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1. |
SECURITY AND ISSUER: |
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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 Issuers principal executive office is
located at 1, rue Hildegard Von Bingen, L-1282, Luxembourg, Grand
Duchy of Luxembourg. |
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2. |
IDENTITY AND BACKGROUND: |
The person filing this statement is Kyma Capital Limited, the
Reporting Person.
The principal business address of Kyma Capital Limited is 22-25
Portman Close, London W1H 6BS, United Kingdom.
Kyma Capital Limited is an FCA-regulated investment manager based
in the United Kingdom and is primarily engaged in fund management
activities.
The following sets forth the name, citizenship, present principal
occupation or employment of each director and executive officer of
the Reporting Person:
Akshay Shah is a citizen of the United Kingdom, and is Chief
Investment Officer at the Reporting Person.
Renata Machado is a citizen of Italy and is Chief Operating Officer
at the Reporting Person.
Except as otherwise indicated, the business address of each
director and officer is c/o Kyma Capital Limited, 22-25 Portman
Close, London W1H 6BS, United Kingdom. To the best of the Reporting
Person's knowledge, except as set forth in this statement on
Schedule 13D, none of the directors or executive officers of the
Reporting Person own any Shares.
The Reporting Person has not, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanours), or (b) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting, or mandating activities subject to, Federal or State
securities laws or a finding of any violation with respect to such
laws.
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3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: |
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The Reporting Person may be deemed to be the beneficial owner of,
in the aggregate, 750,210 Shares. The aggregate purchase price of
the Shares purchased by the Reporting Person was approximately
$10.95 million (including commissions to purchase Shares). The
source of funding for these Shares was capital from investors in
the Kyma Capital Opportunities Fund Limited. |
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4. |
PURPOSE OF TRANSACTION: |
The Reporting Person purchased the securities of the Issuer
reported herein based on its belief that such securities are
dramatically undervalued by the public market.
The Reporting Person sought to engage over a course of several
months in a constructive dialogue with the Board of Directors of
the Issuer (the Board) and the Issuers management regarding this
undervaluation and available opportunities to maximize shareholder
value. As part of this dialogue, the Reporting Person has sought
shareholder board representation.
As a result of these discussions, the Reporting Person believes
there are clear gaps in corporate governance that are detrimental
to minority shareholders. After months of communication, the
Reporting Person has no confidence that this Board can adequately
represent minority interests.
On May 14, 2021, Kyma Capital Limited delivered a letter to the
Issuer nominating a director candidate, Catherine Da Silva, for
election to the Board. The Reporting Person reserves the right to
either withdraw certain or all of its nominees or to nominate
additional nominees for election to the Board.
The Reporting Person intends to review its investment in the Issuer
on a continuing basis and, depending on various factors, including
the Issuer's business, affairs and financial position, other
developments concerning the Issuer, the price level of the Shares,
conditions in the securities markets and general economic and
industry conditions, as well as other investment opportunities
available to it, and may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate in
light of the circumstances existing from time to time. Such actions
may include, without limitation, the purchase of additional Shares
in the open-market and in block trades, in privately negotiated
transactions or otherwise, the sale at any time of all or a portion
of the Shares now owned or hereafter acquired by it to one or more
purchasers, or the distribution in kind at any time of all or a
portion of the Shares now owned or hereafter acquired by it.
The Reporting Person may, from time to time and at any time: (i)
acquire additional Shares and/or other equity, debt, notes,
instruments or other securities (collectively, Securities) of the
Issuer (or its affiliates) in the open market or otherwise; (ii)
dispose of any or all of their Securities in the open market or
otherwise; or (iii) engage in any hedging or similar transactions
with respect to the Securities.
Depending upon overall market conditions, other investment
opportunities available to the Reporting Person, and the
availability of securities of the Issuer at prices that would make
the purchase or sale of such securities desirable, the Reporting
Person may endeavor (i) to increase or decrease its position in the
Issuer through, among other things, the purchase or sale of
securities of the Issuer on the open market or in private
transactions, including through a trading plan created under Rule
10b5-1(c) or otherwise, on such terms and at such times as the
Reporting Person may deem advisable and/or (ii) to enter into
transactions that increase or hedge their economic exposure to the
Shares without affecting its beneficial ownership of Shares.
The Reporting Person does not have any present plan or proposal
which would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set
forth herein or such as would occur upon or in connection with
completion of, or following, any of the actions discussed herein.
The Reporting Person may take positions or make proposals with
respect to potential changes in the operations, management, the
certificate of incorporation and bylaws, Board composition,
ownership, capital or corporate structure, dividend policy,
strategy and plans of the Issuer as a means of enhancing
shareholder value or may change their intention with respect to any
and all matters referred to in Item 4. Although the Reporting
Person had no plans or proposals at the time of its various
purchases and do not have plans or proposals at present, the
Reporting Person intends to review its investment in the Issuer on
a continuing basis and may from time to time in the future express
their views to and/or meet with management, the Board, other
shareholders or third parties, including, potential acquirers,
service providers and financing sources, and/or formulate plans or
proposals regarding the Issuer, its assets or its securities. Such
proposals or positions may include one or more plans that relate to
or would result in any of the actions required to be reported
herein.
The Reporting Person acquired the Shares beneficially owned by it
in the ordinary course of its trade or business of purchasing,
selling, trading and investing in securities.
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5. |
INTEREST IN SECURITIES OF THE ISSUER: |
(a) The Reporting Person beneficially owns a total of 750,210
Shares, constituting 5.001% of the 15,000,000 outstanding Shares of
the Issuer reported to be outstanding as of September 30, 2021, as
reported in the Issuers 6-K filed with the Securities and Exchange
Commission on November 15, 2021.
(b) The Reporting Person has the sole power to vote or direct the
vote of, and to dispose or direct the disposition of, 750,210
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.
Date Security N.of Shs. Price per Share
09/12/2021 Common Stock 3,196 23.85
08/12/2021 Common Stock 5,000 24.26
07/12/2021 Common Stock 5,000 23.96
06/12/2021 Common Stock 5,000 23.94
03/12/2021 Common Stock 5,000 23.71
02/12/2021 Common Stock 5,000 23.68
01/12/2021 Common Stock 5,000 24.05
30/11/2021 Common Stock 2,500 23.43
29/11/2021 Common Stock 5,000 23.76
17/11/2021 Common Stock 5,000 27.50
16/11/2021 Common Stock 20,000 27.11
16/11/2021 Common Stock 2,159 24.15
10/11/2021 Common Stock 2,000 26.65
05/11/2021 Common Stock 1,232 23.76
03/11/2021 Common Stock 1,500 21.42
28/10/2021 Common Stock 3,000 25.34
28/10/2021 Common Stock 4,000 25.25
27/10/2021 Common Stock 2,000 25.40
27/10/2021 Common Stock 2,000 25.20
26/10/2021 Common Stock 1,500 24.99
26/10/2021 Common Stock 1,500 25.11
26/10/2021 Common Stock 1,500 25.16
(d) No person other than the Reporting Person 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.
(e) Not applicable.
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6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER: |
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Not Applicable. |
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7. |
MATERIALS TO BE FILES AS EXHIBITS: |
Exhibit 1 - Press Release from Kyma Capital Limited dated December
17, 2021
Exhibit 2 - Letter from Kyma Capital Limited to Issuer dated
December 17, 2021
Exhibit 3 - Prior Correspondence with the Issuer
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