounted to $1.5 million. We expect to continue purchasing equipment from IBS Group affiliates in the ordinary course of business.















Financing arrangements











On October 4, 2012, Luxoft International, as lender, entered into an unsecured EUR 0.7 million term loan agreement with IBS International, an IBS Group affiliate, as borrower, for working capital purposes. The loan was due on October 4, 2013 and bore interest at a rate of 6.5% per annum, and has been fully repaid.







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Acquisition agreements























In connection with the procurement of financing for, and bank guarantees related to, our acquisition of Luxoft Professional Romania S.R.L. (formerly ITC Networks S.R.L.), we entered into a loan agreement with IBS Group $10.4 million in July 2010. The terms of this agreements mirror the terms of three loan and bank guarantee agreements between IBS Group and ZAO UniCredit Bank. IBS Group's loans from ZAO UniCredit Bank under this loan agreements were secured by a pledge equal to 25% of our outstanding ordinary shares plus one additional ordinary share and the loans were secured by our guarantee. The agreement, entered into on July 22, 2010, bore interest at a rate of one month LIBOR plus 5% per annum and matured on July 21, 2013. As of March 31, 2014, these loans have been fully repaid and our shares were released from the pledge.



















Guarantees and suretyships











During the year ended March 31, 2014, IBS Group and its affiliates entered into several agreements to unconditionally and irrevocably guarantee performance of our obligations under certain loan agreements and agreement for providing line for documentary operations with third-party lenders. The guarantees were limited by the maximum amount of the guaranteed obligations which include the principal amounts of the loans or letters of credit ranging from $1.0 million to $18.0 million, interest rate, default, penalty and other payments. The guarantees and suretyships entered into with IBS Group and its affiliates are irrevocable and IBS Group and its affiliates may not assign their respective rights and obligations to third parties. The guarantees and suretyships expire upon the full payment by us of the amounts underlying such guarantees and suretyships, or otherwise upon the expiration of the perpetuity period specified in such agreements. The list of guarantees effective as of March 31, 2014 is set forth below.







Deed of guarantee by IBS Group to Deutsche Bank Ltd., dated April 21, 2011.

Guarantee by IBS Group to ZAO UniCredit Bank dated April 25, 2013.












Between April 2013 and March 31, 2014, we, as surety, entered into a number of suretyship agreements to secure performance by IBS Group affiliates of their respective obligations under certain loan agreements and agreements of providing line for documentary operations with third-party lenders. The suretyships were limited by the maximum amount of the secured obligations which included the principal amounts of the loans or letters of credit ranging from $0.8 million to $12.5 million, interest rate, default, penalty and other payments. The list of terminated agreements terminated as of March 31, 2014 included suretyship agreements concluded in favor of ZAO UniCredit Bank, OAO MDM Bank and OAO Rosbank.







The following agreements were still in effect as of March 31, 2014



Suretyship agreement between ZAO UniCredit Bank and Luxoft Professional, dated December 10, 2012. This agreement terminates on December 10, 2017.

Suretyship agreement between ZAO UniCredit Bank and Luxoft Professional, dated March 12, 2013. This agreement terminates on March 12, 2018.

Suretyship agreement between ZAO UniCredit Bank and Luxoft Professional, dated June 7, 2013. This agreement terminates on June 7, 2018.

Suretyship agreement between ZAO UniCredit Bank and Luxoft Professional, dated June 7, 2013. This agreement terminates on June 7, 2018.

Suretyship agreement between ZAO UniCredit Bank and Luxoft Professional, dated July 15, 2013. This agreement terminates on July 15, 2018.












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Suretyship agreement between ZAO UniCredit Bank and Luxoft Professional, dated July 18, 2013. This agreement terminates on July 18, 2018.



















Sublicensing and licensing agreements











In April 2012, we entered into a sub-licensing agreement with an IBS Group affiliate. Under this sub-licensing agreement the IBS Group affiliate undertook to grant to us a non-exclusive right to use certain licensed Microsoft software for an aggregate fee of $1.4 million payable in three portions. The rights are granted in three stages upon payment of the relevant portion of the fee to IBS Group affiliate. The agreement is valid 36 months after the signing. During the period from April 01, 2013 to March 31, 2014, the aggregate fee charged to us under this agreement amounted to $0.5 million.











Other related party transactions







Between June 9, 2008 and March 31, 2014, we entered into agreements with ZAO VTB 24, VTB Capital plc, OAO VTB Bank and ZAO VTB Capital, all of whom are affiliates of our shareholder, Rus Lux Limited, for the provision of software development, installation, testing, adaptation, support and integration services, as well as modification and maintenance services. For the year ended March 31, 2014, our revenues from our agreements with affiliates of Rus Lux Limited totaled $0.2 million. Rus Lux Limited has sold all of its shares in our company in November 2013 and revenue earned for the period between November 27, 2013 and March 31, 2014 was not treated as transactions with related party.











Registration Rights Agreement







On June 10, 2013, we entered into a registration rights agreement with IBS Group. Pursuant to a registration rights agreement, IBS Group has the right to request that we file a registration statement registering its shares, provided that the value of the shares to be registered is not less than $5.0 million, net of any underwriting discount or commission and provided further that we are not required to such registration statement before the later of 180 days of the pricing of our initial public offering, or the expiration of IBS Group's lock-up agreement. IBS Group may also request that we file a registration statement on a Form F-3 or S-3, if we are eligible to use such form. The agreement requires a six-month waiting period between demand registrations.







IBS Group has piggyback registration rights, which provide it with the right to register its shares in the event of an offering of securities by us. The piggyback registration rights are subject to certain restrictions and limitations, including the right of the managing underwriters to limit the number of shares included in such registration if it would interfere with the successful marketing of the shares.







The registration rights agreement contains customary indemnification and contribution provisions. Registration rights under the registration rights agreement terminate when no registrable securities are outstanding.
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