TDCX Inc.
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(Name of Issuer)
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Class A ordinary shares, par value US$0.0001 per share
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(Title of Class of Securities)
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87190U100**
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(CUSIP Number)
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Laurent Junique
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Transformative Investments Pte Ltd
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+65 6309 1688
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750D Chai Chee Road
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#06-01/06 ESR BizPark @ Chai Chee
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Singapore 469004
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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May 24, 2022
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 87190U100
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13D
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Page 2 of 8 Pages
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1
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Names of Reporting Persons
Laurent Junique |
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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☐ | ||
(b)
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☐ | ||
3
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SEC Use Only
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4
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Source of Funds (See Instructions)
PF |
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
France |
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
8
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Shared Voting Power
123,704,024(1) |
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9
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Sole Dispositive Power
0 |
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10
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Shared Dispositive Power
123,704,024(1) |
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
123,704,024(1) |
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented by Amount in Row (11)
84.9%(2) |
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14
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Type of Reporting Person (See Instructions)
IN |
CUSIP No. 87190U100
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13D
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Page 3 of 8 Pages
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1
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Names of Reporting Persons
Transformative Investments Pte Ltd |
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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☐ | ||
(b)
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☐ | ||
3
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SEC Use Only
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4
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Source of Funds (See Instructions)
AF |
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
Cayman Islands |
Number of
Shares Beneficially Owned by Each Reporting Person With |
7
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Sole Voting Power
0 |
8
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Shared Voting Power
123,500,000(1) |
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9
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Sole Dispositive Power
0 |
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10
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Shared Dispositive Power
123,500,000(1) |
11
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Aggregate Amount Beneficially Owned by Each Reporting Person
123,500,000(1) |
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented by Amount in Row (11)
84.7%(2) |
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14
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Type of Reporting Person (See Instructions)
CO |
CUSIP No. 87190U100
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13D
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Page 4 of 8 Pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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CUSIP No. 87190U100
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13D
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Page 5 of 8 Pages
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
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CUSIP No. 87190U100
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13D
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Page 6 of 8 Pages
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit No. |
Description
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A |
Joint Filing Agreement by and between the Reporting Persons
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B |
Form of 10b5-1 Trading Plan
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C |
Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.9 to the registration statement on Form F-1 filed by the Issuer with the SEC on September 7,
2021)
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Laurent Junique
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/s/ Laurent Junique
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Transformative Investments Pte Ltd
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By:
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/s/ Laurent Junique
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Name:
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Laurent Junique
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Title:
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Director
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Laurent Junique
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/s/ Laurent Junique
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Transformative Investments Pte Ltd
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By:
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/s/ Laurent Junique
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Name:
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Laurent Junique
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Title:
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Director
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i) |
any subsequent contractual or legal restrictions imposed on Client or Issuer that would prevent CSSB or Client from complying with the Plan, or
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ii) |
the occurrence of any event as set forth in the Plan that would cause the Plan to be suspended or terminated under Section 11 or Section 15 of the Plan, respectively.
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i) |
trading of the Shares on the principal exchange or market on which the Shares trade is suspended for any reason;
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ii) |
CSSB and CSSU, each in its sole discretion, determine that there is a legal, regulatory or contractual reason why they cannot effect a purchase of Shares; or
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iii) |
CSSB is notified in writing by Client or Issuer that a purchase of Shares should not be effected due to legal, regulatory or contractual restrictions applicable to Issuer or to Client (including
without limitation, Regulation M).
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i) |
the termination date specified in Exhibit A;
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ii) |
the completion of all purchases in Exhibit A;
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iii) |
CSSB and CSSU’s reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (b) Client has not complied with the Plan, Rule 10b5-1 or other
applicable securities laws; or (c) Client has made misstatements in Client’s representations or warranties in Sections 1-6 above that are false or materially inaccurate;
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iv) |
receipt by CSSB of written notice from Issuer or Client of: (a) the filing of a bankruptcy petition by Issuer; (b) a merger, recapitalization, acquisition, tender or exchange offer, or other
business combination or reorganization resulting in the exchange or conversion of the Shares of Issuer into shares of a company other than Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt
securities and/or preferred stock (whether in whole or in part);
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v) |
receipt by CSSB of written notice of Client’s death in a format and substance deemed legally satisfactory by CSSB; and
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vi) |
receipt by CSSB of written notice of termination of the Plan from Client.
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i) |
If Client’s order to purchase Shares pursuant to the Plan, whether market or limit, is handled by a CSSU trading desk on instructions from CSSB, Client’s order shall be handled as “not held”. A
“not held” or “working order” permits a CSSU trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order.
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ii) |
CSSU on instructions from CSSB] may execute Client’s order: (a) in a single transaction or multiple transactions during the course of the trading day, or (b) CSSU may aggregate Client’s order
with other orders for other buyers of Issuer’s securities that may or may not have been accepted pursuant to a Rule 10b5-1 purchase plan, execute them as block or in multiple smaller transactions, and allocate an average price to each seller.
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![]() |
CLIENT
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/s/ Laurent Bernard Marie Junique
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(Signature)
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Laurent Bernard Marie Junique
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(Print Name)
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31/3/2022
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(Date)
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ISSUER
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||||
Reviewed and authorized on
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31 March, 2022
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CREDIT SUISSE AG SINGAPORE BRANCH
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/s/ Chin Tze Neng
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Acknowledged and Agreed
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By:
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TDCX Inc.
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this 1st day of April, 2022 :
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Name:
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Chin Tze Neng
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Title:
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Director
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By:
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/s/ Dominique Boer
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Name:
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Dominique Boer
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Title:
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Managing Director, Credit Suisse AG
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By:
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/s/ Jason Wong
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Name:
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Jason Wong
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Title:
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Executive Director, Credit Suisse AG
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