Filing Details

Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0001193125-19-158469)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

6,554,802¹

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

6,554,802¹

Accession Number:: 0001193125-19-158469
Form Type:: 13D Filing
Publication Date:: 2019-05-28 17:13:03

Filed By:: Glory Investments B Ltd
Company:: Genpact Ltd (NYSE:G)
Filing Date:: 2019-05-28
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Glory Investments A Limited	0	6,554,802	0	6,554,802	6,554,802	3.44%
Glory Investments B Limited	0	27,699,866	0	27,699,866	27,699,866	14.56%
Glory Investments IV Limited	0	763,026	0	763,026	763,026	0.40%
Glory Investments IV-B Limited	0	57,460	0	57,460	57,460	0.03%
RGIP	50,812	0	50,812	0	50,812	0.03%
GIC Private Limited	0	4,393,033	0	4,393,033	4,393,033	2.31%
GIC Special Investments Pte. Ltd	0	4,162,058	0	4,162,058	4,162,058	2.19%
Twickenham Investment Private Limited	0	4,162,058	0	4,162,058	4,162,058	2.19%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

Genpact Limited

(Name of Issuer)

Common Shares, $0.01 par value per share

(Title of Class of Securities)

G3922B107

(CUSIP Number)

Glory Investments B Limited

Suite 110, 10^th Floor

Ebene Heights Building

34 Ebene Cybercity

Ebene, Mauritius

(230) 468 1320

GIC Private Limited

168, Robinson Road

#37-01, Capital Tower

Singapore 068912

+65 6889 8888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 24, 2019

(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 ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7(b) for other parties to whom copies are to be sent.

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

The information required on 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 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. G3922B107		13D


1		NAME OF REPORTING PERSON: Glory Investments A Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0651998
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius

1	Does not include Common Shares held by any other Reporting Person.

2	Percentage calculated based on 190,310,239 Common Shares outstanding as of May 16, 2019, as reported in the Issuers prospectus supplement filed with the U.S. Securities and Exchange Commission (SEC) on May 23, 2019.


CUSIP No. G3922B107		13D


1		NAME OF REPORTING PERSON: Glory Investments B Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0652001
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius

Includes (i) 6,554,802 Common Shares held by Glory Investments A Limited, (ii) 16,162,520 Common Shares held by Glory Investments B Limited, (iii) 763,026 Common Shares held by Glory Investments IV Limited, (iv) 57,460 Common Shares held by Glory Investments IV-B Limited and (v) 4,162,058 Common Shares held by Twickenham Investment Private Limited.

2	Percentage calculated based on 190,310,239 Common Shares outstanding as of May 16, 2019, as reported in the Issuers prospectus supplement filed with the SEC on May 23, 2019.


CUSIP No. G3922B107		13D


1		NAME OF REPORTING PERSON: Glory Investments IV Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-1067044
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius

1	Does not include Common Shares held by any other Reporting Person.

2	Percentage calculated based on 190,310,239 Common Shares outstanding as of May 16, 2019, as reported in the Issuers prospectus supplement filed with the SEC on May 23, 2019.


CUSIP No. G3922B107		13D


1		NAME OF REPORTING PERSON: Glory Investments IV-B Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 39-2079858
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius

1	Does not include Common Shares held by any other Reporting Person.

2	Percentage calculated based on 190,310,239 Common Shares outstanding as of May 16, 2019, as reported in the Issuers prospectus supplement filed with the SEC on May 23, 2019.


CUSIP No. G3922B107		13D


1		NAME OF REPORTING PERSON: RGIP, LP I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: 04-3328326
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

1	Does not include Common Shares held by any other Reporting Person.

2	Percentage calculated based on 190,310,239 Common Shares outstanding as of May 16, 2019, as reported in the Issuers prospectus supplement filed with the SEC on May 23, 2019.


CUSIP No. G3922B107		13D


1		NAME OF REPORTING PERSON: GIC Private Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: N/A
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore

1	Includes 230,975 Common Shares registered in the name of GIC Private Limited and 4,162,058 Common Shares held through Twickenham Investment Private Limited, but does not include Common Shares held by the Glory Entities (as defined below) or RGIP (as defined below).

2	Percentage calculated based on 190,310,239 Common Shares outstanding as of May 16, 2019, as reported in the Issuers prospectus supplement filed with the SEC on May 23, 2019.


CUSIP No. G3922B107		13D


1		NAME OF REPORTING PERSON: GIC Special Investments Pte. Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: N/A
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore

1	Includes 4,162,058 Common Shares held through Twickenham Investment Private Limited, but does not include Common Shares held by the Glory Entities or RGIP.

2	Percentage calculated based on 190,310,239 Common Shares outstanding as of May 16, 2019, as reported in the Issuers prospectus supplement filed with the SEC on May 23, 2019.


CUSIP No. G3922B107		13D


1		NAME OF REPORTING PERSON: Twickenham Investment Private Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON: N/A
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Singapore

1	Does not include Common Shares held by the Glory Entities or RGIP.

2	Percentage calculated based on 190,310,239 Common Shares outstanding as of May 16, 2019, as reported in the Issuers prospectus supplement filed with the SEC on May 23, 2019.

This Amendment No. 4 to Schedule 13D relates to common shares, par value $0.01 per share (the Common Shares) of the Issuer and amends the initial statement on Schedule 13D filed on November 5, 2012, as amended and supplemented by Amendment No. 1 filed on August 18, 2017, Amendment No. 2 filed on November 20, 2017 and Amendment No. 3 filed on February 19, 2019, filed jointly by each of Glory Investments A Limited, a Mauritius public company limited by shares (Glory A), Glory Investments B Limited, a Mauritius public company limited by shares (Glory B), Glory Investments IV Limited, a Mauritius private company limited by shares (Glory IV), Glory Investments IV-B Limited, a Mauritius private company limited by shares (Glory IV-B), RGIP, LP, a Delaware limited partnership (RGIP), GIC Private Limited, a private company limited by shares organized under the laws of the Republic of Singapore (GIC), GIC Special Investments Pte. Ltd., a private company limited by shares organized under the laws of the Republic of Singapore (GICSI), and Twickenham Investment Private Limited, a private company limited by shares organized under the laws of the Republic of Singapore (Twickenham), (each a Reporting Person and, collectively, the Reporting Persons) relating to the Common Shares (the Initial Statement and, together with this Amendment No. 3, the Schedule 13D). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. Glory A, Glory B, Glory IV and Glory IV-B are collectively referred to herein as the Glory Entities.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended as follows:

(b) On May 24, 2019, the Genpact Investors and the Investors Representative entered into Amendment No. 1 to the Investor Agreement (the Investor Agreement Amendment) to remove RGIP as a party to the Investor Agreement such that the Investors Representative will no longer be agent, proxy and attorney-in-fact with respect to RGIP or its Common Shares. As such, RGIP will no longer be considered one of the Genpact Investors or a Reporting Person for purposes of this Schedule 13D after the date hereof. The Investor Agreement Amendment is attached hereto as Exhibit M, and any description thereof is qualified in its entirety by reference thereto.

(c) With respect to each of the Reporting Persons, the names of each of (i) the executive officers and directors of such Reporting Person and (ii) the person(s) controlling such Reporting Person, and their respective principal business address, principal business, occupation and citizenship (as applicable), are provided on Schedule A to this Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a), (b) The information required in these paragraphs with respect to each of the Reporting Persons is set forth in Rows 7 through 13 of the cover pages to this Schedule 13D and Item 2(b) and is incorporated herein by reference. Because the Glory Entities and Twickenham are party to the Investor Agreement, and by virtue of the nature of the transaction contemplated therein (as described in Item 4), (i) the Genpact Investors (other than RGIP) could be deemed to be a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Shares, and (ii) each of the Genpact Investors (other than RGIP) and the other persons identified in Item 2(b) may be deemed to beneficially own all of the Common Shares beneficially owned by one another. As noted in Item 2, each of the Reporting Persons disclaims beneficial ownership of any Common Shares beneficially owned by any of the other Reporting Persons or any other person. The Reporting Persons hold an aggregate of 27,930,841 Common Shares or 14.68% of the outstanding Common Shares.

Twickenham is controlled and managed by GICSI, which is in turn wholly-owned by GIC. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, GIC and GICSI may be deemed to beneficially own all of the Common Shares beneficially owned by Twickenham.

(c) On May 24, 2019, Glory A, Glory B, Glory IV, Glory IV-B and Twickenham (collectively, the Selling Shareholders) collectively sold 10,000,000 Common Shares in an underwritten public offering, as further described in Item 6 below.

(d) Not Applicable.

(e) The information set forth in Item 2(b) above is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Underwriting Agreement

On May 21, 2019, the Selling Shareholders entered into an underwriting agreement (the Underwriting Agreement) with the Issuer and Citigroup Global Markets Inc. (the Underwriter), pursuant to which the Underwriter agreed to purchase an aggregate of 10,000,000 Common Shares from the Selling Shareholders at a price of $36.01 per share. The transaction closed on May 24, 2019. The Selling Shareholders sold the following Common Shares pursuant to the Underwriting Agreement:


Selling Shareholder	Number of Common Shares Sold
Glory A		2,367,136
Glory B		5,836,760
Glory IV		275,550
Glory IV-B		20,748
Twickenham		1,499,806

Lock-up Agreement

In connection with the Underwriting Agreement, each of the Selling Shareholders entered into a lock-up agreement (the Lock-up Agreement) with the Underwriter. Under the Lock-up Agreement, each Reporting Person agreed not to sell or transfer any Common Shares, or securities convertible into or exercisable or exchangeable for Common Shares, for 30 days after May 21, 2019 without first obtaining the written consent of the Underwriter.

The summaries of the Underwriting Agreement and Lock-up Agreement contained in this Item 6 are qualified in their entirety by reference to the Underwriting Agreement and the Lock-up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:


Exhibit M		Amendment No. 1, dated May 24, 2019, to the Investor Agreement dated October 25, 2012, by and among Glory A, Glory B, Glory IV, Glory IV-B, RGIP and Twickenham.

Exhibit N		Underwriting Agreement, dated May 21, 2019, by and among the Issuer, the Selling Shareholders and the Underwriter (incorporated by reference to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2019).

Exhibit O		Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2019).

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.

Date: May 28, 2019


Glory Investments A Limited

By:	/s/ Heerdaye Jugbandhan
	Name:	Heerdaye Jugbandhan
	Title:	Director

Glory Investments B Limited

By:	/s/ Heerdaye Jugbandhan
	Name:	Heerdaye Jugbandhan
	Title:	Director

Glory Investments IV Limited

By:	/s/ Heerdaye Jugbandhan
	Name:	Heerdaye Jugbandhan
	Title:	Director

Glory Investments IV-B Limited

By:	/s/ Heerdaye Jugbandhan
	Name:	Heerdaye Jugbandhan
	Title:	Director

RGIP, LP



		RGIP GP, LLC, its general partner

		/s/ Al Rose
		Name:				Al Rose
		Title:				Managing Member


GIC Private Limited

By:	/s/ Celine Loh Sze Ling
	Name:	Celine Loh Sze Ling
	Title:	Senior Vice President

By:	/s/ Toh Tze Meng
	Name:	Toh Tze Meng
	Title:	Senior Vice President

GIC Special Investments Pte. Ltd.

By:	/s/ Chan Hoe Yin
	Name:	Chan Hoe Yin
	Title:	Director


Twickenham Investment Private Limited

By:	/s/ Amit Kunal
	Name:	Amit Kunal
	Title:	Director

SCHEDULE A

Executive Officers, Directors and Control Persons of the Reporting Persons

The following are each of the directors of Glory Investments A Limited, Glory Investments B Limited, Glory Investments IV Limited and Glory Investments IV-B Limited:

Heerdaye Jugbandhan, Fellow of the Association of Chartered Certified Accountants UK, member of Chartered Institute of Securities & Investment UK, International Fiscal Association and Mauritius Institute of Directors, Bain Capital Mauritius, Suite 110, 10^th Floor Ebene Heights Building, 34 Ebene Cybercity Ebene, Mauritius

Numesh Nunkoo, Member of the Association of Chartered Certified Accountants UK, member of Chartered Institute of Securities & Investment UK, Mauritius Institute of Professional Accountants, Bain Capital Mauritius, Suite 110, 10^th Floor Ebene Heights Building, 34 Ebene Cybercity Ebene, Mauritius

James Henry Hildebrandt, Managing Director, Bain Capital, 51/F Cheung Kong Center, 2 Queens Road Central, Hong Kong

The following are each of the executive officers and directors of Twickenham Investment Private Limited and their respective address, occupation and citizenship:


Name	Address	Principal Occupation	Citizenship
Amit Kunal	168 Robinson Road #37-01 Capital Tower Singapore 068912	Senior Vice President, GIC Special Investments Private Limited	Singapore Citizen

Matthew Lim Oon Su	168 Robinson Road #37-01 Capital Tower Singapore 068912	Senior Vice President, GIC Special Investments Private Limited	Singapore Permanent Resident

The following are each of the executive officers and directors of GIC Special Investments Pte. Ltd. and their respective address, occupation and citizenship:


Name	Address	Principal Occupation	Citizenship
Dr Jeffrey Jaensubhakij	168 Robinson Road #37-01 Capital Tower Singapore 068912	Group Chief Investment Officer, GIC	Singapore Citizen

Chan Hoe Yin	168 Robinson Road #37-01 Capital Tower Singapore 068912	Director, Investment Services Private Markets & Finance, GIC	Singapore Citizen

Lim Chow Kiat	168 Robinson Road #37-01 Capital Tower Singapore 068912	Chief Executive Officer, GIC	Singapore Citizen

Deanna Ong Aun Nee	168 Robinson Road #37-01 Capital Tower Singapore 068912	Chief People Officer (HR), GIC	Singapore Citizen

The following are each of the executive officers and directors of GIC Private Limited and their respective address, occupation and citizenship:


Name	Address	Principal Occupation	Citizenship
Lee Hsien Loong	Prime Ministers Office Istana Annexe Singapore 238823	Prime Minister	Singapore Citizen

Teo Chee Hean	Ministry of Home Affairs New Phoenix Park 28 Irrawaddy Road Singapore 329560	Deputy Prime Minister & Coordinating Minister for National Security	Singapore Citizen

Tharman Shanmugaratnam	Ministry of Finance 100 High Street #10-01 The Treasury Singapore 179434	Deputy Prime Minister & Coordinating Minister for Economic & Social Policies	Singapore Citizen

Lim Hng Kiang	Ministry of Trade & Industry 100 High Street #10-01 The Treasury Singapore 179434	Special Advisor to Ministry of Trade & Industry	Singapore Citizen

Heng Swee Keat	Ministry of Finance 100 High Street #10-01 The Treasury Singapore 179434	Minister for Finance	Singapore Citizen

Lawrence Wong	5 Maxwell Road #21-00 & #22-00 Tower Block, MND Complex Singapore 069110	Minister for National Development and Second Minister for Finance	Singapore Citizen

Peter Seah Lim Huat	12 Marina Boulevard Marina Bay Financial Centre Tower 3, Level 45 Singapore 018982	Chairman, DBS Group Holdings Ltd	Singapore Citizen

Ang Kong Hua	30 Hill Street #05-04 Singapore 179360	Chairman, Sembcorp Industries Ltd	Singapore Citizen

Chew Choon Seng	c/o 168 Robinson Road #37-01 Capital Tower Singapore 068912	Former Chairman, Singapore Exchange Ltd	Singapore Citizen

Hsieh Fu Hua	National University of Singapore University Hall Lee Kong Chian Wing, UHL #06-01 21 Lower Kent Ridge Road Singapore 119077	Secretariat of the Board of Trustees	Singapore Citizen

Loh Boon Chye	2 Shenton Way #02-02 SGX Centre 1 Singapore 068804	Chief Executive Officer, Singapore Exchange Ltd	Singapore Citizen


Gautam Banerjee	Marina Bay Financial Centre Tower 2 Suite 13-01/02, Marina Boulevard Singapore 018983	Chairman, Blackstone Singapore	Singapore Citizen

S. Dhanabalan	60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891	Member, Council of Presidential Advisers	Singapore Citizen

Koh Boon Hwee	c/o 03-13 Orchard Parade Hotel 1 Tanglin Road Singapore 247905	Chairman, Credence Partners Pte Ltd	Singapore Citizen

Dr Tony Tan Keng Yam	Office of Honorary Patron and Distinguished Senior Fellow Singapore Management University Admin Building, Level 8 81 Victoria Street Singapore 188065	Special Advisor, GIC	Singapore Citizen

Seck Wai Kwong	168 Robinson Road #33-01 Capital Tower Singapore 068912	Chief Executive Officer, Asia Pacific State Street Bank and Trust Company	Singapore Citizen

Lim Chow Kiat	168 Robinson Road #37-01 Capital Tower Singapore 068912	Chief Executive Officer, GIC	Singapore Citizen

Dr Jeffrey Jaensubhakij	168 Robinson Road #37-01 Capital Tower Singapore 068912	Group Chief Investment Officer, GIC	Singapore Citizen

INDEX TO EXHIBITS


Exhibit M		Amendment No. 1, dated May 24, 2019, to the Investor Agreement dated October 25, 2012, by and among Glory A, Glory B, Glory IV, Glory IV-B, RGIP and Twickenham.

Exhibit N		Underwriting Agreement, dated May 21, 2019, by and among the Issuer, the Selling Shareholders and the Underwriter (incorporated by reference to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2019).

Exhibit O		Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2019).