UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

IHS INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

451734107

(CUSIP Number)

June 22, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 

1)

Name of Reporting Person
Conscientia Investment Limited

 

 

2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3)

SEC Use Only

 

 

4)

Citizenship or Place of Organization
Malta

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5)

Sole Voting Power
4,708,859

 

6)

Shared Voting Power
0

 

7)

Sole Dispositive Power
4,708,859

 

8)

Shared Dispositive Power
0

 

 

9)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,708,859

 

 

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11)

Percent of Class Represented by Amount in Row (9)
7.2%

 

 

12)

Type of Reporting Person
CO

 

2


 

 

1)

Name of Reporting Person
TBG Limited

 

 

2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3)

SEC Use Only

 

 

4)

Citizenship or Place of Organization
Malta

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5)

Sole Voting Power
4,708,859

 

6)

Shared Voting Power
0

 

7)

Sole Dispositive Power
4,708,859

 

8)

Shared Dispositive Power
0

 

 

9)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,708,859

 

 

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11)

Percent of Class Represented by Amount in Row (9)
7.2%

 

 

12)

Type of Reporting Person
CO

 

3


 

 

1)

Name of Reporting Person
Georg Heinrich Thyssen-Bornemisza

 

 

2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3)

SEC Use Only

 

 

4)

Citizenship or Place of Organization
Switzerland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5)

Sole Voting Power
0

 

6)

Shared Voting Power
4,708,859

 

7)

Sole Dispositive Power
0

 

8)

Shared Dispositive Power
4,708,859

 

 

9)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,708,859

 

 

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11)

Percent of Class Represented by Amount in Row (9)
7.2%

 

 

12)

Type of Reporting Person
IN

 

4


 

 

1)

Name of Reporting Person
Favorita Holding Limited

 

 

2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3)

SEC Use Only

 

 

4)

Citizenship or Place of Organization
Malta

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5)

Sole Voting Power
0

 

6)

Shared Voting Power
4,708,859

 

7)

Sole Dispositive Power
0

 

8)

Shared Dispositive Power
4,708,859

 

 

9)

Aggregate Amount Beneficially Owned by Each Reporting Person
4,708,859

 

 

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11)

Percent of Class Represented by Amount in Row (9)
7.2%

 

 

12)

Type of Reporting Person
CO

 

5


 

Item 1.

 

(a)

Name of Issuer
IHS INC.

 

(b)

Address of Issuer’s Principal Executive Offices
15 Inverness Way East, Englewood, CO  80112

 

Item 2.

 

(a)

Names of Persons Filing
Conscientia Investment Limited

TBG Limited

Georg Heinrich Thyssen-Bornemisza

Favorita Holding Limited

 

(b)

Address of Principal Business Office or, if none, Residence
c/o IHS Inc., 15 Inverness Way East, Englewood, CO  80112

 

(c)

Citizenship
Conscientia Investment Limited, a Malta company

TBG Limited, a Malta company

Georg Heinrich Thyssen-Bornemisza, a citizen of Switzerland

Favorita Holding Limited, a Malta company

 

(d)

Title of Class of Securities
Class A Common Stock

 

(e)

CUSIP Number
451734107

 

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)

o

Broker or dealer registered under section 15 of the Act;

 

(b)

o

Bank as defined in section 3(a)(6) of the Act;

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act;

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940;

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(l)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o

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;

 

(j)

o

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d–1(b)(l)(ii)(K).

 

6


 

Item 4.

Ownership

 

Conscientia Investment Limited:

 

(a)

Amount beneficially owned:   

4,708,859

 

Conscientia Investment Limited is filing in its capacity as the record and beneficial owner of an aggregate of 4,708,859 shares of Class A Common Stock.

 

(b)

Percent of class:   

7.2%

 

(c)

 

 

 

 

(i)

Sole power to vote or direct the vote:   

4,708,859

 

 

(ii)

Shared power to vote or direct the vote:    

0

 

 

(iii)

Sole power to dispose or direct the disposition of:   

4,708,859

 

 

(iv)

Shared power to dispose or direct the disposition of:   

0

 

 

TBG Limited:

 

a)

Amount beneficially owned:   

4,708,859

 

TBG Limited is filing solely in its capacity as the direct parent of Conscientia Investment Limited, which is the record and beneficial owner of an aggregate of 4,708,859 shares of Class A Common Stock.

 

(b)

Percent of class:   

7.2%

 

(c)

 

 

 

 

(i)

Sole power to vote or direct the vote:   

4,708,859

 

 

(ii)

Shared power to vote or direct the vote:    

0

 

 

(iii)

Sole power to dispose or direct the disposition of:   

4,708,859

 

 

(iv)

Shared power to dispose or direct the disposition of:   

0

 

7


 

 

Georg Heinrich Thyssen-Bornemisza:

 

a)

Amount beneficially owned:   

4,708,859

 

George Heinrich Thyssen-Bornemisza is filing solely in his capacity as the sole beneficiary of the TB Continuity II Trust, a Cayman Islands Trust, which is the owner of 100% of the shares of Favorita Holding Limited (except for one non-voting and non-participating share which is owned by Kaszony Limited, a Malta company, in its capacity as the sole trustee of the TB Continuity II Trust).  Favorita Holding Limited is the owner of 100% of the shares of TBG Limited (except for one non-voting and non-participating share which is owned by Kaszony Limited, a Malta company, in its capacity as the sole trustee of the TB Continuity II Trust). TBG Limited is the parent of Conscientia Investment Limited, which is the record and beneficial owner of an aggregate of 4,708,859 shares of Class A Common Stock.  Mr. Thyssen-Bornemisza disclaims beneficial ownership of the Class A Common Stock owned by Conscientia Investment Limited because he does not have the power to vote or dispose of, or to direct the voting or disposition of, the shares of Class A Common Stock owned by Conscientia Investment Limited.

 

(b)

Percent of class:   

7.2%

 

(c)

 

 

 

 

(i)

Sole power to vote or direct the vote:   

0

 

 

(ii)

Shared power to vote or direct the vote:    

4,708,859

 

 

(iii)

Sole power to dispose or direct the disposition of:  

0

 

 

(iv)

Shared power to dispose or direct the disposition of:  

4,708,859

 

 

Favorita Holding Limited:

 

a)

Amount beneficially owned:   

4,708,859

 

Favorita Holding Limited is filing solely in its capacity as the owner of 100% of the shares of TBG Limited (except for one non-voting and non-participating share which is owned by Kaszony Limited, a Malta company, in its capacity as the sole trustee of the TB Continuity  II Trust, a Cayman Islands Trust).  TBG Limited is the parent of Conscientia Investment Limited, which is the record and beneficial owner of an aggregate of 4,708,859 shares of Class A Common Stock.

 

(b)

Percent of class:   

7.2%

 

(c)

 

 

 

 

(i)

Sole power to vote or direct the vote:   

0

 

 

(ii)

Shared power to vote or direct the vote:    

4,708,859

 

 

(iii)

Sole power to dispose or direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or direct the disposition of:   

4,708,859

 

8


 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

See Item 4.

 

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.

 

9


 

Item 10.

Certification

 

Not applicable.

 

SIGNATURES

 

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.

 

June 25, 2012

CONSCIENTIA INVESTMENT LIMITED

 

 

 

 

 

By:

/s/ Clifford Thring

 

Name:

Clifford Thring

 

Title:

Attorney-in-Fact for Conscientia Investments Limited

 

 

 

 

 

TBG LIMITED

 

 

 

 

 

By:

/s/ Clifford Thring

 

Name:

Clifford Thring

 

Title:

Attorney-in-Fact for TBG Limited

 

 

 

 

 

GEORG HEINRICH THYSSEN-BORNEMISZA

 

 

 

 

 

By:

/s/ Clifford Thring

 

Name:

Clifford Thring

 

Title:

Attorney-in-Fact for Georg Heinrich Thyssen-Bornemisza

 

 

 

 

 

FAVORITA HOLDING LIMITED

 

 

 

 

 

By:

/s/ Clifford Thring

 

Name:

Clifford Thring

 

Title:

Attorney-in-Fact for Favorita Holding Limited

 

10


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

24.1

 

Power of Attorney of Conscientia Investment Limited (incorporated by reference to Exhibit 24.2 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011)

24.2

 

Power of Attorney of TBG Limited (incorporated by reference to Exhibit 24.3 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011)

24.3

 

Power of Attorney of Georg Heinrich Thyssen-Bornemisza (also known as Giorgio Enrico Thyssen-Bornemisza) (incorporated by reference to Exhibit 24.4 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011)

24.4

 

Power of Attorney of Favorita Holding Limited (incorporated by reference to Exhibit 24.5 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011)

99.1

 

Joint Filing Agreement and Power of Attorney, dated May 10, 2006, among Urpasis Investments Limited, Thybo Trustees Limited, Urvanos Investments Limited, Tornabuoni Limited, TBG Holdings NV, Georg Heinrich Thyssen-Bornemisza, Claus Hipp, Thyssen Bornemisza Continuity Trust, Donald S. Perkins and Hans Peter Schaer (incorporated by reference to Exhibit A to the Schedule 13G/A filed by Urvanos Investments Limited on May 21, 2007)

99.2

 

Joinder Agreement, dated May 18, 2007, of Favorita Holding Limited (incorporated by reference to Exhibit B to the Schedule 13G/A filed by Urvanos Investments Limited on May 21, 2007)

99.3

 

Joinder Agreement, dated March 22, 2011, of Conscientia Investment Limited (incorporated by reference to Exhibit 99.3 to the Schedule 13G/A filed by Urvanos Investments Limited on March 24, 2011)

 

11