Statement of Ownership (sc 13g)
February 12 2018 - 12:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Netshoes
(Cayman) Limited
(Name of Issuer)
Common Shares, nominal value US$0.0033
(Title of Class of Securities)
G6455X107
(CUSIP Number)
December 31, 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)
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*
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The remainder of this cover page shall be filled out for a reporting person’s 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.
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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 (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
).
TABLE OF CONTENTS
SIGNATURES
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EX-99.1
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JOINT FILING AGREEMENT
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Temasek Holdings (Private) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,071,127*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,071,127*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,127*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.7%**
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12
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TYPE OF REPORTING PERSON (See
Instructions)
HC
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*
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See Item 4 of Schedule.
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**
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Based on 31,025,936 Common Shares (as defined herein) outstanding as of April 18, 2017, as reported by the Issuer (as defined herein) in its report on Form 6-K submitted to the Securities and Exchange Commission (the
“Commission”) on May 15, 2017.
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fullerton Fund Investments Pte Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,071,127*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,071,127*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,127*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.7%**
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12
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TYPE OF REPORTING PERSON (See
Instructions)
HC
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*
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See Item 4 of Schedule.
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**
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Based on 31,025,936 Common Shares outstanding as of April 18, 2017, as reported by the Issuer in its report on Form 6-K submitted to the Commission on May 15, 2017.
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Seletar Fund Investments Pte Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,071,127*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,071,127*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,127*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.7%**
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12
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TYPE OF REPORTING PERSON (See
Instructions)
HC
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*
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See Item 4 of Schedule.
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**
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Based on 31,025,936 Common Shares outstanding as of April 18, 2017, as reported by the Issuer in its report on Form 6-K submitted to the Commission on May 15, 2017.
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1
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NAME OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clemenceau Investments Pte Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,071,127*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,071,127*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,127*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.7%**
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12
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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*
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See Item 4 of Schedule.
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**
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Based on 31,025,936 Common Shares outstanding as of April 18, 2017, as reported by the Issuer in its report on Form 6-K submitted to the Commission on May 15, 2017.
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Item 1(a).
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Name of Issuer:
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Netshoes (Cayman) Limited (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Rua Vergueiro 961, Liberdade
São Paulo, São Paulo, Brazil
01504-001
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Item 2(a).
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Name of Person Filing:
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(1)
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Temasek Holdings (Private) Limited (“Temasek Holdings”)
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(2)
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Fullerton Fund Investments Pte Ltd (“FFIPL”) , a wholly-owned subsidiary of Temasek Holdings.
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(3)
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Seletar Fund Investments Pte Ltd (“Seletar”), a wholly-owned subsidiary of FFIPL.
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(4)
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Clemenceau Investments Pte Ltd (“Clemenceau”), a wholly-owned subsidiary of Seletar.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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(1)
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60B Orchard Road,
#06-18
Tower 2, The Atrium@Orchard, Singapore 238891
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(2)
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60B Orchard Road,
#06-18
Tower 2, The Atrium@Orchard, Singapore 238891
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(3)
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60B Orchard Road,
#06-18
Tower 2, The Atrium@Orchard, Singapore 238891
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(4)
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c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman
KY1-9005,
Cayman Islands
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(1)
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Republic of Singapore
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(2)
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Republic of Singapore
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(3)
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Republic of Singapore
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Item 2(d).
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Title of Class of Securities:
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Common Shares, nominal value US$0.0033 (“Common Shares”)
G6455X107
Item 3.
Not applicable.
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(a)
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Amount Beneficially Owned: 2,071,127.
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As of December 31, 2017, Clemenceau directly owned
2,071,127 Common Shares. Clemenceau is wholly-owned by Seletar, which in turn is wholly-owned by FFIPL, which in turn is wholly-owned by Temasek Holdings. Therefore, each of Temasek Holdings, FFIPL and Seletar may be deemed to beneficially own the
Common Shares directly owned by Clemenceau.
Accordingly, as of December 31, 2017, each of Temasek Holdings, FFIPL and Seletar may be
deemed to have beneficially owned the 2,071,127 Common Shares directly owned by Clemenceau.
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(b)
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Percent of Class: 6.7%.
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As of December 31, 2017, the Shares that may be deemed to have
been beneficially owned by Temasek Holdings, FFIPL and Seletar, and directly and beneficially owned by Clemenceau, constituted approximately 6.7% of the Shares outstanding.
All percentage calculations in this Schedule are based on 31,025,936 Common Shares outstanding as of April 18, 2017, as reported by the
Issuer in its report on Form
6-K
submitted to the Commission on May 15, 2017.
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(c)
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Number of shares as to which the person has:
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As of December 31, 2017:
(i) Sole power to vote or to direct the vote:
0.
(ii) Shared power to vote or
to direct the vote:
Clemenceau: 2,071,127
Seletar: 2,071,127
FFIPL: 2,071,127
Temasek Holdings: 2,071,127
(iii) Sole power to dispose or to direct the disposition of:
0.
(iv) Shared power to dispose
or to direct the disposition of:
Clemenceau: 2,071,127
Seletar: 2,071,127
FFIPL: 2,071,127
Temasek Holdings: 2,071,127
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
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Item 8.
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Identification and Classification of Member of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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: February 12, 2018
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Temasek Holdings (Private) Limited
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By:
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/s/ Choo Soo Shen Christina
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Name:
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Choo Soo Shen Christina
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Title:
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Authorized Signatory
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Fullerton Fund Investments Pte Ltd
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By:
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/s/ Cheong Kok Tim
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Name:
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Cheong Kok Tim
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Title:
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Director
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Seletar Fund Investments Pte Ltd
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By:
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/s/ Lim Siew Lee Sherlyn
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Name:
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Lim Siew Lee Sherlyn
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Title:
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Director
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Clemenceau Investments Pte Ltd
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By:
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/s/ Tan Lay Khim
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Name:
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Tan Lay Khim
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Title:
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Director
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