As filed with the Securities and Exchange Commission on January 30, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
MakeMyTrip Limited
(Exact name of registrant as specified in its charter)
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Mauritius (State or other jurisdiction of incorporation or organization) |
13-4125456 (IRS Employer Identification No.) |
Tower A, SP Infocity, 243,
Udyog Vihar, Phase 1
Gurgaon, Haryana 122016, India
(Address of principal executive offices and zip code)
MakeMyTrip 2010 Share Incentive Plan
(Full title of the plan)
MakeMyTrip.com Inc.
60 East 42nd Street
Suite 605
New York, New York 10165
(Name and address of agent for service)
(212) 760-1511
(Telephone number, including area code, of agent for service)
Copies to:
Michael W. Sturrock, Esq.
Rajiv Gupta, Esq.
Latham & Watkins LLP
9 Raffles Place #42-02
Republic Plaza
Singapore 048619
+65- 6536-1161
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price (2) |
Amount of
registration fee |
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Ordinary shares, $0.0005 par value per share |
6,412,429 shares | $31.55 | $202,312,134.95 | $23,447.98 | ||||
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| (1) | Represents (i) 3,095,840 additional ordinary shares available for issuance pursuant to awards (including the exercise of any options) that may be granted under the MakeMyTrip 2010 Share Incentive Plan (the “2010 Plan”) pursuant to that certain First Amendment to the 2010 Plan, dated October 18, 2016, (ii) 1,836,798 additional ordinary shares that may become available for issuance pursuant to (A) awards (including the exercise of any options) that may be granted under the 2010 Plan pursuant to that certain Second Amendment to the 2010 Plan, dated October 18, 2016, which will become effective if and when the transactions contemplated by that certain the Transaction Agreement by and among MIH Internet SEA Private Limited, MakeMyTrip Limited (the “Registrant”) and solely for the purposes of Article XIII thereof, MIH B2C Holdings B.V., dated as of October 18, 2016 (as amended, modified and supplemented from time to time, the “Transaction Agreement”), are consummated, and (B) awards to be granted under the 2010 Plan upon the conversion, in accordance with the Transaction Agreement, of share appreciation rights of Ibibo Group Holdings (Singapore) Private Limited and restricted stock units of Naspers Limited, and (iii) 1,479,791 additional ordinary shares subject to awards granted under the 2010 Plan that may become available for issuance under the 2010 Plan if any awards under the 2010 Plan are forfeited, lapse unexercised, terminate, expire or are settled in cash. In accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement will also cover any additional ordinary shares which become issuable under the 2010 Plan by reason of any stock dividend, stock split, recapitalization or similar transaction. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act, based on the average of the high and low prices of the Registrant’s ordinary shares reported on the NASDAQ Global Market on January 24, 2017. |
EXPLANATORY STATEMENT
Pursuant to General Instruction E to Form S-8, this registration statement registers additional securities of the same class as other securities for which a registration statement, also filed on Form S-8 and relating to the 2010 Plan, is effective. Therefore, this registration statement consists only of the following: the facing page, the required statement (regarding incorporation by reference) set forth below, the required opinions and consents, the signature page and information that is required in this registration statement that is not in the earlier registration statement.
This registration statement hereby incorporates by reference the contents of the Registrant’s earlier registration statement on Form S-8, Registration File No. 333- 168880, filed with the Securities and Exchange Commission on August 17, 2010. After giving effect to this filing, an aggregate of 10,114,328 ordinary shares have been registered for issuance pursuant to the 2010 Plan.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits |
See the attached Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Gurgaon, Haryana, India, on January 30, 2017.
| MakeMyTrip Limited | ||
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By: |
/s/ Deep Kalra |
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| Name: Deep Kalra | ||
| Title: Group Chairman and Group Chief Executive Officer | ||
We, the undersigned directors of MakeMyTrip Limited and executive officers of MakeMyTrip Limited and its subsidiaries hereby severally constitute and appoint Deep Kalra and Rajesh Magow, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities held on January 30, 2017.
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Signature |
Title |
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/s/ Deep Kalra |
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| Deep Kalra | Group Chairman and Group Chief Executive Officer | |||
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/s/ Rajesh Magow |
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| Rajesh Magow | Director and Chief Executive Officer – India | |||
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/s/ Mohit Kabra |
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| Mohit Kabra | Director and Group Chief Financial Officer (group principal financial officer and group principal accounting officer) | |||
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/s/ Philip C. Wolf |
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| Philip C. Wolf | Independent Director | |||
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/s/ Aditya Tim Guleri |
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| Aditya Tim Guleri | Independent Director | |||
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/s/ Vivek N. Gour |
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| Vivek N. Gour | Independent Director | |||
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/s/ Frederic Lalonde |
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| Frederic Lalonde | Independent Director | |||
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/s/ Ranodeb Roy |
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| Ranodeb Roy | Independent Director | |||
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/s/ Gyaneshwarnath Gowrea |
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| Gyaneshwarnath Gowrea | Director | |||
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/s/ Naushad Ally Sohoboo |
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| Naushad Ally Sohoboo | Director | |||
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/s/ James Jianzhang Liang |
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| James Jianzhang Liang | Director | |||
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/s/ Jonathan I. Huang |
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| Jonathan I. Huang | Authorized Representative in the United States | |||
MAKEMYTRIP LIMITED
EXHIBIT INDEX
| * | Filed herewith. |
Exhibit 4.5
SECOND AMENDMENT TO
MAKEMYTRIP
2010 SHARE INCENTIVE PLAN
THIS SECOND AMENDMENT (this “ Amendment ”) to the MakeMyTrip 2010 Share Incentive Plan, is made and adopted by the Board of Directors (the “ Board ”) of MakeMyTrip Limited (the “ Company ”), effective as of Closing (as defined in the Transaction Agreement by and among MIH Internet Sea Private Limited, the Company and MIH B2C Holdings B.V., dated as of October 18, 2016 (the “ Transaction Agreement ”)). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains MakeMyTrip 2010 Share Incentive Plan (as amended by the First Amendment, the “ Plan ”);
WHEREAS, pursuant to Section 11.3 of the Plan, the Board has the authority to amend or modify the Plan from time to time; and
WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Closing:
AMENDMENT
| 1. | Section 3.1(a) of the Plan is hereby amended and restated in its entirety as follows: |
“(a) Subject to Section 12.2 and Section 3.1(b) the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is equal to the sum of (x) 8,281,561 Shares, plus (y) in the event that any Indigo SARs or Naspers Rollover RSUs are forfeited between the date of the Transaction Agreement and the Closing as a result of an Indigo Business Employee’s termination of employment during such period, a number of Shares in respect of restricted share units into which such forfeited Indigo SARs and Naspers Rollover RSUs would have converted pursuant to Sections 7.07(a)(i) and 7.07(a)(ii) of the Transaction Agreement (each such defined term having the meaning ascribed to such term in the Transaction Agreement).”
| 2. | This Amendment shall be and is hereby incorporated into and forms a part of the Plan. |
| 3. | Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |
| 4. | The effectiveness of this Amendment is subject to and conditioned upon the occurrence of the Closing, and shall be null and void and of no force or effect if the Closing does not occur for any reason. |
[ Signature page follows ]
* * *
I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of MakeMyTrip Limited on October 18, 2016.
Executed on this 18 th day of October, 2016.
| By: |
/s/ Mohit Kabra |
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| Name: | Mohit Kabra | |||
| Title: | Group CFO | |||
Exhibit 5.1
January 30, 2017
MakeMyTrip Limited
Tower A, SP Infocity, 243,
Udyog Vihar, Phase 1
Gurgaon, Haryana 122016, India
Attention: Board of Directors
Ladies & Gentlemen
MakeMyTrip Limited (the “Company”)
We have acted as special Mauritius legal counsel to the Company in connection with the registration statement on Form S-8 (the “ Registration Statement ”) to be filed by the Company with the U.S. Securities and Exchange Commission (the “ Commission ”), relating to the registration under the United States Securities Act of 1933, as amended, of an amount of ordinary shares of par value US$0.0005 each in the capital of the Company (the “ Shares ”) for issuance pursuant to the MakeMyTrip 2010 Share Incentive Plan, as adopted by the Company on May 25, 2010 and amended by the First Amendment and Second Amendment thereto on October 18, 2016 (the “ Plan ”).
OUR REVIEW
For the purposes of giving this opinion, we have examined a copy of the Plan and the certified extract dated October 25, 2016 of minutes of the meeting of the board of directors (“ Board ”) of the Company held on October 18, 2016 approving the filing of the Registration Statement with the Commission in connection with the Plan and the issue by the Company of options to purchase the Shares pursuant thereto, and such other documents (collectively, “ Documents ”) and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in any of the Documents or elsewhere) other than as expressly stated in this opinion.
LIMITATIONS
Our opinion is limited to, and should be construed in accordance with, the laws of Mauritius at the date of this opinion. We have made no investigation of and express no opinion on the laws of any other jurisdiction other than Mauritius.
This opinion is strictly limited to the matters stated in it and does not extend to, and is not to be extended by implication, to any other matters. We express no opinion on the commercial implications of the Documents or whether they give effect to the commercial intentions of the parties.
This opinion is to be governed by and construed in accordance with the laws of Mauritius and is limited to and is given on the basis of the current law and practice in Mauritius. This opinion is issued for the purposes of the filing of the Registration Statement.
This opinion is given solely for the benefit of the addressee(s) in connection with the matters referred to herein and, except with our prior written consent it may not be transmitted or disclosed to or used or relied upon by any other person or be relied upon for any other purpose whatsoever, save as, and to the extent provided, below.
A copy of this opinion may be provided (a) where required by law or judicial process and (b) for the purpose of information only to: (i) the addressee’s affiliates, professional advisors, auditors, insurers and regulators; and its professional advisors; and (ii) any internationally recognised statistical rating agency and its professional advisors.
ASSUMPTIONS AND RESERVATIONS
We give the following opinion on the basis of the assumptions below, which we have not verified:
We have assumed:
| 1. | that the originals of all documents examined in connection with this opinion are authentic and complete; |
| 2. | the authenticity, completeness and conformity to original documents of all documents submitted to us as copies; |
| 3. | that each of the documents received by electronic means is complete, intact and in conformity with the transmission as sent; |
| 4. | that the signatures and seals on all documents and certificates submitted to us as originals or copies of executed originals are genuine and authentic, and the signatures on all documents executed by the Company are the signatures of the persons authorised to execute the documents by the Company; |
| 5. | that the Documents do not differ in any material respects from any drafts of the same which we have examined and upon which this opinion is based; |
| 6. | that there is no provision of the law of any jurisdiction, other than Mauritius, which would have any implication in relation to the opinions expressed herein; |
| 7. | that, insofar as any obligation under the Documents is to be performed in any jurisdiction outside of Mauritius, its performance will be legal and effective in accordance with the law of any jurisdiction to which they are subject or in which they are respectively constituted and established; and |
| 8. | the truth, accuracy and completeness of all representations and warranties or statements of fact or law (other than as to the laws of Mauritius and those matters upon which we have expressly opined) made in the Documents and any correspondence submitted to us. |
We express no view on any provision in any of the Documents requiring written amendments and waivers of any of the provisions of such Documents insofar as it suggests that oral or other modification, amendments or waivers could not be effectively agreed upon or granted by or between the parties or implied by the course of conduct of the parties.
OPINION
We are of the opinion that when issued, sold and paid for in the manner contemplated by the Plan and in accordance with the relevant resolutions adopted by the Board of Directors of the Company (or any committee to whom the Board of Directors of the Company have delegated their powers with respect to administration of the Plan in accordance with the Companies Act 2001 of Mauritius) and the appropriate entries are entered in the Register of Members of the Company in respect of the share issuance, the Shares will be validly issued, fully paid, non-assessable (meaning that no further sums are required to be paid by the holders thereof in connection with the issue of such Shares) and free from pre-emptive rights.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name in the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the United States Securities Act of 1933, as amended (the “ Securities Act ”), or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Yours faithfully |
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/s/ Appleby Mauritius |
| Appleby Mauritius |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
MakeMyTrip Limited:
We consent to the use of our reports dated June 13, 2016, with respect to the consolidated statements of financial position of MakeMyTrip Limited as of March 31, 2015 and 2016, and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows for each of the years in the three-year period ended March 31, 2016 and the effectiveness of internal control over financial reporting as of March 31, 2016, incorporated herein by reference.
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/s/ KPMG |
| Gurgaon, India |
| January 30, 2017 |