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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
GENPACT LIMITED
------------------------------------------------------------------------
(Name of Issuer)
Common Shares, par value $0.01 per share
------------------------------------------------------------------------
(Title of Class of Securities)
G3922B107
------------------------------
(CUSIP Number)
December 31, 2007
------------------------------------------------------------------------
(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)
[X] Rule 13d-1(d)
*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.
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).
- ------------------------------- -------------------------
CUSIP No. G3922B107 13G Page 2
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GE Capital (Mauritius) Holdings Ltd.
N.A.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
39,928,342(1)
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 39,947,364(1)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 39,928,342(1)
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
39,947,364(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,947,364(1)
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8 [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 4 and 8 of this Schedule 13G.
- ------------------------------- -------------------------
CUSIP No. G3922B107 13G Page 3
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GE Capital International (Mauritius) N.A.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
19,022(1)
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 39,947,364(1)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 19,022(1)
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
39,947,364(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,947,364(1)
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8 [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 4 and 8 of this Schedule 13G.
- ------------------------------- -------------------------
CUSIP No. G3922B107 13G Page 4
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GE Indian Services Holding Private Limited N.A.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 39,947,364(1)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
39,947,364(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,947,364(1)
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8 [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 4 and 8 of this Schedule 13G.
- ------------------------------- -------------------------
CUSIP No. G3922B107 13G Page 5
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GE India Ventures LLC
06-1577225
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 39,947,364(1)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
39,947,364(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,947,364(1)
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8 [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 4 and 8 of this Schedule 13G.
- ------------------------------- -------------------------
CUSIP No. G3922B107 13G Page 6
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General Electric Capital Services Indian Investments LLC
36-4050913
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 39,947,364(1)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
39,947,364(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,947,364(1)
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8 [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 4 and 8 of this Schedule 13G.
- ------------------------------- -------------------------
CUSIP No. G3922B107 13G Page 7
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General Electric Capital Corporation
13-1500700
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 39,947,364(1)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
39,947,364(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,947,364(1)
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8 [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 4 and 8 of this Schedule 13G.
- ------------------------------- -------------------------
CUSIP No. G3922B107 13G Page 8
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General Electric Capital Services, Inc.
06-1109503
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 39,947,364(1)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
39,947,364(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,947,364(1)
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8 [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 4 and 8 of this Schedule 13G.
- ------------------------------- -------------------------
CUSIP No. G3922B107 13G Page 9
- ------------------------------- -------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
General Electric Company
14-0689340
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mauritius
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 39,947,364(1)
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH: 0
--------------------------------------------------------
8 SHARED DISPOSITIVE POWER
39,947,364(1)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,947,364(1)
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
See Item 8 [X]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.9%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) See Items 4 and 8 of this Schedule 13G.
ITEM 1(a). NAME OF ISSUER:
Genpact Limited (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Canon's Court, 22 Victoria Street, Hamilton HM, Bermuda
ITEM 2(a). NAME OF PERSON FILING:
This statement is being filed by each of:
GE Capital (Mauritius) Holdings Ltd. ("Holdings")
GE Capital International (Mauritius) ("International")
GE Indian Services Holding Private Limited ("Indian Holding")
GE India Ventures LLC ("India Ventures")
General Electric Capital Services Indian Investments LLC ("Indian
Investments")
General Electric Capital Corporation ("GECC")
General Electric Capital Services, Inc. ("GECS")
General Electric Company ("GE")
International is a subsidiary of Indian Holding, which is a subsidiary of
India Ventures, which is a subsidiary of Indian Investments, which is a
subsidiary of GECC, which is a subsidiary of GECS, which is a subsidiary of GE.
Holdings is owned by GECC and International.
Holdings, International, Indian Holding, India Ventures, Indian
Investments, GECC, GECS and GE are referred to herein collectively as the
"Reporting Persons".
An agreement among the Reporting Persons that this statement be filed on
behalf of each of them is attached hereto as Exhibit 1.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business offices of Holdings and International are located
at Les Cascades Building, Edith Cavell Street Port Louis, Mauritius. The
principal business offices of Indian Holding are located at AIFACS Building, 1
Rafe Marg, New Delhi, 110001 India. The principal business offices of India
Ventures and Indian Investments are located at 120 Long Ridge Road, Stamford, CT
06927. The principal business offices of GECC and GECS are located at 901 Main
Avenue, Norwalk, CT 06851 with executive offices at 3135 Easton Turnpike,
Fairfield, CT, 06828. The principal business office of GE is located at 3135
Easton Turnpike, Fairfield, CT 06828.
ITEM 2(c). CITIZENSHIP:
Each of Holding and International is a Mauritius company. Indian Holding
is a Indian company. Each of India Ventures and Indian Investments is a Delaware
limited liability company. Each of GECC and GECS is a Delaware corporation. GE
is a New York corporation.
ITEM 2(d). TITLE AND CLASS OF SECURITIES:
Common Shares, par value $0.01 per share (the "Common Shares")
ITEM 2(e). CUSIP NUMBER:
G3922B107
Page 10
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the Act
(b) [_] Bank as defined in Section 3(a)(6) of the Act
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Act
(d) [_] Investment company registered under Section 8 of the
Investment Company Act of 1940
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F) (g) [_] A parent holding
company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
ITEM 4. OWNERSHIP.
(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and
11 in each of their respective cover pages to this Schedule 13G are incorporated
herein by reference.
Direct Beneficial Ownership
As of February 14, 2008, Holdings and International were the direct
beneficial owners of 39,928,342 and 19,022 Common Shares of the Issuer,
respectively. GE and the other Reporting Persons, indirectly through
subsidiaries, may be deemed to have beneficial ownership of these shares.
Nothing in this Schedule 13G shall be deemed to constitute an admission by any
Reporting Person that it is the beneficial owner of any of the Common Shares of
the Issuer, other than the Common Shares held directly or indirectly by such
Reporting Person, for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed. Each Reporting Person expressly disclaims (i) the
existence of any group, and (ii) beneficial ownership with respect to any Common
Shares other than the Common Shares held directly by such Reporting Person.
Based on 211,785,480 Common Shares outstanding (according to publicly available
information provided by the Issuer to date), the 39,947,364 Common Shares
directly held by Holdings and International represent approximately 18.9% of the
outstanding Common Shares.
The number of Common Shares directly beneficially owned by Holdings
excludes 45,225 Common Shares underlying options awarded to a director of the
Issuer who is an officer of GE. The exercise price of these options is $16.13
per share. These options will vest 20% on May 1, 2008 and 5% on a quarterly
basis thereafter. Pursuant to an agreement with Holdings, the person holds any
shares or options that he receives from the Issuer in connection with his
service as a director of the Issuer for the benefit of Holdings.
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 Persons have ceased to be the beneficial owners of more
than five percent of the Common Shares, check the following [_].
Page 11
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 OR
CONTROL PERSON.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 4.
Shareholders Agreement
The Issuer, Holdings and International (the "GE Shareholders") and certain
affiliates of General Atlantic, Oak Hill and Wachovia (together with the GE
Shareholders, the "Shareholders") entered into an amended and restated
shareholders agreement relating to the Common Shares the Shareholders hold in
the Issuer. Pursuant to this agreement, the GE Shareholders are entitled to
nominate two persons to the Issuer's board of directors and GICo, the investment
vehicle owned by General Atlantic and Oak Hill, is entitled to nominate four
persons to the Issuer's board of directors. The Shareholders agreed to vote
their shares to elect such persons. The number of directors that the GE
Shareholders and GICo is entitled to appoint is reduced if their respective
ownership in the Issuer declines below certain levels and such right ceases if
such ownership is below 10% of the Issuer's outstanding Common Shares.
In addition, each of the Shareholders is subject to certain restrictions
on the transfer of their Common Shares. GICo, General Atlantic and Oak Hill have
agreed not to transfer their shares if such transfer would result in a change of
control (as defined in the agreement) unless certain conditions are met which
require that all outstanding Common Shares owned by the Shareholders are sold
for cash or certain types of marketable securities (or both), provided that a
limited number may be exchanged for equity of, or remain outstanding in, the
surviving person in certain circumstances. In the event of certain transfers by
GICo, each of GE Shareholders and Wachovia has certain co-sale rights which
permit them to sell shares to such transferee on the same terms and conditions.
The GE Shareholders have agreed that without the consent of GICo, prior to
December 31, 2009 they will not make a transfer of Common Shares if such
transfer would result in the GE Shareholders owning less than 26,745,000 shares.
However, if GICo and its permitted transferees own less than 40,117,500 shares,
then the GE Shareholders would be permitted to make a transfer so long as the
quotient obtained by dividing its remaining ownership percentage by their
ownership percentage as of December 30, 2004 is equal to or greater than the
quotient obtained by dividing the ownership percentage of GICo at such time by
its ownership percentage as of December 30, 2004.
Subject to the restrictions on GICo and the GE Shareholders set forth in
the two preceding paragraphs, any Shareholder may transfer shares (i) to certain
affiliates, subject to the restriction on GICo, General Atlantic and Oak Hill
described in the next paragraph and (ii) in a registered offering, a sale
pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), or a sale to a placement agent where an immediate resale
pursuant to Regulation S or Rule 144A under the Securities Act is contemplated,
subject to certain other limitations.
Until December 31, 2009, GICo, General Atlantic and Oak Hill are also
prohibited from transferring shares to a general partner, limited partner,
shareholder, member or other equity holder of General Atlantic or Oak Hill
without the GE Shareholders' prior written consent, unless such transfer is a
sale for value and on arms-length terms that would be subject to the co-sale
rights described above.
The GE shareholders have agreed to grant GICo, and Wachovia has agreed to
grant the Issuer, certain rights of first refusal in the event they desire to
transfer shares other than to an affiliate or in a registered offering or a sale
pursuant to Rule 144.
Page 12
The agreement grants the Shareholders certain rights to require the Issuer
to register for public resale under the Securities Act all Common Shares that
they request be registered after the expiration of the relevant lock-up period
following the Issuers initial public offering. In addition, the agreement grants
the Shareholders piggyback rights on any registration for the Issuer's account
or the account of another Shareholder. These rights are subject to certain
limitations, including customary cutbacks and other restrictions. In connection
with registrations described above, the Issuer will indemnify any selling
shareholders and will bear all fees, costs and expenses, except underwriting
discounts and selling commissions and except that the selling shareholders will
reimburse the Issuer for out of pocket expenses in the case of a second demand
registration within the first fifteen months beginning 180 days after August 7,
2007, the date of consummation of the Issuer's initial public offering or 150
days after such date if a waiver of the underwriters lock-up agreement is
granted in respect of any Shareholder.
The Agreement also provides certain information rights to the Shareholders
and regulates the parties' conduct concerning corporate opportunities.
The foregoing description is not complete and is qualified in its entirety
to the Amended and Restated shareholders Agreement, incorporated by reference as
Exhibit 2 to this Schedule 13G and incorporated herein by reference.
Beneficial Ownership
An aggregate of 160,615,838 Common Shares are subject to the shareholders
agreement, of which 39,947,364 Common Shares are held directly by the GE
Shareholders and 120,668,474 Common Shares are held by the other shareholders
party to the shareholders agreement. Nothing in this Schedule 13G shall be
deemed to constitute an admission by any Reporting Person that it is the
beneficial owner of any of the Common Shares of the Issuer covered by the
shareholders agreement, other than the Common Shares held directly or indirectly
by such Reporting Person, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed. Each Reporting Person expressly disclaims (i)
the existence of any group, and (ii) beneficial ownership with respect to any
Common Shares other than the Common Shares held directly by such Reporting
Person. Based on 211,785,480 Common Shares outstanding (according to publicly
available information provided by the Issuer to date), the 160,615,838 Common
Shares subject to the shareholders agreement represent approximately 75.8% of
the outstanding Common Shares.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
(a) Not applicable.
(b) Not applicable.
Page 13
SIGNATURES
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 14, 2008
GE CAPITAL (MAURITIUS) HOLDINGS LTD.
By: /s/ Bryant B. Cohen
--------------------------------------
Name: Bryant B. Cohen
Title: Attorney-in-fact
GE CAPITAL INTERNATIONAL (MAURITIUS)
By: /s/ Bryant B. Cohen
--------------------------------------
Name: Bryant B. Cohen
Title: Attorney-in-fact
GE INDIAN SERVICES HOLDING PRIVATE LIMITED
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
GE INDIA VENTURES LLC
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
GENERAL ELECTRIC CAPITAL SERVICES INDIAN
INVESTMENTS LLC
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
Page 14
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
GENERAL ELECTRIC COMPANY
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
Page 15
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1 Joint Filing Agreement, dated February 14, 2008 among
the Reporting Persons.
2 Form of Amended and Restated Shareholders' Agreement by
and among Genpact Limited, Genpact Global Holdings
(Bermuda) Limited, Genpact Global (Bermuda) Limited and
the shareholders listed on the signature pages thereto
(incorporated by reference to Exhibit 10.1 of the
Registration Statement on Form S-1 filed by Genpact
Limited with the Securities and Exchange Commission on
August 1, 2007)
3 Power of Attorney (GE Capital (Mauritius) Holdings Ltd.)
4 Power of Attorney (GE Capital International (Mauritius))
5 Power of Attorney (GE Indian Services Holding Private
Limited)
6 Power of Attorney (GE India Ventures LLC)
7 Power of Attorney (General Electric Capital Services
Indian Investments LLC)
8 Power of Attorney (General Electric Capital Corporation)
9 Power of Attorney (General Electric Capital Services,
Inc.)
10 Power of Attorney (General Electric Company)
Page 16
EXHIBIT 1
---------
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the
Schedule 13G filed on or about this date and any amendments thereto with respect
to the beneficial ownership by the undersigned of the Common Shares, $.01 par
value per share, of Genpact Limited is being filed on behalf of each of the
undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: February 14, 2008
GE CAPITAL (MAURITIUS) HOLDINGS LTD.
By: /s/ Bryant B. Cohen
--------------------------------------
Name: Bryant B. Cohen
Title: Attorney-in-fact
GE CAPITAL INTERNATIONAL (MAURITIUS)
By: /s/ Bryant B. Cohen
--------------------------------------
Name: Bryant B. Cohen
Title: Attorney-in-fact
GE INDIAN SERVICES HOLDING PRIVATE LIMITED
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
GE INDIA VENTURES LLC
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
GENERAL ELECTRIC CAPITAL SERVICES INDIAN
INVESTMENTS LLC
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
Page 1
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
GENERAL ELECTRIC CAPITAL SERVICES, INC.
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
GENERAL ELECTRIC COMPANY
By: /s/ Frank Ertl
--------------------------------------
Name: Frank Ertl
Title: Attorney-in-fact
Page 2
Exhibit 3
POWER OF ATTORNEY
The undersigned, GE Capital (Mauritius) Holdings Ltd. (hereinafter
referred to as the "Corporation") does hereby make, constitute and appoint the
persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.
Names of Attorneys:
Ronald J. Herman
John W. Campo Jr.
Frank J. Ertl
Bryant B. Cohen
P. Jonas Svedlund
Each Attorney shall have the power and authority to do the
following:
To execute and deliver any Schedule 13D, Schedule 13G and Forms 3, 4
and 5 and any amendments thereto required to be filed with the
Securities and Exchange Commission under the Securities Exchange Act
of 1934 on behalf of the Corporation with regard to the securities
of Genpact Limited owned by the Corporation or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorneys in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. Each Attorney shall serve without compensation for acting in
the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, the authority of the
Attorney hereunder shall terminate on December 31, 2008.
IN WITNESS WHEREOF, the Corporation has caused this Power of
Attorney to be executed pursuant to authority granted by the Corporation's board
of directors, as of the 13th day of February, 2008.
GE Capital (Mauritius) Holdings Ltd.
By: /s/ Lawrence J. Zlatkin
------------------------------
Name: Lawrence J. Zlatkin
Title: Director
Attest:
/s/ Malvina Iannone
- ------------------------------
Malvina Iannone, Counsel
Exhibit 4
POWER OF ATTORNEY
The undersigned, GE Capital International (Mauritius) (hereinafter
referred to as the "Corporation") does hereby make, constitute and appoint the
persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.
Names of Attorneys:
Ronald J. Herman
John W. Campo Jr.
Frank J. Ertl
Bryant B. Cohen
P. Jonas Svedlund
Each Attorney shall have the power and authority to do the
following:
To execute and deliver any Schedule 13D, Schedule 13G and Forms 3, 4
and 5 and any amendments thereto required to be filed with the
Securities and Exchange Commission under the Securities Exchange Act
of 1934 on behalf of the Corporation with regard to the securities
of Genpact Limited owned by the Corporation or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorneys in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. Each Attorney shall serve without compensation for acting in
the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, the authority of the
Attorney hereunder shall terminate on December 31, 2008.
IN WITNESS WHEREOF, the Corporation has caused this Power of
Attorney to be executed pursuant to authority granted by the Corporation's board
of directors, as of the 13th day of February, 2008.
GE Capital International (Mauritius)
By: /s/ Lawrence J. Zlatkin
------------------------------
Name: Lawrence J. Zlatkin
Title: Director
Attest:
/s/ Malvina Iannone
- ------------------------------
Malvina Iannone, Counsel
Exhibit 5
POWER OF ATTORNEY
The undersigned, GE Indian Services Holding Private Limited (hereinafter
referred to as the "Corporation") does hereby make, constitute and appoint the
persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.
Names of Attorneys:
Ronald J. Herman
John W. Campo Jr.
Frank J. Ertl
Bryant B. Cohen
P. Jonas Svedlund
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G and Forms 3, 4 and 5
and any amendments thereto required to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 on behalf of
the Corporation with regard to the securities of Genpact Limited owned by
the Corporation or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorneys in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. Each Attorney shall serve without compensation for acting in
the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Corporation, the authority of the Attorney
hereunder shall terminate on December 31, 2008.
IN WITNESS WHEREOF, the Corporation has caused this Power of Attorney to
be executed pursuant to authority granted by the Corporation's board of
directors, as of the 12th day of February 2008.
GE Indian Services Holding Private Limited
By: /s/ Rupak Saha
--------------------------------------
Name: Rupak Saha
Title: Director
Attest:
/s/ Amit Rana
- ------------------------------------
Amit Rana
Exhibit 6
POWER OF ATTORNEY
The undersigned, GE India Ventures LLC (hereinafter referred to as the
"Company") does hereby make, constitute and appoint the persons listed below as
the Company's true and lawful agent and attorney-in-fact (hereinafter referred
to as the "Attorney") to act either together or alone in the name and on behalf
of the Company for and with respect to the matters hereinafter described.
Names of Attorneys:
Ronald J. Herman
John W. Campo Jr.
Frank J. Ertl
Bryant B. Cohen
P. Jonas Svedlund
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G and Forms 3, 4 and 5
and any amendments thereto required to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 on behalf of
the Company with regard to the securities of Genpact Limited owned by the
Company or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Company in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorneys in accordance with the terms hereof shall be binding
upon the Company without attestation and without affixation of the seal of the
Company. The Power of Attorney conferred hereby shall not be delegable by any
Attorney. Each Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Company, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on December 31, 2008.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
executed pursuant to authority granted by the Company's operating agreement, as
of the 12th day of February, 2008.
GENERAL ELECTRIC CAPITAL CORPORATION as
Managing Member of General Electric
Capital Services Indian
Investments, LLC as Managing Member of
GE India Ventures, LLC
By: /s/ Michael A. Gaudino
------------------------------------
Name: Michael A. Gaudino
Title: Vice President
Attest:
/s/ Roger Schwartz
- -----------------------------
Roger Schwartz
Attesting Secretary
Exhibit 7
POWER OF ATTORNEY
The undersigned, General Electric Capital Services Indian
Investments, LLC (hereinafter referred to as the "Company") does hereby make,
constitute and appoint the persons listed below as the Company's true and lawful
agent and attorney-in-fact (hereinafter referred to as the "Attorney") to act
either together or alone in the name and on behalf of the Company for and with
respect to the matters hereinafter described.
Names of Attorneys:
Ronald J. Herman
John W. Campo Jr.
Frank J. Ertl
Bryant B. Cohen
P. Jonas Svedlund
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G and Forms 3, 4 and 5
and any amendments thereto required to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 on behalf of
the Company with regard to the securities of Genpact Limited owned by the
Company or its subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Company in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorneys in accordance with the terms hereof shall be binding
upon the Company without attestation and without affixation of the seal of
the Company. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. Each Attorney shall serve without compensation for acting in
the capacity of agent and attorney-in-fact hereunder.
Unless sooner revoked by the Company, this Power of Attorney shall
be governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on December 31, 2008.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
executed pursuant to authority granted by the Company's operating agreement, as
of the 12th day of February, 2008.
GENERAL ELECTRIC CAPITAL CORPORATION as
Managing Member of
General Electric Capital Services Indian
Investments, LLC
By: /s/ Michael A. Gaudino
------------------------------------
Name: Michael A. Gaudino
Title: Vice President
Attest:
/s/ Roger Schwartz
- -----------------------------
Roger Schwartz
Attesting Secretary
Exhibit 8
POWER OF ATTORNEY
The undersigned, General Electric Capital Corporation, a Delaware
corporation (hereinafter referred to as the "Corporation") does hereby make,
constitute and appoint the persons listed below as the Corporation's true and
lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to
act either together or alone in the name and on behalf of the Corporation for
and with respect to the matters hereinafter described.
Name of Attorney:
Preston H. Abbott Paul J. Halas
Stephen Ambrose, Jr. Ronald J. Herman, Jr.
Brock Austin Mark Kaplow
Eileen Brumback Barbara A. Lane
John W. Campo, Jr. Alan Lewis
Carlos Carrasquillo David L. Lloyd
Barbara Daniele Keith W. Newman
Laura E.B. Dawson Michael Pastore
Frank Ertl James C. Ungari
Michael A. Gaudino Alex Urquhart
Barbara J. Gould
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5
or any amendments thereto required to be filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 on behalf of the
Corporation with regard to any securities owned by the Corporation or any of its
subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on December 31, 2008.
IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be
executed, attested and its corporate seal to be affixed pursuant to authority
granted by the Corporation's board of directors, as of the 19th day of December
2007.
General Electric Capital Corporation
(Corporate Seal)
By: /s/ Craig T. Beazer
--------------------------------
Craig T. Beazer
Vice President, General Counsel
and Secretary
Attest:
/s/ David P. Russell
- --------------------------------
David P. Russell
Assistant Secretary
Exhibit 9
POWER OF ATTORNEY
The undersigned, General Electric Capital Services, Inc., a Delaware
corporation (hereinafter referred to as the "Corporation") does hereby make,
constitute and appoint the persons listed below as the Corporation's true and
lawful agent and attorney-in-fact (hereinafter referred to as the "Attorney") to
act either together or alone in the name and on behalf of the Corporation for
and with respect to the matters hereinafter described.
Name of Attorney:
Preston H. Abbott Paul J. Halas
Stephen Ambrose, Jr. Ronald J. Herman, Jr.
Brock Austin Mark Kaplow
Eileen Brumback Barbara A. Lane
John W. Campo, Jr. Alan Lewis
Carlos Carrasquillo David L. Lloyd
Barbara Daniele Keith W. Newman
Laura E.B. Dawson Michael Pastore
Frank Ertl James C. Ungari
Michael A. Gaudino Alex Urquhart
Barbara J. Gould
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any
amendments thereto required to be filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 on behalf of the
Corporation with regard to any securities owned by the Corporation or any of its
subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on December 31, 2008.
IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney to be
executed, attested and its corporate seal to be affixed pursuant to authority
granted by the Corporation's board of directors, as of the 19th day of December
2007.
General Electric Capital Services, Inc.
(Corporate Seal)
By: /s/ Craig T. Beazer
-----------------------------------
Craig T. Beazer
Vice President, General Counsel
and Secretary
Attest:
/s/ David P. Russell
- -----------------------------------
David P. Russell
Assistant Secretary
2
Exhibit 10
POWER OF ATTORNEY
The undersigned, General Electric Company, a New York corporation
(hereinafter referred to as the "Corporation") does hereby make, constitute and
appoint the persons listed below as the Corporation's true and lawful agent and
attorney-in-fact (hereinafter referred to as the "Attorney") to act either
together or alone in the name and on behalf of the Corporation for and with
respect to the matters hereinafter described.
Name of Attorney:
Preston H. Abbott Barbara J. Gould
Stephen Ambrose, Jr. Paul J. Halas
Brock Austin Ronald J. Herman, Jr.
Eileen Brumback Mark Kaplow
John W. Campo, Jr. Barbara A. Lane
Carlos Carrasquillo Alan Lewis
Barbara Daniele David L. Lloyd
Laura E.B. Dawson Keith W. Newman
Frank Ertl Michael Pastore
Michael A. Gaudino James C. Ungari
Each Attorney shall have the power and authority to do the following:
To execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5
or any amendments thereto required to be filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 on behalf of the
Corporation with regard to any securities owned by the Corporation, General
Electric Capital Corporation or any of their subsidiaries.
And, in connection with the foregoing, to execute and deliver all
documents, acknowledgments, consents and other agreements and to take such
further action as may be necessary or convenient for the Corporation in order to
more effectively carry out the intent and purpose of the foregoing.
Agreements, commitments, documents, instruments and other writings
executed by the Attorney in accordance with the terms hereof shall be binding
upon the Corporation without attestation and without affixation of the seal of
the Corporation. The Power of Attorney conferred hereby shall not be delegable
by any Attorney. The Attorney shall serve without compensation for acting in the
capacity of agent and attorney-in-fact hereunder.
Unless revoked by the Corporation, this Power of Attorney shall be
governed under the laws of the State of New York and the authority of the
Attorney hereunder shall terminate on December 31, 2008.
IN WITNESS WHEREOF, the Corporation has caused the Power of Attorney
to be executed, attested and its corporate seal to be affixed pursuant to
authority granted by the Corporation's board of directors, as the 13th day of
February 2008.
GENERAL ELECTRIC COMPANY
By: /s/ Michael McAlevey
----------------------------
Michael McAlevey
Vice President
Attest:
/s/ Eliza W. Fraser
- ----------------------------
Eliza W. Fraser
Attesting Secretary
2