Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

Eros International Plc

(Name of Issuer)

A Ordinary Shares, par value British pound sterling 0.30 per share (A Shares)

(Title of Class of Securities)

G3788M114

(CUSIP Number)

August 4, 2017

(Date of Event which Requires Filing of this Statement)

 

 

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	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 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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Page 2 of 5

CUSIP No.    G3788M114

 

1		NAMES OF REPORTING PERSONS   Temasek Holdings (Private) Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  ☐         (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   2,755,310*
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   2,755,310*
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,755,310*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.9%**
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   HC

*   See Item 4 of this Schedule.

** Based on 47,047,360 A Shares reported by Eros International Plc (the Issuer) as outstanding as of August 1, 2017 in its registration statement on Form F-3 dated, and filed with the Securities and Exchange Commission (SEC) on, August 4, 2017.

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Page 3 of 5

 

Item 1(a).

Name of Issuer:

Eros International Plc

 

 

Item 1(b).

Address of Issuers Principal Executive Offices:

550 County Avenue

Secaucus, New Jersey 07094

United States of America

 

 

Item 2(a).

Name of Person Filing:

Temasek Holdings (Private) Limited (Temasek Holdings).

 

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

60B Orchard Road

#06-18

Tower 2, The Atrium@Orchard

Singapore 238891

 

 

Item 2(c).

Citizenship:

Republic of Singapore

 

 

Item 2(d).

Title of Class of Securities:

A Ordinary Shares, par value British pound sterling 0.30 per share

 

 

Item 2(e).

CUSIP Number:

G3788M114

 

 

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:

Not applicable.

 

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

As of August 8, 2017, 2,755,310 A Shares are beneficially owned by Northbrooks Investments (Mauritius) Pte Ltd (Northbrooks), a wholly-owned subsidiary of Dunearn Investments (Mauritius) Pte Ltd (Dunearn). Dunearn is a wholly-owned subsidiary of Seletar Investments Pte Ltd (Seletar), which in turn is a wholly-owned subsidiary of Temasek Capital (Private) Limited (Temasek Capital), which in turn is a wholly-owned subsidiary of Temasek Holdings. Therefore, as of August 8, 2017, each of Dunearn, Seletar, Temasek Capital and Temasek Holdings may be deemed to beneficially own the 2,755,310 A Shares beneficially owned by Northbrooks.

 

(b)

Percent of class:

As of August 8, 2017, the 2,755,310 A Shares that may be deemed to have been beneficially owned by Temasek Holdings constituted approximately 5.9% of the A Shares outstanding.

All percentage calculations in this Schedule are based on 47,047,360 A Shares reported by the Issuer as outstanding as of August 1, 2017 in its registration statement on Form F-3 dated, and filed with the SEC on, August 4, 2017.

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote:

0

 

(ii)

Shared power to vote or to direct the vote:

2,755,310.

 

 

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Page 4 of 5

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0

 

(iv)

Shared power to dispose or to direct the disposition of:

2,755,310.

 

 

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 5 percent of the class of securities, check the following ☐.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

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.

Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

 

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Page 5 of 5

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.

 

Dated: August 10, 2017						TEMASEK HOLDINGS (PRIVATE) LIMITED
				By:		/s/ Choo Soo Shen Christina
						Name: Choo Soo Shen Christina
						Title: Authorized Signatory