Washington, D.C. 20549
(Amendment No. 3)*
LINKTONE LTD.
Jl. Kebon Sirih No. 17-19
(Name, address and telephone number of person authorized to receive notices and communications)
Andrew D. Hutton
INTRODUCTORY NOTE
This Amendment No. 3 to the Schedule 13D amends the Initial Statement on Schedule 13D of the reporting persons named therein (the “Prior Reporting Persons”), dated April 3, 2008, as amended by Amendment No. 1 dated May 6, 2010, and as further amended by Amendment No. 2 dated December 12, 2011, in each case as filed with the United States Securities and Exchange Commission (the Initial Statement, as amended by Amendment No.1 and as further amended by Amendment No. 2, the “Schedule 13D”). This Amendment No. 3 to the Schedule 13D is being filed by the Prior Reporting Persons and Global Mediacom International Ltd. (collectively, the “Reporting Persons”) in connection with (a) the sale of 245,000,000 Ordinary Shares in Linktone Ltd. (the “Issuer”) by MNC International Ltd. to Global Mediacom International Ltd. (the “Acquisition”), representing 59.9% of the outstanding Ordinary Shares of the Issuer at the time of such sale, pursuant to a Sale and Purchase of Shares Agreement between MNC International Ltd. and Global Mediacom International Ltd. dated June 29, 2012 (the “Purchase Agreement”), and (b) the Ordinary Shares buy-back program conducted by the Issuer on an ongoing basis (the “Share Buy-Back Program”), which has caused each of PT Bhakti Investama Tbk’s, PT Global Mediacom Tbk’s and Global Mediacom International Ltd.’s (collectively, the “Beneficial Owners”) percentage ownership of the Issuer to increase in each case by 0.7% from the date of the Acquisition, for a total of 60.6%, in each case as of the date of filing this Amendment No. 3 to the Schedule 13D.
Except as set forth below, no amendment is being made hereby to the Schedule 13D.
ITEM 2: | IDENTITY AND BACKGROUND |
The principal office of each of MNC International Ltd., MNC International Middle East Limited, PT Media Nusantara Citra Tbk, PT Global Mediacom Tbk and PT Bhakti Investama Tbk is located at MNC Tower, Jl. Kebon Sirih No. 17-19, Jakarta 10340, Indonesia. The principal office of Global Mediacom International Ltd. is located at P.O. Box 182398, Dubai, United Arab Emirates.
Schedule I attached hereto, which is incorporated herein by reference and sets forth the name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of each Reporting Person, is amended and restated as set forth in Schedule I attached hereto.
ITEM 3: | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
In accordance with the terms of the Purchase Agreement, on June 29, 2012, Global Mediacom International Ltd. acquired 245,000,000 Ordinary Shares of the Issuer from MNC International Ltd. through a privately negotiated transaction for total consideration of US$74,000,000. The funds for the acquisition of the Ordinary Shares of the Issuer were derived from Global Mediacom International Ltd.’s working capital.
No amount of funds were paid by any of the Beneficial Owners in connection with the Share Buy-Back Program.
ITEM 4: | PURPOSE OF TRANSACTION |
As described in Item 3 above, which is incorporated into this Item 4 by reference, in accordance with the Purchase Agreement, Global Mediacom International Ltd. acquired control of the Issuer through the acquisition of approximately 59.9% of the Issuer’s total outstanding Ordinary Shares as of the date of the Purchase Agreement, which percentage has now increased to 60.6% as a result of the Share Buy-Back Program. Global Mediacom International Ltd. acquired, and the other Beneficial Owners continue to hold, the Ordinary Shares for investment purposes only, and such purchase by Global Mediacom International Ltd. has been made in the ordinary course of its business. The Beneficial Owners expect to review their investment in the Issuer on a continuous basis and may, depending on the market and other conditions: (i) purchase additional Ordinary Shares of the Issuer in the open market, in privately negotiated transactions or otherwise, and (ii) sell all or a portion of the Ordinary Shares of the Issuer now beneficially owned or hereafter acquired by them. In addition to acquiring a controlling interest in the Issuer, Global Mediacom International Ltd has the ability to designate nominees for election to the Issuer’s board of directors, which nominees, if elected, constitute a majority of the Issuer’s board of directors.
ITEM 5: | INTEREST IN SECURITIES OF THE ISSUER |
Items 5(a) and 5(b). Global Mediacom International Ltd. is the direct beneficial owner of an aggregate of 245,000,000 Ordinary Shares of the Issuer. This aggregate amount represents approximately 60.6% of the outstanding Ordinary Shares of the Issuer. Because Global Mediacom International Ltd. is a wholly-owned subsidiary of PT Global Mediacom Tbk and PT Global Mediacom Tbk is a majority-owned subsidiary of PT Bhakti Investama Tbk, PT Global Mediacom Tbk and PT Bhakti Investama Tbk may be deemed to beneficially own 245,000,000 Ordinary Shares of the Issuer. As a result of the Acquisition, each of MNC International Ltd., MNC International Middle East Limited and PT Media Nusantara Citra Tbk no longer owns any of the Ordinary Shares of the Issuer.
Item 5(c). Other than as described above under the Introductory Note, none of the Reporting Persons has effected any transaction in the Ordinary Shares of the Issuer during past 60 days. The sole purpose of this Amendment No. 3 to the Schedule 13D is to reflect the Beneficial Owners increased percentage ownership of the Issuer as a result of the Acquisition and the Share Buy-Back Program.
Item 5(d). Not applicable.
Item 5(e). Each of MNC International Ltd., MNC International Middle East Limited and PT Media Nusantara Citra Tbk ceased to be a beneficial owner of any of Ordinary Shares of the Issuer on June 29, 2012.
ITEM 6: | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES FO THE ISSUER |
1. | Pursuant to the Purchase Agreement, Global Mediacom International Ltd. acquired 245,000,000 Ordinary Shares of the Issuer from MNC International Ltd. through a privately negotiated transaction for total consideration of US$74,000,000. |
2. | Pursuant to a Waiver Letter between MNC International Ltd. and Global Mediacom International Ltd. dated July 31, 2012 (the “Waiver Letter”), MNC International Ltd. requested and obtained a waiver from Global Mediacom International Ltd. in respect of its obligation under the Purchase Agreement to transfer the 245,000,000 Ordinary Shares to Global Mediacom International Ltd. on the Closing Date (as defined in the Purchase Agreement) provided that MNC International Ltd. agreed to transfer the 245,000,000 Ordinary Shares to Global Mediacom International Ltd. immediately upon demand by Global Mediacom International Ltd. |
ITEM 7: | MATERIAL TO BE FILED AS EXHIBITS |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: April 17, 2013 | |
| | |
| MNC International Ltd. | |
| | | |
| By: | /s/ Oriento Guyandi | |
| Name: | Oriento Guyandi | |
| Title: | Director | |
| MNC International Middle East Limited | |
| | | |
| By: | /s/ Oriento Guyandi | |
| Name: | Oriento Guyandi | |
| Title: | Director | |
| PT Media Nusantara Citra Tbk | |
| | | |
| By: | /s/ Oriento Guyandi | |
| Name: | Oriento Guyandi | |
| Title: | Director | |
| By: | /s/ Agus Mulyanto | |
| Name: | Agus Mulyanto | |
| Title: | Director | |
| PT Global Mediacom Tbk | |
| | | |
| By: | /s/ M. Budi Rustanto | |
| Name: | M. Budi Rustanto | |
| Title: | Director | |
| By: | /s/ David Fernando Audy | |
| Name: | David Fernando Audy | |
| Title: | Director | |
| PT Bhakti Investama Tbk | |
| | | |
| By: | /s/ Darma Putra Wati | |
| Name: | Darma Putra Wati | |
| Title: | Director | |
| By: | /s/ Wandhy Wira Riady | |
| Name: | Wandhy Wira Riady | |
| Title: | Director | |
| Global Mediacom International Ltd. | |
| | | |
| By: | /s/ Hary Tanoesoedibjo | |
| Name: | Hary Tanoesoedibjo | |
| Title: | Director | |
SCHEDULE I
COMMISSIONERS AND DIRECTORS
OF THE REPORTING PERSONS
The names of the Commissioners of each of PT Media Nusantara Citra Tbk, PT Global Mediacom Tbk and PT Bhakti Investama Tbk and the names of the Directors of each of MNC International Ltd., MNC International Middle East Limited, PT Media Nusantara Citra Tbk, PT Global Mediacom Tbk, PT Bhakti Investama Tbk and Global Mediacom International Ltd., their present principal occupations or employment and citizenship are set forth below. The business address of the Commissioners of each of PT Media Nusantara Citra Tbk, PT Global Mediacom Tbk and PT Bhakti Investama Tbk and of the Directors of each of MNC International Ltd., MNC International Middle East Limited, PT Media Nusantara Citra Tbk, PT Global Mediacom Tbk and PT Bhakti Investama Tbk is c/o PT Media Nusantara Citra Tbk, MNC Tower, Jl. Kebon Sirih No. 17-19, Jakarta 10340, Indonesia and the business address of the Directors of Global Mediacom International Ltd. is c/o PT Global Mediacom Tbk, MNC Tower, Jl. Kebon Sirih No. 17-19, Jakarta 10340.
MNC International Ltd.
| | | | |
Hary Tanoesoedibjo | | Indonesia | | Director |
Oriento Guyandi | | Indonesia | | Director |
Jiohan Sebastian | | Indonesia | | Director |
Hary Tanoesoedibjo. Mr. Tanoesoedibjo is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd. and President Director of PT Media Nusantara Citra Tbk. Mr. Tanoesoedibjo is also Group Chairman of the controlling shareholder of PT Global Mediacom Tbk and PT Bhakti Investama Tbk. In addition, he currently holds positions in several companies, including President Director of PT Global Mediacom Tbk, President Director of PT Bhakti Investama Tbk, President Director of PT Rajawali Citra Televisi Indonesia, and President Commissioner of PT MNC Sky Vision Tbk. Mr. Tanoesoedibjo is Chairman of the board of directors and CEO of the Issuer.
Oriento Guyandi. Mr. Guyandi is Director of MNC International Middle East Limited, MNC International Ltd., PT Media Nusantara Citra Tbk., PT Global Mediacom Tbk and Global Mediacom International Ltd.
Jiohan Sebastian. Mr. Sebastian is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd.
MNC International Middle East Limited
| | | | |
Hary Tanoesoedibjo | | Indonesia | | Director |
Oriento Guyandi | | Indonesia | | Director |
Jiohan Sebastian | | Indonesia | | Director |
Hary Tanoesoedibjo. Mr. Tanoesoedibjo is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd. and President Director of PT Media Nusantara Citra Tbk. Mr. Tanoesoedibjo is also Group Chairman of the controlling shareholder of PT Global Mediacom Tbk and PT Bhakti Investama Tbk. In addition, he currently holds positions in several companies, including President Director of PT Global Mediacom Tbk, President Director of PT Bhakti Investama Tbk, President Director of PT Rajawali Citra Televisi Indonesia, and President Commissioner of PT MNC Sky Vision Tbk. Mr. Tanoesoedibjo is Chairman of the board of directors and CEO of the Issuer.
Oriento Guyandi. Mr. Guyandi is Director of MNC International Middle East Limited, MNC International Ltd., PT Media Nusantara Citra Tbk., PT Global Mediacom Tbk and Global Mediacom International Ltd.
Jiohan Sebastian. Mr. Sebastian is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd.
PT Media Nusantara Citra Tbk
| | | | |
Rosano Barack | | Indonesia | | President Commissioner |
Bambang Rudijanto Tanoesoedibjo | | Indonesia | | Commissioner |
Adam Chesnoff | | U.S.A. | | Commissioner |
Drs. Sutanto | | Indonesia | | Independent Commissioner |
Irman Gusman | | Indonesia | | Independent Commissioner |
Hary Tanoesoedibjo | | Indonesia | | President Director |
Agus Mulyanto | | Indonesia | | Director |
Oriento Guyandi | | Indonesia | | Director |
Nana Puspa Dewi | | Indonesia | | Director |
Board of Commissioners
Rosano Barack. Mr. Barack is President Commissioner of PT Media Nusantara Citra Tbk and PT Global Mediacom Tbk. In addition, Mr. Barack also serves as Director or Commissioner of several companies, including President Director of PT Plaza Indonesia Realty Tbk.
Bambang Rudijanto Tanoesoedibjo. Mr. Tanoesoedibjo is Commissioner of PT Media Nusantara Citra Tbk. In addition, Mr. Tanoesoedibjo is Vice President Commissioner of PT Global Mediacom Tbk and Commissioner of PT Bhakti Investama Tbk. Mr. Tanoesoedibjo is also Commissioner of PT Rajawali Citra Televisi Indonesia and President Director of PT MNC Sky Vision Tbk.
Adam Chesnoff. Mr. Chesnoff is Commissioner of PT Media Nusantara Citra Tbk.
Drs. Sutanto. Mr. Sutanto is Independent Commissioner of PT Media Nusantara Citra Tbk.
Irman Gusman. Mr. Gusman is Independent Commissioner of PT Media Nusantara Citra Tbk. Mr. Gusman currently serves as the Deputy of Regional Representatives in the Indonesian People’s Representative Assembly.
Board of Directors
Hary Tanoesoedibjo. Mr. Tanoesoedibjo is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd. and President Director of PT Media Nusantara Citra Tbk. Mr. Tanoesoedibjo is also Group Chairman of the controlling shareholder of PT Global Mediacom Tbk and PT Bhakti Investama Tbk. In addition, he currently holds positions in several companies, including President Director of PT Global Mediacom Tbk, President Director of PT Bhakti Investama Tbk, President Director of PT Rajawali Citra Televisi Indonesia, and President Commissioner of PT MNC Sky Vision Tbk. Mr. Tanoesoedibjo is Chairman of the board of directors and CEO of the Issuer.
Agus Mulyanto. Mr. Mulyanto is Director of PT Media Nusantara Citra Tbk. In addition, Mr. Mulyanto is Commissioner of PT. Cipta Televisi Pendidikan Indonesia.
Oriento Guyandi. Mr. Guyandi is Director of MNC International Middle East Limited, MNC International Ltd., PT Media Nusantara Citra Tbk., PT Global Mediacom Tbk and Global Mediacom International Ltd.
Nana Puspa Dewi. Mrs. Dewi is Director of PT Media Nusantara Citra Tbk. In addition, Mrs. Dewi is Director of PT Cipta Televisi Pendidikan Indonesia.
PT Global Mediacom Tbk
| | | | |
Rosano Barack | | Indonesia | | President Commissioner |
Bambang Rudijanto Tanoesoedibjo | | Indonesia | | Vice President Commissioner |
Chang Long Jong | | Singapore | | Commissioner |
Mohamed Idwan Ganie | | Indonesia | | Independent Commissioner |
Kardinal A. Karim | | Indonesia | | Independent Commissioner |
Hary Tanoesoedibjo | | Indonesia | | President Director |
M. Budi Rustanto | | Indonesia | | Director |
Indra Pudjiastuti Prastomiyono | | Indonesia | | Director |
Handhianto S. Kentjono | | Indonesia | | Director |
Oriento Guyandi | | Indonesia | | Director |
David Fernando Audy | | Indonesia | | Director |
Board of Commissioners
Rosano Barack. Mr. Barack is President Commissioner of PT Global Mediacom Tbk and PT Media Nusantara Citra Tbk. In addition, Mr. Barack also serves as Director or Commissioner of several companies, including President Director of PT Plaza Indonesia Realty Tbk.
Bambang Rudijanto Tanoesoedibjo. Mr. Tanoesoedibjo is Vice President Commissioner of PT Global Mediacom Tbk. In addition, Mr. Tanoesoedibjo is Commissioner of PT Media Nusantara Citra Tbk and Commissioner of PT Bhakti Investama Tbk. Mr. Tanoesoedibjo is also Commissioner of PT Rajawali Citra Televisi Indonesia and President Director of PT MNC Sky Vision Tbk.
Chang Long Jong. Mr. Jong is Commissioner of PT Global Mediacom Tbk.
Mohamed Idwan Ganie. Mr. Ganie is Independent Commissioner of PT Global Mediacom Tbk. Mr. Ganie also serves as the Chairman of the Association of Legal Consultant for Business Competition and as a member for the panel in Singapore International Arbitration Center (SIAC) and a Fellow in Singapore Institute of Arbitration (SIARB).
Kardinal A. Karim. Mr. Karim is Independent Commissioner of PT Global Mediacom Tbk.
Board of Directors
Hary Tanoesoedibjo. Mr. Tanoesoedibjo is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd. and President Director of PT Media Nusantara Citra Tbk. Mr. Tanoesoedibjo is also Group Chairman of the controlling shareholder of PT Global Mediacom Tbk and PT Bhakti Investama Tbk. In addition, he currently holds positions in several companies, including President Director of PT Global Mediacom Tbk, President Director of PT Bhakti Investama Tbk, President Director of PT Rajawali Citra Televisi Indonesia, and President Commissioner of PT MNC Sky Vision Tbk. Mr. Tanoesoedibjo is Chairman of the board of directors and CEO of the Issuer.
M. Budi Rustanto. Mr. Rustanto is Director of PT Global Mediacom Tbk. In addition, Mr. Rustanto is President Commissioner of PT Global Land Development Tbk.
Indra Pudjiastuti Prastomiyono. Mrs. Pudjiastuti Prastomiyono is Director of PT Global Mediacom Tbk.
Handhianto S. Kentjono. Mr. Kentjono is Director of PT Global Mediacom Tbk. In addition, Mr. Kentjono is Vice President Director of PT MNC Sky Vision Tbk.
Oriento Guyandi. Mr. Guyandi is Director of MNC International Middle East Limited, MNC International Ltd., PT Media Nusantara Citra Tbk., PT Global Mediacom Tbk and Global Mediacom International Ltd.
David Fernando Audy. Mr. Audy is Director of PT Global Mediacom Tbk and Director of the Issuer.
PT Bhakti Investama Tbk
| | | | |
Ratna Endang Soelistiowati | | Indonesia | | President Commissioner |
Bambang Rudijanto Tanoesoedibjo | | Indonesia | | Commissioner |
Liliana Tanaja | | Indonesia | | Commissioner |
Posma Lumban Tobing | | Indonesia | | Independent Commissioner |
Antonius Z. Tonbeng | | Indonesia | | Independent Commissioner |
Hary Tanoesoedibjo | | Indonesia | | President Director and Group Chairman |
Hary Djaja | | Indonesia | | Director |
Darma Putra Wati | | Indonesia | | Director |
Wandhy Wira Riady | | Indonesia | | Non-affiliated Director |
Board of Commissioners
Ratna Endang Soelistiowati. Mrs. Soelistiowati is President Commissioner of PT Bhakti Investama Tbk.
Bambang Rudijanto Tanoesoedibjo. Mr. Tanoesoedibjo is Commissioner of PT Bhakti Investama Tbk. In addition, Mr. Tanoesoedibjo is Vice President Commissioner of PT Global Mediacom Tbk and Commissioner of PT Media Nusantara Citra Tbk. Mr. Tanoesoedibjo is also Commissioner of PT Rajawali Citra Televisi Indonesia and President Director of PT MNC Sky Vision Tbk.
Liliana Tanaja. Mrs. Tanaja is Commissioner of PT Bhakti Investama Tbk.
Posma Lumban Tobing. Mr. Tobing is Independent Commissioner of PT Bhakti Investama Tbk.
Antonius Z. Tonbeng. Mr. Tonbeng is Independent Commissioner of PT Bhakti Investama Tbk.
Board of Directors
Hary Tanoesoedibjo, Mr. Tanoesoedibjo is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd. and President Director of PT Media Nusantara Citra Tbk. Mr. Tanoesoedibjo is also Group Chairman of the controlling shareholder of PT Global Mediacom Tbk and PT Bhakti Investama Tbk. In addition, he currently holds positions in several companies, including President Director of PT Global Mediacom Tbk, President Director of PT Bhakti Investama Tbk, President Director of PT Rajawali Citra Televisi Indonesia, and President Commissioner of PT MNC Sky Vision Tbk. Mr. Tanoesoedibjo is Chairman of the board of directors and CEO of the Issuer.
Hary Djaja. Mr. Djaja is Director of PT Bhakti Investama Tbk. In addition, Mr. Djaja holds positions in several companies, including PT Bhakti Capital Indonesia Tbk as a Commissioner.
Darma Putra Wati. Mr. Wati is Director of PT Bhakti Investama Tbk.
Wandhy Wira Riady. Mr. Riady is a non-affiliated Director of PT Bhakti Investama Tbk.
Global Mediacom International Ltd.
| | | | |
Hary Tanoesoedibjo | | Indonesia | | Director |
Oriento Guyandi | | Indonesia | | Director |
Jiohan Sebastian | | Indonesia | | Director |
Hary Tanoesoedibjo. Mr. Tanoesoedibjo is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd. and President Director of PT Media Nusantara Citra Tbk. Mr. Tanoesoedibjo is also Group Chairman of the controlling shareholder of PT Global Mediacom Tbk and PT Bhakti Investama Tbk. In addition, he currently holds positions in several companies, including President Director of PT Global Mediacom Tbk, President Director of PT Bhakti Investama Tbk, President Director of PT Rajawali Citra Televisi Indonesia, and President Commissioner of PT MNC Sky Vision Tbk. Mr. Tanoesoedibjo is Chairman of the board of directors and CEO of the Issuer.
Oriento Guyandi. Mr. Guyandi is Director of MNC International Middle East Limited, MNC International Ltd., PT Media Nusantara Citra Tbk., PT Global Mediacom Tbk and Global Mediacom International Ltd.
Jiohan Sebastian. Mr. Sebastian is Director of MNC International Middle East Limited, MNC International Ltd. and Global Mediacom International Ltd.