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Orbis Investment Management Limited filed an amended Schedule 13G reporting its beneficial ownership of Class A common stock of Nebius Group N.V.. Orbis reports beneficial ownership of 3,335,358 shares, representing 1.5% of the class as of the reporting date.
Orbis, organized in Bermuda, reports sole power to vote and dispose of all 3,335,358 shares, with no shared voting or dispositive power. The filing notes that other persons have rights to receive dividends or sale proceeds related to these securities, while Orbis certifies the holdings are in the ordinary course of business and not for influencing control.
FAQ
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What percentage of Nebius Group N.V. (NBIS) shares does Orbis Investment Management Limited report owning?
Orbis Investment Management Limited reports beneficial ownership of 1.5% of Nebius Group N.V.’s Class A common stock. This corresponds to 3,335,358 shares, as disclosed in the amended Schedule 13G, reflecting a relatively small minority position in the company’s equity.
How many Nebius Group N.V. (NBIS) shares are beneficially owned by Orbis Investment Management Limited?
Orbis Investment Management Limited reports beneficial ownership of 3,335,358 shares of Nebius Group N.V. Class A common stock. The filing states Orbis has sole voting and sole dispositive power over all these shares, with no shared voting or disposition authority reported.
Does Orbis Investment Management Limited have sole or shared voting power over NBIS shares?
The filing states Orbis Investment Management Limited has sole voting power over 3,335,358 Nebius Group N.V. shares and no shared voting power. It also has sole dispositive power over the same number of shares, with shared dispositive power reported as zero.
Is Orbis Investment Management Limited’s NBIS holding intended to influence control of Nebius Group N.V.?
Orbis certifies its Nebius Group N.V. securities were acquired and are held in the ordinary course of business. The filing states they were not acquired for the purpose or effect of changing or influencing control of the issuer or in connection with such a transaction.
What type of reporting entity is Orbis Investment Management Limited in the Nebius (NBIS) Schedule 13G/A?
Orbis Investment Management Limited identifies itself as a non-U.S. institution equivalent to an investment adviser. The certification states its foreign regulatory scheme is substantially comparable to the U.S. regime applicable to functionally equivalent institutions, supporting its eligibility to file on Schedule 13G.
Do other parties have economic interests in the NBIS shares reported by Orbis Investment Management Limited?
Yes. The filing explains that other persons have the right to receive dividends, direct dividend receipts, or receive proceeds from the sale of the Nebius Group N.V. securities beneficially owned by Orbis. These interests relate to the shares identified in the ownership section.
Address or principal business office or, if none, residence:
Orbis Investment Management Limited
25 Front Street
Hamilton HM11, Bermuda
(c)
Citizenship:
Orbis Investment Management Limited - BERMUDA
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP No.:
N97284108
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
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 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Equivalent to IA.
Item 4.
Ownership
(a)
Amount beneficially owned:
3,335,358
(b)
Percent of class:
1.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Orbis Investment Management Limited - 3,335,358
(ii) Shared power to vote or to direct the vote:
Orbis Investment Management Limited - 0
(iii) Sole power to dispose or to direct the disposition of:
Orbis Investment Management Limited - 3,335,358
(iv) Shared power to dispose or to direct the disposition of:
Orbis Investment Management Limited - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by Orbis Investment Management Limited.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
SIGNATURE
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.
