UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
Securities Act Rule 801 (Rights Offering) o
Securities Act Rule 802 (Exchange Offer) x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) x
Exchange Act Rule 14e-2(d) (Subject Company Response) o
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) o
Skyscanner Holdings Limited
(Name of Subject Company)
N/A
(Translation of Subject Companys Name into English (if applicable))
England and Wales
(Jurisdiction of Subject Companys Incorporation or Organization)
Ctrip.com International, Ltd.
(Name of Person(s) Furnishing Form)
Ordinary Shares
C1 Shares
C2 Shares
C3 Shares
C4 Shares
C6 Shares
C7 Shares
C8 Shares
C9 Shares
C10 Shares
SIP Shares
(Title of Class of Subject Securities)
N/A
(CUSIP Number of Class of Securities (if applicable))
Carolyn Jameson
Chief Legal Officer
Skyscanner Holdings Limited
Quartermile One
15 Lauriston Place
Edinburgh EH3 9EN
United Kingdom
Telephone: +44 7825 663 494
(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of
Subject Company)
Copies to: | ||
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Cindy Xiaofan Wang |
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Z. Julie Gao, Esq. |
November 25, 2016
(Date Tender Offer/Rights Offering Commenced)
PART I INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
(a) The following documents are attached as exhibits to this Form CB.
Exhibit No. |
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Description |
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99.1 |
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Recommended Offer by Ctrip.com International, Ltd. to Acquire Shares in the Share Capital of Skyscanner Holdings Limited, dated November 24, 2016 |
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99.2 |
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Form of Acceptance |
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99.3 |
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Recommended Offer by Ctrip.com International, Ltd. to Acquire SIP Shares in the Capital of Skyscanner Holdings Limited, dated November 24, 2016 |
(b) Not applicable.
Item 2. Informational Legends
The legends complying with Rule 802(b) of the Securities Act of 1933, as amended, are included in Part VI of Exhibit 99.1 and Part IV of Exhibit 99.3 under the heading Notice to U.S. Holders.
PART II INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
(1) Not applicable.
(2) The following documents are attached as exhibits to this Form CB.
Exhibit No. |
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Description |
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99.4 |
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Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended December 31, 2015 |
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99.5 |
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Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended December 31, 2014 |
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99.6 |
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Skyscanner Holdings Limited annual report and consolidated financial statements for the year ended December 31, 2013 |
(3) Not applicable.
PART III CONSENT TO SERVICE OF PROCESS
(1) A written irrevocable consent and power of attorney on Form F-X was filed concurrently with the Commission on November 28, 2016.
(2) Not applicable.
PART IV SIGNATURES
After due 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.
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/s/ Cindy Xiaofan Wang |
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(Signature) |
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Cindy Xiaofan Wang, Chief Financial Officer |
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(Name and Title) |
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November 28, 2016 |
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(Date) |
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