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
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 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%
Filing

 

 

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).