SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Spark Networks plc
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(Name of Issuer)
Ordinary Shares, par value 0.01 pound per share
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(Title of Class of Securities)
G8305M109
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(CUSIP Number)
Tiger Global Management, LLC
101 Park Avenue, 48th Floor
New York, New York 10178
(212) 984-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 2007
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
CUSIP No. G8305M109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Management, LLC(1)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,288,308(1)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,288,308(1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,308(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES(2) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14. TYPE OF REPORTING PERSON
OO
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(1) Tiger Global Management, LLC specifically disclaims beneficial ownership in
the Shares reported herein except to the extent of its pecuniary interest
therein.
(2) As described in Items 3, 4 and 5 below, Tiger Global Management, LLC may be
deemed to be part of a group with the Great Hill Entities (as defined below)
pursuant to the terms of the Share Purchase Agreement (as defined below). Tiger
Global Management, LLC does not affirm to be part of a group and expressly
disclaims beneficial ownership of the Ordinary Shares (as defined herein), in
the aggregate, beneficially owned by the Great Hill Entities (including global
depositary shares representing Ordinary Shares). Accordingly, such Ordinary
Shares are not included in the amounts specified by Tiger Global Management, LLC
above.
CUSIP No. G8305M109
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles P. Coleman III (3)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,288,308(3)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,288,308(3)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,288,308(3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(4) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14. TYPE OF REPORTING PERSON
IN
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(3) Charles P. Coleman III specifically disclaims beneficial ownership in the
Shares reported herein except to the extent of his pecuniary interest therein.
(4) As described in Items 3, 4 and 5 below, Charles P. Coleman III may be deemed
to be part of a group with the Great Hill Entities (as defined below) pursuant
to the terms of the Share Purchase Agreement (as defined below). Charles P.
Coleman III does not affirm to be part of a group and expressly disclaims
beneficial ownership of the Ordinary Shares (as defined herein), in the
aggregate, beneficially owned by the Great Hill Entities (including global
depositary shares representing Ordinary Shares). Accordingly, such Ordinary
Shares are not included in the amounts specified by Mr. Coleman above.
CUSIP No. G8305M109
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, L.P. (5)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
855,140(5)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
855,140(5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
855,140(5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(6) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14. TYPE OF REPORTING PERSON
PN
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(5) Tiger Global, L.P. specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(6) As described in Items 3, 4 and 5 below, Tiger Global, L.P. may be deemed to
be part of a group with the Great Hill Entities (as defined below) pursuant to
the terms of the Share Purchase Agreement (as defined below). Tiger Global, L.P.
does not affirm to be part of a group and expressly disclaims beneficial
ownership of the Ordinary Shares (as defined herein), in the aggregate,
beneficially owned by the Great Hill Entities (including global depositary
shares representing Ordinary Shares). Accordingly, such Ordinary Shares are not
included in the amounts specified by Tiger Global, L.P. above.
CUSIP No. G8305M109
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global II, L.P. (7)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
20,372(7)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
20,372(7)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,372(7)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES(8) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14. TYPE OF REPORTING PERSON
PN
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(7) Tiger Global II, L.P. specifically disclaims beneficial ownership in the
Shares reported herein except to the extent of its pecuniary interest therein.
(8) As described in Items 3, 4 and 5 below, Tiger Global II, L.P. may be deemed
to be part of a group with the Great Hill Entities (as defined below) pursuant
to the terms of the Share Purchase Agreement (as defined below). Tiger Global
II, L.P. does not affirm to be part of a group and expressly disclaims
beneficial ownership of the Ordinary Shares (as defined herein), in the
aggregate, beneficially owned by the Great Hill Entities (including global
depositary shares representing Ordinary Shares). Accordingly, such Ordinary
Shares are not included in the amounts specified by Tiger Global II, L.P. above.
CUSIP No. G8305M109
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, Ltd. (9)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
412,796(9)
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
412,796(9)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,796(9)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARESv(10) [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14. TYPE OF REPORTING PERSON
CO
----------
(9) Tiger Global, Ltd. specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(10) As described in Items 3, 4 and 5 below, Tiger Global, Ltd. may be deemed to
be part of a group with the Great Hill Entities (as defined below), pursuant to
the terms of the Share Purchase Agreement (as defined below). Tiger Global, Ltd.
does not affirm to be part of a group and expressly disclaims beneficial
ownership of the Ordinary Shares (as defined herein), in the aggregate,
beneficially owned by the Great Hill Entities (including global depositary
shares representing Ordinary Shares). Accordingly, such Ordinary Shares are not
included in the amounts specified by Tiger Global, Ltd. above.
CUSIP No. G8305M109
---------
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Item 1. Security and Issuer.
This statement on Schedule 13D (the "Schedule 13D") relates to the ordinary
shares, par value 0.01 pound per share (the "Ordinary Shares"), of Spark
Networks plc, a public limited company registered in England and Wales under
number 3628907 whose registered office is located at 24-26 Arcadia Avenue,
Finchley Central, London N3 2JU, England (the "Issuer"), whose principal
executive offices are located at 8383 Wilshire Boulevard, Suite 800, Beverly
Hills, California, 90211.
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Item 2. Identity and Background.
(a-c, f) This Amendment No. 2 to this statement is being filed solely to
report transactions in Ordinary Shares which took place on January 17, 2007 and
January 18, 2007. This Schedule 13D is being filed on behalf of: (I) Tiger
Global, L.P., a Delaware limited partnership ("TGLP"); (ii) Tiger Global II,
L.P., a Delaware limited partnership ("TGII"); (iii) Tiger Global, Ltd., a
Cayman Islands exempted company ("TGLTD", and together with TGLP and TGII, the
"Tiger Global Funds"); (iv) Tiger Global Management, LLC, a Delaware limited
liability company ("TGM", and together with the Tiger Global Funds, the "Tiger
Global Entities"); and (v) Charles P. Coleman III (together with Tiger Global
Entities, the "Reporting Persons"). Mr. Coleman is a citizen of the United
States.
The Tiger Global Funds are each a private investment fund. TGM acts as the
management company to TGLP and TGII and acts as investment manager to TGLTD. Mr.
Coleman is the managing member of TGM. The principal business office of TGLP,
TGII, TGM and Mr. Coleman is c/o Tiger Global Management, LLC, 101 Park Avenue,
48th Floor, New York, New York 10178. The principal office of TGLTD is c/o Citco
Fund Services (Curacao) N.V., Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles.
(d) None of the Reporting Persons, individually or collectively, has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, 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 finding any
violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
On December 1, 2005, the Tiger Global Funds, Great Hill Investors, LLC,
Great Hill Equity Partners II, LP and Great Hill Affiliate Partners, LP (the
"Initial Great Hill Entities") entered into a share purchase agreement (the
"Initial Share Purchase Agreement") pursuant to which the Initial Great Hill
Entities acquired from the Tiger Global Funds an aggregate of 2,000,000 Ordinary
Shares for a purchase price of $5.35 per share, or $10,700,000 in the aggregate.
As more fully described in Item 4 hereof, on June 13, 2006, the Tiger
Global Funds, Great Hill Investors, LLC and Great Hill Equity Partners III, LP
(the "Subsequent Great Hill Entities" and together with the Initial Great Hill
Entities, the "Great Hill Entities") entered into a share purchase agreement
(the "Subsequent Share Purchase Agreement" and together with the Initial Share
Purchase Agreement, the "Share Purchase Agreements") pursuant to which the
Subsequent Great Hill Entities acquired from the Tiger Global Funds an aggregate
of 3,085,000 Ordinary Shares for a purchase price of $5.50 per share, or
$16,967,500 in the aggregate. A copy of the Share Purchase Agreement was
previously included in Amendment 1 to this schedule as Exhibit A.
The Ordinary Shares are held in accounts beneficially owned by the Tiger
Global Funds. The funds used for the purchase of the Ordinary Shares by the
Partnership came from working capital using contributions made by the investors
in the Tiger Global Funds. The total cost for the Ordinary Shares beneficially
owned by the Reporting Persons is $7,990,226.
No borrowed funds were used to purchase the Ordinary Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
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Item 4. Purpose of Transaction
Voting Arrangements
Pursuant to the terms of the Share Purchase Agreements, for so long as the
Great Hill Entities and their respective affiliates own at least 5% of the
outstanding Ordinary Shares (including Ordinary Shares that are represented by
global depositary shares and any other depositary shares) and any other shares
in the capital of the Issuer entitled to vote on the election of directors)
("Voting Shares"), the Tiger Global Funds agreed that: (x) if at any time a
Great Hill Entity notifies a Tiger Global Fund of its desire and intention to
designate a single director on behalf of all the Great Hill Entities (the "Great
Hill Director") in advance of any meeting of the Issuer's shareholders called to
vote upon for the election of directors, and at all adjournments thereof and in
all other circumstances upon which a vote, consent or approval (including by
written consent) is sought with respect to the election of directors or that is
necessary to elect directors of the Issuer, the Tiger Global Funds agreed to
consent, vote (or cause to be voted) all of its Voting Shares that are owned or
held of record by the Tiger Global Funds, or as to which the Tiger Global Funds
have voting power or in respect of which the Tiger Global Funds can direct,
restrict or control any such voting power (the "Remaining Shares") held, at the
time such consent is sought or meeting is held, to elect such Great Hill
Director; and (y) if at any time a Great Hill Entity notifies a Tiger Global
Fund of its desire and intention to remove or replace a Great Hill Director or
to fill a vacancy caused by the resignation of a Great Hill Director, the Tiger
Global Funds agree to cooperate in causing the requested removal and/or
replacement by voting in the appropriate manner. Pursuant to the Additional
Share Purchase Agreement, the Tiger Global Funds irrevocably granted, and
appointed Michael A. Kumin, and any other person who shall hereafter be
designated by the Great Hill Entities as the Tiger Global Funds' proxy and
attorney (with full power of substitution) to vote all of the Tiger Global
Funds' shares held at the time such consent is sought or meeting is held in any
circumstances where a vote, consent or other approval is sought to elect a Great
Hill Director.
In addition, the Tiger Global Funds agreed not to enter into or exercise
its rights under any voting arrangements with respect to any Remaining Shares or
take any other action, that would in any way restrict, limit or interfere with
the performance of its obligations to vote its Remaining Shares in accordance
with the terms of the Share Purchase Agreements. Pursuant to the terms of the
Share Purchase Agreements, the Tiger Global Funds are not restricted from
selling or otherwise transferring any Remaining Shares or any interest therein
to a third party that is not an affiliate of Tiger Global Funds or the Issuer or
to any affiliate that agrees in writing to be bound by the terms of the Share
Purchase Agreements. The foregoing covenants and obligations of the Tiger Global
Funds terminates after a Great Hill Director (together with any replacements
therefore) has served a single, full term of office of three years, in
accordance with the Issuer's articles and memorandum of association, as in
effect on December 1, 2005 with respect to the Initial Share Purchase Agreement
and June 13, 2006 with respect to the Additional Share Purchase Agreement.
In addition, the Tiger Global Funds agreed that, in order to secure all
interest of the Great Hill Entities in the Ordinary Shares purchased under each
applicable share purchase agreement with effect from the date of execution of
the applicable share purchase agreement (the "Execution Date"), each of the
Tiger Global Funds irrevocably appointed Great Hill Partners, LLC to be its
attorney in its name and on its behalf to exercise all or any of the voting and
other rights, powers and privileges attached to the Ordinary Shares (or global
depository shares representing Ordinary Shares) purchased pursuant to the
applicable share purchase agreement. The Tiger Global Funds agreed, following
the applicable Execution Date, not to exercise all or any of the voting and
other rights, powers and privileges attached to the Ordinary Shares purchased
pursuant to the applicable share purchase agreement that are registered in its
name.
The Ordinary Shares held by the Reporting Persons were acquired for, and
are being held for, investment purposes only. The acquisitions of the Ordinary
Shares were made in the ordinary course of the Reporting Persons' business or
investment activities, as the case may be.
The Reporting Persons have no plan or proposal which relates to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, TGM may be deemed to beneficially own
1,288,308 Ordinary Shares, constituting approximately 4.2% of the Ordinary
Shares of the Issuer, based upon the number of Ordinary Shares outstanding as of
November 10, 2006 as reported in the Issuer's Form 10-Q filed on November 14,
2006.
TGM has the sole power to vote or direct the vote of 0 Ordinary Shares; has
the shared power to vote or direct the vote of 1,288,308 Ordinary Shares; has
the sole power to dispose or direct the disposition of 0 Ordinary Shares; and
has shared power to dispose or direct the disposition of 1,288,308 Ordinary
Shares.
TGM specifically disclaims beneficial ownership in the Ordinary Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Charles P. Coleman III may be deemed to
beneficially own 1,288,308 Ordinary Shares, constituting approximately 4.2% of
the Ordinary Shares of the Issuer, based upon the number of Ordinary Shares
outstanding as of November 10, 2006 as reported in the Issuer's Form 10-Q filed
on November 14, 2006.
Mr. Coleman has the sole power to vote or direct the vote of 0 Ordinary
Shares; has the shared power to vote or direct the vote of 1,288,308 Ordinary
Shares; has the sole power to dispose or direct the disposition of 0 Ordinary
Shares; and has shared power to dispose or direct the disposition of 1,288,308
Ordinary Shares.
Mr. Coleman specifically disclaims beneficial ownership in the Ordinary
Shares reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, TGLP may be deemed to beneficially own
855,140 Ordinary Shares, constituting approximately 2.8% of the Ordinary Shares
of the Issuer, based upon the number of Ordinary Shares outstanding as of
November 10, 2006 as reported in the Issuer's Form 10-Q filed on November 14,
2006.
TGLP has the sole power to vote or direct the vote of 0 Ordinary Shares;
has the shared power to vote or direct the vote of 855,140 Ordinary Shares; has
the sole power to dispose or direct the disposition of 0 Ordinary Shares; and
has shared power to dispose or direct the disposition of 855,140 Ordinary
Shares.
TGLP specifically disclaims beneficial ownership in the Ordinary Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, TGII may be deemed to beneficially own
20,372Ordinary Shares, constituting approximately 0.1% of the Ordinary Shares of
the Issuer, based upon the number of Ordinary Shares outstanding as of November
10, 2006 as reported in the Issuer's Form 10-Q filed on November 14, 2006.
TGII has the sole power to vote or direct the vote of 0 Ordinary Shares;
has the shared power to vote or direct the vote of 20,372 Ordinary Shares; has
the sole power to dispose or direct the disposition of 0 Ordinary Shares; and
has shared power to dispose or direct the disposition of 20,372 Ordinary Shares.
TGII specifically disclaims beneficial ownership in the Ordinary Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, TGLTD may be deemed to beneficially own
412,796 Ordinary Shares, constituting approximately 1.3% of the Ordinary Shares
of the Issuer, based upon the number of Ordinary Shares outstanding as of
November 10, 2006 as reported in the Issuer's Form 10-Q filed on November 14,
2006.
TGLTD has the sole power to vote or direct the vote of 0 Ordinary Shares;
has the shared power to vote or direct the vote of 412,796 Ordinary Shares; has
the sole power to dispose or direct the disposition of 0 Ordinary Shares; and
has shared power to dispose or direct the disposition of 412,796Ordinary Shares.
TGLTD specifically disclaims beneficial ownership in the Ordinary Shares
reported herein except to the extent of its pecuniary interest therein.
(c) Information set forth in Exhibit B describes any transactions by the
Reporting Persons relating to the Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owner of more than
five percent of the Ordinary Shares on January 17, 2007.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Share Purchase Agreement previously included in Amendment 1 to this
schedule as Exhibit A.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement, dated as of January 25, 2007, by and
among the Reporting Persons.
Exhibit B: The transactions in the Ordinary Shares that were effected by
the Reporting Persons within the past 60 days.
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.
January 25, 2007
-----------------------
(Date)
Tiger Global Management, LLC (11)
By: /s/ Charles P. Coleman III
------------------------------
Name: Charles P. Coleman III
Title: Managing Member
/s/ Charles P. Coleman III (11)
--------------------------
Charles P. Coleman III
Tiger Global, L.P. (11)
By: Tiger Global Performance, LLC, its general partner
By: /s/ Charles P. Coleman III
------------------------------
Name: Charles P. Coleman III
Title: Managing Member
Tiger Global II, L.P. (11)
By: Tiger Global Performance, LLC, its general partner
By: /s/ Charles P. Coleman III
------------------------------
Name: Charles P. Coleman III
Title: Managing Member
Tiger Global, Ltd. (11)
By: Tiger Global Management, LLC, its investment manager
By: /s/ Charles P. Coleman III
------------------------------
Name: Charles P. Coleman III
Title: Director
(11) Each of the Reporting Persons specifically disclaims beneficial ownership
in the Ordinary Shares reported herein except to the extent of the Reporting
Person's pecuniary interest therein.
Exhibit A
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AGREEMENT
---------
The undersigned agree that this Schedule 13D dated January 25, 2007
relating to the Ordinary Shares par value 0.01 pound per share of Spark Networks
plc shall be filed on behalf of the undersigned.
Tiger Global Management, LLC*
By: /s/ Charles P. Coleman III
------------------------------
Name: Charles P. Coleman III
Title: Managing Member
/s/ Charles P. Coleman III *
--------------------------
Charles P. Coleman III
Tiger Global, L.P. *
By: Tiger Global Performance, LLC, its general partner
By: /s/ Charles P. Coleman III
------------------------------
Name: Charles P. Coleman III
Title: Managing Member
Tiger Global II, L.P. *
By: Tiger Global Performance, LLC, its general partner
By: /s/ Charles P. Coleman III
------------------------------
Name: Charles P. Coleman III
Title: Managing Member
Tiger Global, Ltd. *
By: /s/ Charles P. Coleman III
------------------------------
Name: Charles P. Coleman III
Title: Director
* Each of the Reporting Persons specifically disclaims beneficial ownership in
the Ordinary Shares reported herein except to the extent of the Reporting
Person's pecuniary interest therein.
Exhibit B
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TRANSACTIONS IN THE SHARES
--------------------------
Transactions in the Ordinary Shares by Tiger Global, L.P.
Number of Shares
Date of Transaction Purchase/(Sold) Price per Share
------------------- --------------- ---------------
11/27/2006 (159) (euro)4.70
11/28/2006 (593) (euro)4.70
01/03/2007 (3,201) (euro)4.03
01/05/2007 (52) (euro)4.02
01/08/2007 (598) (euro)4.00
01/10/2007 (3,983) (euro)4.00
01/11/2007 (1,542) (euro)4.00
01/15/2007 (664) (euro)4.00
01/17/2007 (74,038) (euro)4.00
01/18/2007 (78,900) (euro)4.00
Transactions in the Ordinary Shares by Tiger Global II, L.P.
Number of Shares
Date of Transaction Purchase/(Sold) Price per Share
------------------- --------------- ---------------
11/27/2006 (3) (euro)4.70
11/28/2006 (13) (euro)4.70
01/03/2007 (70) (euro)4.03
01/05/2007 (1) (euro)4.02
01/08/2007 (14) (euro)4.00
01/10/2007 (96) (euro)4.00
01/11/2007 (37) (euro)4.00
01/15/2007 (16) (euro)4.00
01/17/2007 (1,796) (euro)4.00
Transactions in the Ordinary Shares by Tiger Global, Ltd.
Number of Shares
Date of Transaction Purchase/(Sold) Price per Share
------------------- --------------- ---------------
11/27/2006 (79) (euro)4.70
11/28/2006 (294) (euro)4.70
01/03/2007 (1,588) (euro)4.03
01/05/2007 (24) (euro)4.02
01/08/2007 (288) (euro)4.00
01/10/2007 (1,921) (euro)4.00
01/11/2007 (743) (euro)4.00
01/15/2007 (320) (euro)4.00
01/17/2007 (35,733) (euro)4.00
01/18/2007 (48,100) (euro)4.00
SK 03559 0001 740882