UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
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)
November 26, 2019
(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
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 | TYPE OF REPORTING PERSON
CO |
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
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 | TYPE OF REPORTING PERSON
CO |
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
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 | TYPE OF REPORTING PERSON
CO |
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
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 | TYPE OF REPORTING PERSON
CO |
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
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 | TYPE OF REPORTING PERSON
CO |
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
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 | TYPE OF REPORTING PERSON
CO |
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
0 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
14 | TYPE OF REPORTING PERSON
CO |
This Amendment No. 6 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 on November 5, 2012, as amended and supplemented by Amendment No. 1 filed on August 18, 2017, Amendment No. 2 filed on November 20, 2017, Amendment No. 3 filed on February 19, 2019, Amendment No. 4 filed on May 28, 2019, and Amendment No. 5 filed on August 19, 2019 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, 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), (Glory A, Glory B, Glory IV, Glory IV-B, GIC, GICSI and Twickenham, each a Reporting Person and, collectively, the Reporting Persons) relating to the Common Shares (the Initial Statement and, together with this Amendment No. 3, 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:
(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 and Twickenham are party to the Investor 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 zero 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 November 26, 2019, Glory A, Glory B, Glory IV, Glory IV-B and Twickenham (collectively, the Selling Shareholders) collectively sold 15,430,841 Common Shares in an underwritten public offering, as further described in Item 6 below. The Common Shares sold by Twickenham included 230,975 Common Shares transferred to it by GIC on November 21, 2019 for no additional consideration.
(d) Not Applicable.
(e) See above.
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 November 21, 2019, the Selling Shareholders entered into an underwriting agreement (the Underwriting Agreement) with the Issuer and Goldman Sachs & Co. LLC (the Underwriter), pursuant to which the Underwriter agreed to purchase an aggregate of 15,430,841 Common Shares from the Selling Shareholders at a price of $39.865 per share. The transaction closed on November 26, 2019. The Selling Shareholders sold the following Common Shares pursuant to the Underwriting Agreement:
Selling Shareholder | Number of Common Shares Sold | |||
Glory A |
3,596,840 | |||
Glory B |
8,868,930 | |||
Glory IV |
418,700 | |||
Glory IV-B |
31,534 | |||
Twickenham |
2,514,837 |
The summary of the Underwriting Agreement contained in this Item 6 is qualified in its entirety by reference to the Underwriting Agreement, 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 R | Underwriting Agreement, dated November 21, 2019, 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 November 25, 2019). |
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: November 27, 2019
Glory Investments A Limited | ||||
By: | /s/ Numesh Nunkoo | |||
Name: Numesh Nunkoo | ||||
Title: Director | ||||
Glory Investments B Limited | ||||
By: | /s/ Numesh Nunkoo | |||
Name: Numesh Nunkoo | ||||
Title: Director | ||||
Glory Investments IV Limited | ||||
By: | /s/ Numesh Nunkoo | |||
Name: Numesh Nunkoo | ||||
Title: Director | ||||
Glory Investments IV-B Limited | ||||
By: | /s/ Numesh Nunkoo | |||
Name: Numesh Nunkoo | ||||
Title: Director |
GIC Private Limited | ||||
By: | /s/ Celine Loh Sze Ling | |||
Name: Celine Loh Sze Ling | ||||
Title: Senior Vice President | ||||
By: | /s/ Toh Tze Meng | |||
Name: Toh Tze Meng | ||||
Title: Senior Vice President | ||||
GIC Special Investments Pte. Ltd. | ||||
By: | /s/ Chan Hoe Yin | |||
Name: Chan Hoe Yin | ||||
Title: Director | ||||
Twickenham Investment Private Limited | ||||
By: | /s/ Amit Kunal | |||
Name: Amit Kunal | ||||
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 |
| Numesh Nunkoo, Member of the Association of Chartered Certified Accountants UK, member of Chartered Institute of Securities & Investment UK, Mauritius Institute of Professional Accountants, 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 | |||
Amit Kunal | 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 | |||
Teo Chee Hean | Ministry of Home Affairs New Phoenix Park 28 Irrawaddy Road Singapore 329560 |
Senior Minister & Coordinating Minister for National Security |
Singapore Citizen | |||
Tharman Shanmugaratnam | Ministry of Finance 100 High Street #10-01 The Treasury Singapore 179434 |
Senior Minister & Coordinating Minister for Social Policies | Singapore Citizen | |||
Lim Hng Kiang | Ministry of Trade & Industry 100 High Street #10-01 The Treasury Singapore 179434 |
Special Advisor to Ministry of Trade & Industry | Singapore Citizen | |||
Heng Swee Keat | Ministry of Finance 100 High Street #10-01 The Treasury Singapore 179434 |
Deputy Prime Minister and Minister for Finance | Singapore Citizen | |||
Lawrence Wong | 5 Maxwell Road #21-00 & #22-00 Tower Block, MND Complex Singapore 069110 |
Minister for National Development and Second Minister for Finance | 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 | |||
Ang Kong Hua | 30 Hill Street #05-04 Singapore 179360 |
Chairman, Sembcorp Industries Ltd | Singapore Citizen | |||
Chew Choon Seng | c/o 168 Robinson Road #37-01 Capital Tower Singapore 068912 |
Former Chairman, Singapore Exchange Ltd | Singapore Citizen |
Hsieh Fu Hua | National University of Singapore University Hall Lee Kong Chian Wing, UHL #06-01 21 Lower Kent Ridge Road Singapore 119077 |
Secretariat of the Board of Trustees | 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, Far East Orchard Limited | Singapore Citizen | |||
Dr Tony Tan Keng Yam | 168 Robinson Road #37-01 Capital Tower Singapore 068912 |
Special Advisor, GIC | Singapore Citizen | |||
Seck Wai Kwong | 10 Marina Boulevard #32-01 Marina Bay Financial Centre Tower 2 Singapore 018983 |
Chief Executive Officer, Asia Pacific Eastspring Investments (Singapore) Limited | 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 R | Underwriting Agreement, dated November 21, 2019, 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 November 25, 2019). |