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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
¨
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 (“
Act
”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. G3075 P101
1
|
Name of reporting person.
Canada Pension Plan Investment Board
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a)
x
(b)
¨
|
3
|
SEC use only
|
4
|
Source of funds (see instructions)
OO
|
5
|
Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
¨
|
6
|
Citizenship or place of organization
Canada
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole voting power
1,501,211 shares
|
8
|
Shared voting power
0 shares
|
9
|
Sole dispositive power
1,501,211 shares
|
10
|
Shared dispositive power
0 shares
|
11
|
Aggregate amount beneficially owned by each reporting person
1,501,211 shares (excluding 741,735 shares held indirectly through
CPPIB Epsilon Ontario Limited Partnership, 404,771 Series E non-voting convertible ordinary shares held directly by Canada Pension
Plan Investment Board and 1,192,941 Series C non-voting convertible ordinary shares held directly by Canada Pension Plan Investment
Board)
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨
|
13
|
Percent of class represented by amount in Row (11)
8.4% (excluding 4.1% of the class held indirectly through CPPIB
Epsilon Ontario Limited Partnership)
(1)
|
14
|
Type of reporting person (see instructions)
CO
|
(1)
|
Calculated based on the 17,945,510 Ordinary Shares outstanding as of June 12, 2018, according to information provided by the Issuer to the Reporting Persons.
|
CUSIP No. G3075 P101
1
|
Name of reporting person.
CPPIB Epsilon Ontario Limited Partnership
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a)
x
(b)
¨
|
3
|
SEC use only
|
4
|
Source of funds (see instructions)
OO
|
5
|
Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
¨
|
6
|
Citizenship or place of organization
Canada
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole voting power
741,735 shares
(2)
|
8
|
Shared voting power
0 shares
|
9
|
Sole dispositive power
741,735 shares
(2)
|
10
|
Shared dispositive power
0 shares
|
11
|
Aggregate amount beneficially owned by each reporting person
741,735 shares
(2)
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨
|
13
|
Percent of class represented by amount in Row (11)
4.1%
(2) (3)
|
14
|
Type of reporting person (see instructions)
PN
|
(2)
|
Represents Ordinary Shares directly held by CPPIB Epsilon Ontario Limited Partnership, over which CPPIB Epsilon Ontario Trust, as general partner, holds all voting and disposition rights.
|
(3)
|
Calculated based on the 17,945,510 Ordinary Shares outstanding as of June 12, 2018, according to information provided by the Issuer to the Reporting Persons.
|
CUSIP No. G3075 P101
1
|
Name of reporting person.
CPPIB Epsilon Ontario Trust
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a)
x
(b)
¨
|
3
|
SEC use only
|
4
|
Source of funds (see instructions)
OO
|
5
|
Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
¨
|
6
|
Citizenship or place of organization
Canada
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole voting power
741,735 shares
(4)
|
8
|
Shared voting power
0 shares
|
9
|
Sole dispositive power
741,735 shares
(4)
|
10
|
Shared dispositive power
0 shares
|
11
|
Aggregate amount beneficially owned by each reporting person
741,735 shares
(4)
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨
|
13
|
Percent of class represented by amount in Row (11)
4.1%
(4)(5)
|
14
|
Type of reporting person (see instructions)
OO
|
(4)
|
Represents Ordinary Shares directly held by CPPIB Epsilon Ontario Limited Partnership, over which CPPIB Epsilon Ontario Trust, as general partner, holds all voting and disposition rights.
|
(5)
|
Calculated based on the 17,945,510 Ordinary Shares outstanding as of June 12, 2018, according to information provided by the Issuer to the Reporting Persons.
|
CUSIP No. G3075 P101
1
|
Name of reporting person.
Poul Winslow
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a)
x
(b)
¨
|
3
|
SEC use only
|
4
|
Source of funds (see instructions)
OO
|
5
|
Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
¨
|
6
|
Citizenship or place of organization
Denmark
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole voting power
0 shares
|
8
|
Shared voting power
741,735 shares
(6)
|
9
|
Sole dispositive power
0 shares
|
10
|
Shared dispositive power
741,735 shares
(6)
|
11
|
Aggregate amount beneficially owned by each reporting person
741,735 shares
(6)
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨
|
13
|
Percent of class represented by amount in Row (11)
4.1%
(6)(7)
|
14
|
Type of reporting person (see instructions)
IN
|
(6)
|
Represents Ordinary Shares directly held by CPPIB Epsilon Ontario Limited Partnership, over which CPPIB Epsilon Ontario Trust, as general partner, holds all voting and disposition rights.
|
(7)
|
Calculated based on the 17,945,510 Ordinary Shares outstanding as of June 12, 2018, according to information provided by the Issuer to the Reporting Persons.
|
CUSIP No. G3075 P101
1
|
Name of reporting person.
R. Scott Lawrence
|
2
|
Check the appropriate box if a member of a group (see instructions)
(a)
x
(b)
¨
|
3
|
SEC use only
|
4
|
Source of funds (see instructions)
OO
|
5
|
Check if disclosure of legal proceedings is required pursuant
to items 2(d) or 2(e)
¨
|
6
|
Citizenship or place of organization
Canada
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
Sole voting power
0 shares
|
8
|
Shared voting power
741,735 shares
(8)
|
9
|
Sole dispositive power
0 shares
|
10
|
Shared dispositive power
741,735 shares
(8)
|
11
|
Aggregate amount beneficially owned by each reporting person
741,735 shares
(8)
|
12
|
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨
|
13
|
Percent of class represented by amount in Row (11)
4.1%
(8)(9)
|
14
|
Type of reporting person (see instructions)
IN
|
(8)
|
Represents Ordinary Shares directly held by CPPIB Epsilon Ontario Limited Partnership, over which CPPIB Epsilon Ontario Trust, as general partner, holds all voting and disposition rights.
|
(9)
|
Calculated based on the 17,945,510 Ordinary Shares outstanding as of June 12, 2018, according to information provided by the Issuer to the Reporting Persons.
|
Explanatory Note
This Amendment No. 7
to Schedule 13D (this “
Amendment
”) amends and supplements the Schedule 13D originally filed with the United
States Securities and Exchange Commission on June 3, 2015, as amended on August 28, 2015, March 4, 2016, May 16,
2016, September 15, 2016, November 23, 2016 and April 20, 2018 (as so amended, the “
Original Schedule 13D
”)
to provide updating information. This Amendment is being filed on behalf of Canada Pension Plan Investment Board (“
CPPIB
”),
CPPIB Epsilon Ontario Limited Partnership, the CPPIB Epsilon Ontario Trust, Poul Winslow and R. Scott Lawrence (together, the “
Reporting
Persons
”).
Information reported
in the Original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in
this Amendment.
Item 2.
|
Identity and Background
|
The last paragraph
of Item 2 of the Original Schedule 13D is hereby amended and replaced with the following, and Schedule I of the Original Schedule
13D is hereby amended and replaced with Schedule I attached hereto:
In accordance with
the provisions of General Instruction C to Schedule 13D, with respect to each Reporting Person, information concerning the name,
business address, principal occupation and citizenship of its general partners, executive officers and board of directors and each
person controlling such Reporting Person (collectively, the “
Covered Persons
”), required by Item 2 of Schedule
13D, is provided on Schedule I and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the
Covered Persons listed on Schedule I has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) 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.
Item 4.
|
Purpose of the Transaction
|
The first paragraph of Item 4 is hereby
amended and restated as follows:
The Reporting Persons
acquired the securities of the Issuer for investment purposes as part of their ordinary business and investing activities. CPPIB
has a right to nominate a representative of CPPIB to the Board of Directors of the Issuer (the “
Board
”) (pursuant
to the Shareholder Rights Agreement, as defined and described in Item 4(d)).
The Reporting Persons
intend to monitor and evaluate their investment on an ongoing basis and expect regularly to review and consider alternative ways
of maximizing their return on such investment. Subject to market conditions, valuations, regulatory approvals and any other approvals,
the Reporting Persons may acquire additional securities of the Issuer or dispose of securities of the Issuer in open market transactions,
privately negotiated transactions, or otherwise.
In exploring ways to
maximize the return on their investment, and as part of their ongoing investment activities, the Reporting Persons may engage in
discussions with representatives of the Issuer and/or with other holders of the Issuer’s securities and, from time to time,
suggest or take a position regarding, or participate in, a variety of matters relating to the Issuer, which may include, among
other things, the Issuer’s operations, management, corporate governance, capital structure or its control, strategic alternatives
and direction. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and
may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information
with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some
or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action, before forming
any intention to pursue any particular plan or direction.
The Reporting Persons
may, at any time, and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans
or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) –
(j) of this Item 4.
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.
|
June
15, 2018
|
|
Date
|
|
|
|
CANADA PENSION PLAN INVESTMENT BOARD
|
|
|
|
/s/ Patrice
Walch-Watson
|
|
Signature
|
|
|
|
Patrice Walch-Watson, Senior Managing Director,
General
Counsel & Corporate Secretary
|
|
Name/Title
|
ATTENTION
Intentional misstatements or omissions
of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
[Signature Page to Schedule 13D/A re: Enstar
Group]
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.
|
June
15, 2018
|
|
Date
|
|
|
|
CPPIB EPSILON ONTARIO LIMITED PARTNERSHIP
|
|
|
|
/s/ Poul
Winslow
|
|
Signature
|
|
|
|
Poul Winslow, Trustee of
CPPIB
Epsilon Ontario Trust (the General Partner)
|
|
Name/Title
|
ATTENTION
Intentional misstatements or omissions
of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
[Signature Page to Schedule 13D/A re: Enstar
Group]
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.
|
June
15, 2018
|
|
Date
|
|
|
|
CPPIB EPSILON ONTARIO TRUST
|
|
|
|
/s/ Poul
Winslow
|
|
Signature
|
|
|
|
Poul
Winslow, Trustee
|
|
Name/Title
|
ATTENTION
Intentional misstatements or omissions
of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
[Signature Page to Schedule 13D/A re: Enstar
Group]
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.
|
June
15, 2018
|
|
Date
|
|
|
|
POUL WINSLOW
|
|
|
|
/s/ Poul
Winslow
|
|
Signature
|
ATTENTION
Intentional misstatements or omissions
of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
[Signature Page to Schedule 13D/A re: Enstar
Group]
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.
|
June
15, 2018
|
|
Date
|
|
|
|
R. SCOTT LAWRENCE
|
|
|
|
/s/ R.
Scott Lawrence
|
|
Signature
|
|
|
ATTENTION
Intentional misstatements or omissions
of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)
[Signature Page to Schedule 13D/A re: Enstar
Group]
Schedule 1
The following sets forth the name, business address, and present
principal occupation and citizenship of each manager, executive officer and controlling person of CPPIB and the Partnership.
Directors of CPPIB
Heather Munroe-Blum
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada
Ian A. Bourne
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada
Robert L. Brooks
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada
Ashleigh Everett
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada
Tahira Hassan
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada, Pakistan
Douglas W. Mahaffy
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada
John Montalbano
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada
Mary Phibbs
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Great Britain, Australia
Karen Sheriff
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada, United States
Jackson Tai
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: United States
Kathleen Taylor
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada
Jo Mark Zurel
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Director
Citizenship: Canada
Executive Officers of CPPIB
Mark Machin
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: President & Chief Executive Officer
Citizenship: Great Britain
Neil Beaumont
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Financial
and Risk Officer
Citizenship: Canada
Alain Carrier
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Head of
International, Head of Europe
Citizenship: Canada and Great Britain
Edwin D. Cass
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global
Head of Real Assets
Citizenship: Canada
Shane Feeney
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global
Head of Private Equity
Citizenship: Canada
John Graham
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global
Head of Credit Investments
Citizenship: Canada and Great Britain
Suyi Kim
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Head of
Asia Pacific, CPPIB
Citizenship: South Korea
Michel Leduc
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global
Head of Public Affairs and Communications
Citizenship: Canada
Deborah Orida
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global
Head of Active Equities
Citizenship: Canada
Geoffrey Rubin
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Investment
Strategist
Citizenship: United States
Mary Sullivan
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Chief Talent
Officer
Citizenship: Canada
Patrice Walch-Watson
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director, General Counsel
& Corporate Secretary
Citizenship: Canada
Poul Winslow
c/o Canada Pension Plan Investment Board, One Queen Street East,
Suite 2500, Toronto, ON M5C 2W5
Principal Occupation: Senior Managing Director & Global
Head of Capital Markets and Factor Investing
Citizenship: Denmark
General Partners of the Partnership
R. Scott Lawrence
c/o CPPIB Epsilon Ontario Trust, One Queen Street East, Suite
2500, Toronto, ON M5C 2W5
Principal Occupation: Trustee
Citizenship: Canada
Poul Winslow
c/o CPPIB Epsilon Ontario Trust, One Queen Street East, Suite
2500, Toronto, ON M5C 2W5
Principal Occupation: Trustee
Citizenship: Denmark
Trustees of the Trust
R. Scott Lawrence
c/o CPPIB Epsilon Ontario Trust, One Queen Street East, Suite
2500, Toronto, ON M5C 2W5
Principal Occupation: Trustee
Citizenship: Canada
Poul Winslow
c/o CPPIB Epsilon Ontario Trust, One Queen Street East, Suite
2500, Toronto, ON M5C 2W5
Principal Occupation: Trustee
Citizenship: Denmark