0001193125-14-267707.txt : 20140714 0001193125-14-267707.hdr.sgml : 20140714 20140714160334 ACCESSION NUMBER: 0001193125-14-267707 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140714 DATE AS OF CHANGE: 20140714 GROUP MEMBERS: DUNEARN INVESTMENTS (MAURITIUS) PTE LTD GROUP MEMBERS: FULLERTON (PRIVATE) LTD GROUP MEMBERS: NORTHBROOKS INVESTMENTS (MAURITIUS) PTE LTD GROUP MEMBERS: SELETAR INVESTMENTS PTE LTD GROUP MEMBERS: TEMASEK CAPITAL (PRIVATE) LTD GROUP MEMBERS: TEMASEK FULLERTON ALPHA PTE. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eros International PLC CENTRAL INDEX KEY: 0001532981 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87719 FILM NUMBER: 14973745 BUSINESS ADDRESS: STREET 1: 901-902, 9th floor, supreme Chambers STREET 2: Veera Desai Road, Andheri (West) CITY: Mumbai STATE: K7 ZIP: 00000 BUSINESS PHONE: 91 (22) 6602 1500 MAIL ADDRESS: STREET 1: 901-902, 9th floor, supreme Chambers STREET 2: Veera Desai Road, Andheri (West) CITY: Mumbai STATE: K7 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13G/A 1 d757946dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2.

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Eros International Plc

(Name of Issuer)

A Ordinary Shares, par value British pound sterling 0.30 per share (“A Shares”)

(Title of Class of Securities)

G3788M114

(CUSIP Number)

July 9, 2014

(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)

x Rule 13d-1(c)

¨ 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. G3788M114    Page 2 of 16

 

  1   

Names of reporting persons

 

Temasek Holdings (Private) Limited

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    3,946,801*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    3,946,801*

  9  

Aggregate amount beneficially owned by each reporting person

 

    3,946,801*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    13.07%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,194,340 A Shares reported as outstanding immediately after the offering by Eros International Plc in its prospectus dated July 9, 2014 and filed with the Securities and Exchange Commission (“SEC”) on July 11, 2014.

 

CUSIP No. G3788M114    Page 3 of 16

 

  1   

Names of reporting persons

 

Fullerton (Private) Limited

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    2,600,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    2,600,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    2,600,000*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    8.61%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,194,340 A Shares reported as outstanding immediately after the offering by Eros International Plc in its prospectus dated July 9, 2014 and filed with the SEC on July 11, 2014.

 

CUSIP No. G3788M114    Page 4 of 16

 

  1   

Names of reporting persons

 

Temasek Fullerton Alpha Pte. Ltd.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    2,600,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    2,600,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    2,600,000*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    8.61%**

12  

Type of reporting person (see instructions)

 

    CO

 

* See Item 4 of this Schedule.
** Based on 30,194,340 A Shares reported as outstanding immediately after the offering by Eros International Plc in its prospectus dated July 9, 2014 and filed with the SEC on July 11, 2014.

 

CUSIP No. G3788M114    Page 5 of 16

 

  1   

Names of reporting persons

 

Temasek Capital (Private) Limited

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

     Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    1,346,801*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,346,801*

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,346,801*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    4.46%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,194,340 A Shares reported as outstanding immediately after the offering by Eros International Plc in its prospectus dated July 9, 2014 and filed with the SEC on July 11, 2014.

 

CUSIP No. G3788M114    Page 6 of 16

 

  1   

Names of reporting persons

 

Seletar Investments Pte Ltd

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    1,346,801*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,346,801*

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,346,801*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    4.46%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,194,340 A Shares reported as outstanding immediately after the offering by Eros International Plc in its prospectus dated July 9, 2014 and filed with the SEC on July 11, 2014.

 

CUSIP No. G3788M114    Page 7 of 16

 

  1   

Names of reporting persons

 

Dunearn Investments (Mauritius) Pte Ltd

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Mauritius

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    1,346,801*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,346,801*

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,346,801*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    4.46%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,194,340 A Shares reported as outstanding immediately after the offering by Eros International Plc in its prospectus dated July 9, 2014 and filed with the SEC on July 11, 2014.

 

CUSIP No. G3788M114    Page 8 of 16

 

  1   

Names of reporting persons

 

Northbrooks Investments (Mauritius) Pte Ltd

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Mauritius

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    1,346,801*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,346,801*

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,346,801*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    4.46%**

12  

Type of reporting person (see instructions)

 

    CO

 

* See Item 4 of this Schedule.
** Based on 30,194,340 A Shares reported as outstanding immediately after the offering by Eros International Plc in its prospectus dated July 9, 2014 and filed with the SEC on July 11, 2014.

 

   Page 9 of 16

 

Item 1(a). Name of Issuer:

Eros International Plc

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

550 County Avenue

Secaucus, New Jersey 07094

United States of America

 

Item 2(a). Name of Person Filing:

 

  (i) Temasek Holdings (Private) Limited (“Temasek Holdings”).

 

  (ii) Fullerton (Private) Limited (“FPL”), a wholly-owned subsidiary of Temasek Holdings.

 

  (iii) Temasek Fullerton Alpha Pte. Ltd. (“TFAPL”), a wholly-owned subsidiary of FPL.

 

  (iv) Temasek Capital (Private) Limited (“Temasek Capital”), a wholly-owned subsidiary of Temasek Holdings.

 

  (v) Seletar Investments Pte Ltd (“Seletar”), a wholly-owned subsidiary of Temasek Capital.

 

  (vi) Dunearn Investments (Mauritius) Pte Ltd (“Dunearn”), a wholly-owned subsidiary of Seletar.

 

  (vii) Northbrooks Investments (Mauritius) Pte Ltd (“Northbrooks”), a wholly-owned subsidiary of Dunearn.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

  (i) 60B Orchard Road

#06-18

Tower 2, The Atrium@Orchard

Singapore 238891

 

  (ii) 60B Orchard Road

#06-18

Tower 2, The Atrium@Orchard

Singapore 238891

 

  (iii) 60B Orchard Road

#06-18

Tower 2, The Atrium@Orchard

Singapore 238891

 

  (iv) 60B Orchard Road

#06-18

Tower 2, The Atrium@Orchard

Singapore 238891

 

  (v) 60B Orchard Road

#06-18

Tower 2, The Atrium@Orchard

Singapore 238891

 

  (vi) 5th Floor, Les Cascades, Edith Cavell Street

Port Louis

Republic of Mauritius

 

  (vii) 5th Floor, Les Cascades, Edith Cavell Street

Port Louis

Republic of Mauritius

 

Item 2(c). Citizenship:

 

  (i) Singapore

 

  (ii) Singapore

 

  (iii) Singapore

 

  (iv) Singapore

 

  (v) Singapore

 

  (vi) Mauritius

 

  (vii) Mauritius

 

Item 2(d). Title of Class of Securities:

A Ordinary Shares, par value British pound sterling 0.30 per share

 

   Page 10 of 16

 

Item 2(e). CUSIP Number:

G3788M114

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4. Ownership.

 

  (a) Amount beneficially owned:

2,600,000 A Shares are held in a unit trust and beneficially owned by TFAPL, as the sole unitholder and sponsor of the unit trust. TFAPL is wholly-owned by FPL. Therefore, FPL may be deemed to beneficially own the 2,600,000 A Shares held in the unit trust.

1,346,801 A Shares are held by Northbrooks. Northbrooks is wholly-owned by Dunearn, which in turn is wholly-owned by Seletar. Seletar is wholly-owned by Temasek Capital. Therefore, each of Dunearn, Seletar and Temasek Capital may be deemed to beneficially own the 1,346,801 A Shares held by Northbrooks.

FPL and Temasek Capital are wholly-owned by Temasek Holdings. Therefore, Temasek Holdings may be deemed to beneficially own the 3,946,801 A Shares deemed to be beneficially owned in aggregate by FPL and Temasek Capital.

 

  (b) Percent of class:

The 2,600,000 A Shares held in the unit trust that is beneficially owned by TFAPL constitute approximately 8.61% of the A Shares outstanding.

The A Shares that may be deemed to be beneficially owned by FPL constitute approximately 8.61% of the A Shares outstanding.

The 1,346,801 A Shares held by Northbrooks constitute approximately 4.46% of the A Shares outstanding.

The A Shares that may be deemed to be beneficially owned by each of Dunearn, Seletar and Temasek Capital constitute approximately 4.46% of the A Shares outstanding.

The A Shares that may be deemed to be beneficially owned by Temasek Holdings, in the aggregate, constitute approximately 13.07% of the A Shares outstanding.

All percentage calculations in this Schedule are based on 30,194,340 A Shares reported as outstanding immediately after the offering by Eros International Plc in its prospectus dated July 9, 2014 and filed with the SEC on July 11, 2014.

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 0.

 

  (ii) Shared power to vote or to direct the vote:

Temasek Holdings: 3,946,801.

FPL: 2,600,000.

TFAPL: 2,600,000.

Temasek Capital: 1,346,801.

Seletar: 1,346,801.

Dunearn: 1,346,801.

Northbrooks: 1,346,801.

 

   Page 11 of 16

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of:

Temasek Holdings: 3,946,801.

FPL: 2,600,000.

TFAPL: 2,600,000.

Temasek Capital: 1,346,801.

Seletar: 1,346,801.

Dunearn: 1,346,801.

Northbrooks: 1,346,801.

 

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

 

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.

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

Not Applicable

 

Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

   Page 12 of 16

 

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: July 14, 2014     TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Choo Soo Shen Christina

      Name:   Choo Soo Shen Christina
      Title:   Authorized Signatory
Dated: July 14, 2014     FULLERTON (PRIVATE) LIMITED
    By:  

/s/ Khoo Ken Hui

      Name:   Khoo Ken Hui
      Title:   Director
Dated: July 14, 2014     TEMASEK FULLERTON ALPHA PTE. LTD.
    By:  

/s/ Choo Soo Shen Christina

      Name:   Choo Soo Shen Christina
      Title:   Director

 

   Page 13 of 16

 

Dated: July 14, 2014     TEMASEK CAPITAL (PRIVATE) LIMITED
    By:  

/s/ Chan Chye Y’Nee Charina

      Name:   Chan Chye Y’Nee Charina
      Title:   Director
Dated: July 14, 2014     SELETAR INVESTMENTS PTE LTD
    By:  

/s/ Git Oi Chee

      Name:   Git Oi Chee
      Title:   Director
Dated: July 14, 2014     DUNEARN INVESTMENTS (MAURITIUS) PTE LTD
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director
Dated: July 14, 2014     NORTHBROOKS INVESTMENTS (MAURITIUS) PTE LTD
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director

Exhibit Index

 

Exhibit A    Joint Filing Agreement, dated July 14, 2014, among Temasek Holdings (Private) Limited, Fullerton (Private) Limited, Temasek Fullerton Alpha Pte. Ltd., Temasek Capital (Private) Limited, Seletar Investments Pte Ltd, Dunearn Investments (Mauritius) Pte Ltd and Northbrooks Investments (Mauritius) Pte Ltd.

Exhibit A

JOINT FILING AGREEMENT

We, the signatories of this Statement on Schedule 13G to which this Agreement is attached, hereby agree that such Statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

 

Dated: July 14, 2014     TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Choo Soo Shen Christina

      Name:   Choo Soo Shen Christina
      Title:   Authorized Signatory
Dated: July 14, 2014     FULLERTON (PRIVATE) LIMITED
    By:  

/s/ Khoo Ken Hui

      Name:   Khoo Ken Hui
      Title:   Director
Dated: July 14, 2014     TEMASEK FULLERTON ALPHA PTE. LTD.
    By:  

/s/ Choo Soo Shen Christina

      Name:   Choo Soo Shen Christina
      Title:   Director

 

   Page 16 of 16

 

Dated: July 14, 2014     TEMASEK CAPITAL (PRIVATE) LIMITED
    By:  

/s/ Chan Chye Y’Nee Charina

      Name:   Chan Chye Y’Nee Charina
      Title:   Director
Dated: July 14, 2014     SELETAR INVESTMENTS PTE LTD
    By:  

/s/ Git Oi Chee

      Name:   Git Oi Chee
      Title:   Director
Dated: July 14, 2014     DUNEARN INVESTMENTS (MAURITIUS) PTE LTD
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director
Dated: July 14, 2014     NORTHBROOKS INVESTMENTS (MAURITIUS) PTE LTD
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director