| ITEM 1. |
SECURITY AND ISSUER: |
This statement on Schedule 13D (this Schedule 13D) relates to the ordinary shares (the
Shares), of Atento S.A., a public limited liability company (societe anonyme)
incorporated under the laws of Luxembourg (the Issuer). The Issuer's principal
executive office is located at 1, rue Hildegard Von Bingen, L-1282, Luxembourg, Grand
Duchy of Luxembourg. |
| ITEM 2. |
IDENTITY AND BACKGROUND: |
EXPLANATORY NOTE:
This Schedule 13D supplements, amends and constitutes Amendment No. 4 to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Kyma Capital on December 17, 2021.
This Schedule 13D (this "Schedule 13D") is the fourth Schedule 13D being jointly filed by Kyma Capital Limited ("Kyma Capital"), Asheef Lalani and Charles Frischer (collectively, the "Reporting Persons") pursuant to the Amended Agreement as to Joint Filing filed as Exhibit 1 to this Schedule 13D.
To the extent that any information contained in this Schedule 13D is inconsistent with the information in the prior Schedule 13D filings of Atento S.A., as the case may be, the information set forth in this Schedule 13D shall control.
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| ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: |
Asheef Lalani may be deemed to be the beneficial owner of, in the aggregate, 67,500 Shares. The aggregate purchase price of the Shares purchased by the Reporting Person was approximately $1.15 million (including commissions to purchase Shares). The source of funding for these Shares was savings and investment income including capital gains and borrowing on margin loans maintained in the ordinary course of business by Mr.
Lalani with brokers on customary terms and conditions.
Charles Frischer may be deemed to be the beneficial owner of, in the aggregate, 486,404 Shares. The aggregate purchase price of the Shares purchased by the Reporting Person was approximately $7 million (including commissions to purchase Shares). The source of funding for these Shares was savings and investment income including capital gains and borrowing on margin loans maintained in the ordinary course of business by Mr. Frischer with a broker on customary terms and conditions.
Kyma Capital Limited may be deemed to be the beneficial owner of, in the aggregate, 840,668 Shares. The aggregate purchase price of the Shares purchased by the Reporting Person was approximately $12.2 million (including commissions to purchase Shares). The source of funding for these Shares was capital from investors in the Kyma Capital Opportunities Fund Limited. |
| ITEM 4. |
PURPOSE OF TRANSACTION: |
Item 4 is hereby amended to add the following:
On June 3, 2022, the Reporting Person(s) entered into a Cooperation Agreement (the Cooperation Agreement) with the Issuer regarding, among other matters, the composition of the Board of Directors of the Issuer (the Board).
Following the Cooperation Agreement, the Issuer nominated Kyma Capital's Chief Investment Officer, Akshay Shah, to stand for election as a new independent director at the Company's 2022 Annual Meeting of Shareholders scheduled to be held on 29 June, 2022. Akshay Shah was duly elected by shareholders at that meeting, receiving 99% of the votes cast.
The Reporting Person(s) continue to believe that the securities of the Issuer reported herein are dramatically undervalued by the public market. Following appointment to the Board, Akshay Shah has started working collaboratively with the Board to explore all options in pursuit of driving maximum value for shareholders.
A copy of the Cooperation Agreement has previously been filed as Exhibit 1 to this Schedule 13D. |
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER: |
(a)
Asheef Lalani beneficially owns a total of 67,500 Shares, constituting 0.44% of the 15,451,667 outstanding Shares of the Issuer reported to be outstanding as of June 30, 2022, as reported in the Issuers 6-K filed with the Securities and Exchange Commission on August 12, 2022.
Charles Frischer beneficially owns a total of 486,404 Shares, constituting 3.15% of the 15,451,667 outstanding Shares of the Issuer reported to be outstanding as of June 30, 2022, as reported in the Issuers 6-K filed with the Securities and Exchange Commission on August 12, 2022.
Kyma Capital Limited beneficially owns a total of 840,668 Shares, constituting 5.44% of the 15,451,667 outstanding Shares of the Issuer reported to be outstanding as of June 30, 2022, as reported in the Issuers 6-K filed with the Securities and Exchange Commission on August 12, 2022.*
*Ownership disclosure for mandates Kyma manages on a discretionary basis.
(b)
Asheef Lalani has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 67,500 Shares beneficially owned by it.
Charles Frischer has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 486,404 Shares beneficially owned by it.
Kyma Capital Limited has the sole power to vote or direct the vote of, and to dispose or direct the disposition of, 840,668 Shares beneficially owned by it.
(c)
The following transactions were effected by the Reporting Person during the past sixty (60) days. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
Name Date Quantity Price per Share
Charles Frischer 09/08/2022 1098 5.82
Charles Frischer 10/08/2022 5425 5.79
Charles Frischer 11/08/2022 6681 5.83
Charles Frischer 12/08/2022 300 5.76
Kyma Capital Limited 09/08/2022 10000 5.83
Kyma Capital Limited 10/08/2022 10000 5.84
Kyma Capital Limited 11/08/2022 1400 5.77
Kyma Capital Limited 12/08/2022 2605 5.84
Kyma Capital Limited 15/08/2022 5000 5.98
Kyma Capital Limited 16/08/2022 7500 5.70
(d)
No person other than the Reporting Person(s) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person(s).
(e)
Not applicable. |
| ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: |
Item 6 is hereby amended to add the following:
On September 1, 2022, the Reporting Person(s) entered into the Lock-up Extension Agreement (Exhibit 2 - Amendment Agreement) with the Issuer through an amendment to the Cooperation Agreement. The Cooperation Agreement is defined and described in Item 4, a copy of which has previously been filed on 6th June 2022. |
| ITEM 7. |
MATERIALS TO BE FILES AS EXHIBITS: |
Exhibit 1 - Amended Agreement as to Joint Filing
Exhibit 2 - Amendment Agreement (Lock-up Extension Agreement)
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