| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
IHS INC. |
(Name of Issuer) |
|
Class A Common Stock |
(Title of Class of Securities) |
|
451734107 |
(CUSIP Number) |
|
January 21, 2014 |
(Date of Event Which Requires Filing of this Statement) |
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
o | Rule 13d-1(c) |
x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1) | Name of Reporting Person Conscientia Investment Limited | |
| |
| 2) | Check the Appropriate Box if a Member of a Group | |
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| | (a) | o | |
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| | (b) | o | |
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| 3) | SEC Use Only | |
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| 4) | Citizenship or Place of Organization Malta | |
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Number of Shares Beneficially Owned by Each Reporting Person With: | 5) | Sole Voting Power 708,859 | |
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6) | Shared Voting Power 0 | | | | | | | | |
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7) | Sole Dispositive Power 708,859 | | | | | | | | | | | | | | | |
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8) | Shared Dispositive Power 0 | | | | | | | | | | | | | | | | | | | | |
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| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 708,859 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 11) | Percent of Class Represented by Amount in Row (9) 1.1% | | | | | | | | | | | | | | | | | | | | |
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| 12) | Type of Reporting Person CO | | | | | | | | | | | | | | | | | | | | |
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| 1) | Name of Reporting Person TBG Limited | |
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| 2) | Check the Appropriate Box if a Member of a Group | |
| | (a) | o | |
| | (b) | o | |
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| 3) | SEC Use Only | |
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| 4) | Citizenship or Place of Organization Malta | |
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Number of Shares Beneficially Owned by Each Reporting Person With: | 5) | Sole Voting Power 708,859 | |
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6) | Shared Voting Power 0 | | | | | | | | |
| | | | | | | | | | | | |
7) | Sole Dispositive Power 708,859 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
8) | Shared Dispositive Power 0 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 708,859 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 11) | Percent of Class Represented by Amount in Row (9) 1.1% | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 12) | Type of Reporting Person CO | | | | | | | | | | | | | | | | | | | | |
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| 1) | Name of Reporting Person Georg Heinrich Thyssen-Bornemisza | | | | | |
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| 2) | Check the Appropriate Box if a Member of a Group | | | | | |
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| | (a) | o | | | | | |
| | | | | | | | |
| | (b) | o | | | | | |
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| 3) | SEC Use Only | | | | | |
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| 4) | Citizenship or Place of Organization Switzerland | | | | | |
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Number of Shares Beneficially Owned by Each Reporting Person With: | 5) | Sole Voting Power 0 | | | | | |
| | | | | | |
6) | Shared Voting Power 708,859 | | | | | | | | |
| | | | | | |
7) | Sole Dispositive Power 0 | | | | | | | | | |
| | | | | | | |
8) | Shared Dispositive Power 708,859 | | | | | | | | | |
| | | | | | | | |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 708,859 | | | | | | | | |
| | | | | | | | |
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | | | | | | | | |
| | | | | | | | |
| 11) | Percent of Class Represented by Amount in Row (9) 1.1% | | | | | | | | |
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| 12) | Type of Reporting Person IN | | | | | | | | |
| 1) | Name of Reporting Person Favorita Holding Limited | |
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| 2) | Check the Appropriate Box if a Member of a Group | |
| | (a) | o | |
| | (b) | o | |
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| 3) | SEC Use Only | |
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| 4) | Citizenship or Place of Organization Malta | |
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Number of Shares Beneficially Owned by Each Reporting Person With: | 5) | Sole Voting Power 0 | |
| | | | | |
6) | Shared Voting Power 708,859 | | | | | | | | |
| | | | | | | | | | | | |
7) | Sole Dispositive Power 0 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
8) | Shared Dispositive Power 708,859 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 9) | Aggregate Amount Beneficially Owned by Each Reporting Person 708,859 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| 11) | Percent of Class Represented by Amount in Row (9) 1.1% | | | | | | | | | | | | | | | | | | | | |
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| 12) | Type of Reporting Person CO | | | | | | | | | | | | | | | | | | | | |
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Item 1. | (a) | Name of Issuer IHS Inc. |
| (b) | Address of Issuer’s Principal Executive Offices 15 Inverness Way East, Englewood, CO 80112 |
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Item 2. | (a) | Names of Persons Filing Conscientia Investment Limited TBG Limited Georg Heinrich Thyssen-Bornemisza Favorita Holding Limited |
| (b) | Address of Principal Business Office or, if none, Residence c/o IHS Inc., 15 Inverness Way East, Englewood, CO 80112 |
| (c) | Citizenship Conscientia Investment Limited, a Malta company TBG Limited, a company continued in Malta from the Netherlands Antilles Georg Heinrich Thyssen-Bornemisza, a citizen of Switzerland Favorita Holding Limited, a company continued in Malta from Bermuda |
| (d) | Title of Class of Securities Class A Common Stock |
| (e) | CUSIP Number 451734107 |
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Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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| (a) | o | Broker or dealer registered under section 15 of the Act; |
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| (b) | o | Bank as defined in section 3(a)(6) of the Act; |
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| (c) | o | Insurance company as defined in section 3(a)(19) of the Act; |
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| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940; |
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| (e) | o | An investment adviser in accordance with §240.13d-1(b)(l)(ii)(E); |
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| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
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| (j) | o | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) | o | Group, in accordance with §240.13d–1(b)(l)(ii)(K). |
| Ownership Conscientia Investment Limited: |
| (a) | Amount beneficially owned: 708,859 Conscientia Investment Limited is filing in its capacity as the record and beneficial owner of an aggregate of 708,859 shares of Class A Common Stock. |
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| (b) | Percent of class: 1.1% |
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| (c) | |
| | (i) | Sole power to vote or direct the vote: 708,859 |
| | | |
| | (ii) | Shared power to vote or direct the vote: 0 |
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| | (iii) | Sole power to dispose or direct the disposition of: 708,859 |
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| | (iv) | Shared power to dispose or direct the disposition of: 0 |
| TBG Limited: |
| | |
| a) | Amount beneficially owned: 708,859 TBG Limited is filing solely in its capacity as the direct parent of Conscientia Investment Limited, which is the record and beneficial owner of an aggregate of 708,859 shares of Class A Common Stock. |
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| (b) | Percent of class: 1.1% |
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| (c) | |
| | (i) | Sole power to vote or direct the vote: 708,859 |
| | | |
| | (ii) | Shared power to vote or direct the vote: 0 |
| | (iii) | Sole power to dispose or direct the disposition of: 708,859 |
| | (iv) | Shared power to dispose or direct the disposition of: 0 |
| Georg Heinrich Thyssen-Bornemisza: |
| | |
| a) | Amount beneficially owned: 708,859 George Heinrich Thyssen-Bornemisza is filing solely in his capacity as the sole beneficiary of the TB Continuity II Trust, a Cayman Islands Trust (the “Continuity II Trust”). Kaszony Limited, a company continued in Malta from Bermuda (“Kaszony”), is the sole trustee of the Continuity II Trust and holds 100% of the capital stock of Favorita Holding Limited, a company continued in Malta from Bermuda (“Favorita”) in trust for the Continuity II Trust (except for one non-voting and non-participating share which is owned by Kaszony in its own right). Favorita is the owner of 100% of the shares of TBG Limited (except for one non-voting and non-participating share which is owned by Kaszony in its own right). TBG Limited is the parent of Conscientia Investment Limited, which is the record and beneficial owner of an aggregate of 708,859 shares of Class A Common Stock. Mr. Thyssen-Bornemisza disclaims beneficial ownership of the Class A Common Stock owned by Conscientia Investment Limited because he does not have the power to vote or dispose of, or to direct the voting or disposition of, the shares of Class A Common Stock owned by Conscientia Investment Limited. |
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| (b) | Percent of class: 1.1% |
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| (c) | |
| | (i) | Sole power to vote or direct the vote: 0 |
| | (ii) | Shared power to vote or direct the vote: 708,859 |
| | (iii) | Sole power to dispose or direct the disposition of: 0 |
| | (iv) | Shared power to dispose or direct the disposition of: 708,859 |
| Favorita Holding Limited: |
| a) | Amount beneficially owned: 708,859 Favorita Holding Limited is filing solely in its capacity as the owner of 100% of the shares of TBG Limited (except for one non-voting and non-participating share which is owned by Kaszony Limited, a company continued in Malta from Bermuda, in its own right). TBG Limited is the parent of Conscientia Investment Limited, which is the record and beneficial owner of an aggregate of 708,859 shares of Class A Common Stock. |
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| (b) | Percent of class: 1.1% |
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| (c) | |
| | (i) | Sole power to vote or direct the vote: 0 |
| | (ii) | Shared power to vote or direct the vote: 708,859 |
| | (iii) | Sole power to dispose or direct the disposition of: 0 |
| | | |
| | (iv) | Shared power to dispose or direct the disposition of: 708,859 |
Item 5. | Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
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| See Item 4. |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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| Not applicable. |
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Item 8. | Identification and Classification of Members of the Group |
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| Not applicable. |
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Item 9. | Notice of Dissolution of Group |
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| Not applicable. |
| Certification |
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| Not applicable. |
SIGNATURES
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.
January 21, 2014 | CONSCIENTIA INVESTMENT LIMITED | |
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| By: | /s/ Clifford Thring | |
| Name: | Clifford Thring | |
| Title: | Attorney-in-Fact for Conscientia Investments Limited | |
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| TBG LIMITED | |
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| By: | /s/ Clifford Thring | |
| Name: | Clifford Thring | |
| Title: | Attorney-in-Fact for TBG Limited | |
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| GEORG HEINRICH THYSSEN-BORNEMISZA | |
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| By: | /s/ Clifford Thring | |
| Name: | Clifford Thring | |
| Title: | Attorney-in-Fact for Georg Heinrich Thyssen-Bornemisza | |
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| FAVORITA HOLDING LIMITED | |
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| By: | /s/ Clifford Thring | |
| Name: | Clifford Thring | |
| Title: | Attorney-in-Fact for Favorita Holding Limited | |
Exhibit No. | | Description |
24.1 | | Power of Attorney of Conscientia Investment Limited (incorporated by reference to Exhibit 24.2 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011) |
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24.2 | | Power of Attorney of TBG Limited (incorporated by reference to Exhibit 24.3 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011) |
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24.3 | | Power of Attorney of Georg Heinrich Thyssen-Bornemisza (also known as Giorgio Enrico Thyssen-Bornemisza) (incorporated by reference to Exhibit 24.4 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011) |
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24.4 | | Power of Attorney of Favorita Holding Limited (incorporated by reference to Exhibit 24.5 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011) |
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99.1 | | Joint Filing Agreement and Power of Attorney, dated May 10, 2006, among Urpasis Investments Limited, Thybo Trustees Limited, Urvanos Investments Limited, Tornabuoni Limited, TBG Holdings NV, Georg Heinrich Thyssen-Bornemisza, Claus Hipp, Thyssen Bornemisza Continuity Trust, Donald S. Perkins and Hans Peter Schaer (incorporated by reference to Exhibit A to the Schedule 13G/A filed by Urvanos Investments Limited on May 21, 2007) |
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99.2 | | Joinder Agreement, dated May 18, 2007, of Favorita Holding Limited (incorporated by reference to Exhibit B to the Schedule 13G/A filed by Urvanos Investments Limited on May 21, 2007) |
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99.3 | | Joinder Agreement, dated March 22, 2011, of Conscientia Investment Limited (incorporated by reference to Exhibit 99.3 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011) |