Filing Details
- Accession Number:
- 0001193125-17-262215
- Form Type:
- 13D Filing
- Publication Date:
- 2017-08-18 16:02:36
- Filed By:
- Glory Investments B Ltd
- Company:
- Genpact Ltd (NYSE:G)
- Filing Date:
- 2017-08-18
- SEC Url:
- 13D Filing
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 | 13,656,210 | 0 | 13,656,210 | 13,656,210 | 7.08% |
Glory Investments B Limited | 0 | 57,750,678 | 0 | 57,750,678 | 57,750,678 | 29.9% |
Glory Investments IV Limited | 0 | 1,589,676 | 0 | 1,589,676 | 1,589,676 | 0.82% |
Glory Investments IV-B Limited | 0 | 119,702 | 0 | 119,702 | 119,702 | 0.06% |
RGIP | 0 | 50,812 | 0 | 50,812 | 50,812 | 0.03% |
GIC Private Limited | 0 | 8,892,451 | 0 | 8,892,451 | 8,892,451 | 4.61% |
GIC Special Investments Pte. Ltd | 0 | 8,661,476 | 0 | 8,661,476 | 8,661,476 | 4.49% |
Twickenham Investment Private Limited | 0 | 8,661,476 | 0 | 8,661,476 | 8,661,476 | 4.49% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
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, 10th 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)
August 18, 2017
(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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
13,656,2101 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
13,656,2101 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,656,2101 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.08%2 | |||||
14 | TYPE OF REPORTING PERSON
CO |
1 | Does not include Common Shares held by any other Reporting Person. |
2 | Percentage calculated based on 192,903,452 Common Shares outstanding as of July 28, 2017, as reported in the Issuers prospectus supplement filed with the U.S. Securities and Exchange Commission (SEC) on August 16, 2017. |
2
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
57,750,6781 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
57,750,6781 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,750,6781 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.9%2 | |||||
14 | TYPE OF REPORTING PERSON
CO |
1 | Includes (i) 13,656,210 Common Shares held by Glory Investments A Limited, (ii) 33,672,802 Common Shares held by Glory Investments B Limited, (iii) 1,589,676 Common Shares held by Glory Investments IV Limited, (iv) 119,702 Common Shares held by Glory Investments IV-B Limited, (v) 50,812 Common Shares held by RGIP, LP and (vi) 8,661,476 Common Shares held by Twickenham Investment Private Limited. |
2 | Percentage calculated based on 192,903,452 Common Shares outstanding as of July 28, 2017, as reported in the Issuers prospectus supplement filed with the SEC on August 16, 2017. |
3
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,589,6761 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,589,6761 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,6761 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.82%2 | |||||
14 | TYPE OF REPORTING PERSON
CO |
1 | Does not include Common Shares held by any other Reporting Person. |
2 | Percentage calculated based on 192,903,452 Common Shares outstanding as of July 28, 2017, as reported in the Issuers prospectus supplement filed with the SEC on August 16, 2017. |
4
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
119,7021 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
119,7021 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,7021 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%2 | |||||
14 | TYPE OF REPORTING PERSON
CO |
1 | Does not include Common Shares held by any other Reporting Person. |
2 | Percentage calculated based on 192,903,452 Common Shares outstanding as of July 28, 2017, as reported in the Issuers prospectus supplement filed with the SEC on August 16, 2017. |
5
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
50,8121 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
50,8121 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,8121 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%2 | |||||
14 | TYPE OF REPORTING PERSON
PN |
1 | Does not include Common Shares held by any other Reporting Person. |
2 | Percentage calculated based on 192,903,452 Common Shares outstanding as of July 28, 2017, as reported in the Issuers prospectus supplement filed with the SEC on August 16, 2017. |
6
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
8,892,4511 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
8,892,4511 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,892,4511 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.61%2 | |||||
14 | TYPE OF REPORTING PERSON
CO |
1 | Includes 230,975 Common Shares registered in the name of GIC Private Limited and 8,661,476 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 192,903,452 Common Shares outstanding as of July 28, 2017, as reported in the Issuers prospectus supplement filed with the SEC on August 16, 2017. |
7
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
8,661,4761 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
8,661,4761 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,661,4761 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.49%2 | |||||
14 | TYPE OF REPORTING PERSON
CO |
1 | Includes 8,661,476 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 192,903,452 Common Shares outstanding as of July 28, 2017, as reported in the Issuers prospectus supplement filed with the SEC on August 16, 2017. |
8
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 | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
8,661,4761 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
8,661,4761 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,661,4761 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.49%2 | |||||
14 | TYPE OF REPORTING PERSON
CO |
1 | Does not include Common Shares held by the Glory Entities or RGIP. |
2 | Percentage calculated based on 192,903,452 Common Shares outstanding as of July 28, 2017, as reported in the Issuers prospectus supplement filed with the SEC on August 16, 2017. |
9
This Amendment No. 1 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 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. 1, 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:
(a) GIC was previously named Government of Singapore Investment Corporation Pte. Ltd.
(b) The address of the principal business office of each of the Glory Entities is Suite 110, 10th Floor, Ebene Heights Building, 34 Ebene Cybercity, Ebene, Mauritius.
The general partner of RGIP, LP is RGIP GP, LLC.
Pursuant to an agreement among Glory A, Glory B, Glory IV and Glory IV-B dated August 11, 2017, Glory B replaced Glory TA as the Investors Representative for each of the Genpact Investors.
(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, RGIP and Twickenham have entered into the Investor Agreement and Shareholder Agreement and by virtue of the nature of the transaction contemplated therein (as described in Item 4), (i) the Genpact Investors 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 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 57,981,653 Common Shares or 30.06% 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 August 18, 2017, 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) Not Applicable.
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 August 14, 2017, 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 $28.72 per share. The transaction closed on August 18, 2017. The Selling Shareholders sold the following Common Shares pursuant to the Underwriting Agreement:
Selling Shareholder | Number of Common Shares Sold | |||
Glory A | 2,366,768 | |||
Glory B | 5,835,854 | |||
Glory IV | 275,508 | |||
Glory IV-B | 20,744 | |||
Twickenham | 1,501,126 |
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 August 14, 2017 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 G | Underwriting Agreement, dated August 14, 2017, 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 August 16, 2017). | |
Exhibit H | 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 August 16, 2017). |
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: August 18, 2017
Glory Investments A Limited | ||||
By: | /s/ Xie Fei Pang Wong Lin | |||
Name: | Xie Fei Pang Wong Lin | |||
Title: | Director | |||
Glory Investments B Limited | ||||
By: | /s/ Xie Fei Pang Wong Lin | |||
Name: | Xie Fei Pang Wong Lin | |||
Title: | Director | |||
Glory Investments IV Limited | ||||
By: | /s/ Xie Fei Pang Wong Lin | |||
Name: | Xie Fei Pang Wong Lin | |||
Title: | Director | |||
Glory Investments IV-B Limited | ||||
By: | /s/ Xie Fei Pang Wong Lin | |||
Name: | Xie Fei Pang Wong Lin | |||
Title: | Director |
RGIP, LP | ||||
By: | RGIP GP, LLC, its general partner | |||
By: | /s/ Al Rose | |||
Name: | Al Rose | |||
Title: | Managing Member | |||
GIC Private Limited | ||||
By: | /s/ Jimmy Teo | |||
Name: | Jimmy Teo | |||
Title: | Senior Vice President | |||
By: | /s/ Celine Loh | |||
Name: | Celine Loh | |||
Title: | Senior Vice President | |||
GIC Special Investments Pte. Ltd. | ||||
By: | /s/ Deanna Ong | |||
Name: | Deanna Ong | |||
Title: | Director | |||
Twickenham Investment Private Limited | ||||
By: | /s/ Ng Bee In | |||
Name: | Ng Bee In | |||
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, 10th Floor Ebene Heights Building, 34 Ebene Cybercity Ebene, Mauritius |
Xie Fei Pang Wong Lin, Fellow of the Association of Chartered Certified Accountants, member of the Society of Trusts and Estate Practitioners, Bain Capital Mauritius, Suite 110, 10th 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 | |||
Ng Bee In | 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 | |||
Lim Hng Kiang | Ministry of Trade & Industry 100 High Street #10-01 The Treasury Singapore 179434 | Minister for Trade & Industry (Trade) | Singapore Citizen | |||
Heng Swee Keat | Ministry of Finance 100 High Street #10-01 The Treasury Singapore 179434 | Minister for Finance | 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 | |||
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 | |||
Peter Seah Lim Huat | 12 Marina Boulevard Marina Bay Financial centre Tower 3, Level 45 Singapore 018982 | Chairman, DBS Group Holdings Ltd | Singapore Citizen |
Chew Choon Seng | c/o 168 Robinson Road #37-01 Capital Tower Singapore 068912 | Former Chairman, Singapore Exchange Ltd | Singapore Citizen | |||
Ang Kong Hua | 30 Hill Street #05-04 Singapore 179360 | Chairman, Sembcorp Industries Ltd | Singapore Citizen | |||
Hsieh Fu Hua | 80 Raffles Place #06-00 UOB Plaza 1 Singapore 048624 | Chairman, UOB Group | 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 | |||
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 G | Underwriting Agreement, dated August 14, 2017, 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 August 16, 2017). |
Exhibit H | 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 August 16, 2017). |