UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 6 to
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amyris, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
03236M101
(CUSIP Number)
Eu Jin Chua
Managing Director, Legal & Regulations
Temasek International Pte. Ltd.
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
With Copies to:
Jonathan Kellner
Shearman & Sterling LLP
Avenida Brigadeiro Faria Lima, 3400 – 17° andar
Jardim Paulistano - 04538-132 São Paulo – SP
Tel. No.: +55 11 3702.2210
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
October 14, 2015
(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. x
The information required on this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.
| 1 | NAMES OF REPORTING PERSONS:
Temasek Holdings (Private) Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
Not applicable. | |||||
| 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
72,262,586* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
72,262,586* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,262,586* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
34.84%** | |||||
| 14 | TYPE OF REPORTING PERSON:
HC | |||||
| * | See Item 5 of this statement on Schedule 13D. Includes (a) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| ** | As of the date of this filing and based on 207,404,815 shares of Common Stock, which is the sum of the (a) 157,512,200 shares of Common Stock outstanding on July 31, 2015, as disclosed in Amendment No. 1 to Form S-3 of the Issuer (as defined below), filed on September 10, 2015 (File Number 333-206331), (b) 1,000,000 shares acquired by Maxwell pursuant to the exercise of the 2013 Warrant on August 20, 2015, (c) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, (d) 14,677,861 shares of Common Stock acquired by Maxwell pursuant to the exercise of the 2015 Warrant on October 9, 2015, (e) 18,844,140 shares of Common Stock acquired by Total Energies Nouvelles Activités USA (“Total”) pursuant to its exercise of the Total Equity Funding Warrant (as defined below) on October 14, 2015, and (f) 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| 1 | NAMES OF REPORTING PERSONS:
Fullerton Management Pte Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
Not applicable. | |||||
| 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
72,262,586* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
72,262,586* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,262,586* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
34.84%** | |||||
| 14 | TYPE OF REPORTING PERSON:
HC | |||||
| * | See Item 5 of this statement on Schedule 13D. Includes (a) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| ** | As of the date of this filing and based on 207,404,815 shares of Common Stock, which is the sum of the (a) 157,512,200 shares of Common Stock outstanding on July 31, 2015, as disclosed in Amendment No. 1 to Form S-3 of the Issuer (as defined below), filed on September 10, 2015 (File Number 333-206331), (b) 1,000,000 shares acquired by Maxwell pursuant to the exercise of the 2013 Warrant on August 20, 2015, (c) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, (d) 14,677,861 shares of Common Stock acquired by Maxwell pursuant to the exercise of the 2015 Warrant on October 9, 2015, (e) 18,844,140 shares of Common Stock acquired by Total pursuant to its exercise of the Total Equity Funding Warrant (as defined below) on October 14, 2015, and (f) 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| 1 | NAMES OF REPORTING PERSONS:
Cairnhill Investments (Mauritius) Pte Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
Not applicable. | |||||
| 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
72,262,586* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
72,262,586* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,262,586* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
34.84%** | |||||
| 14 | TYPE OF REPORTING PERSON:
HC | |||||
| * | See Item 5 of this statement on Schedule 13D. Includes (a) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| ** | As of the date of this filing and based on 207,404,815 shares of Common Stock, which is the sum of the (a) 157,512,200 shares of Common Stock outstanding on July 31, 2015, as disclosed in Amendment No. 1 to Form S-3 of the Issuer (as defined below), filed on September 10, 2015 (File Number 333-206331), (b) 1,000,000 shares acquired by Maxwell pursuant to the exercise of the 2013 Warrant on August 20, 2015, (c) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, (d) 14,677,861 shares of Common Stock acquired by Maxwell pursuant to the exercise of the 2015 Warrant on October 9, 2015, (e) 18,844,140 shares of Common Stock acquired by Total pursuant to its exercise of the Total Equity Funding Warrant (as defined below) on October 14, 2015, and (f) 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| 1 | NAMES OF REPORTING PERSONS:
Maxwell (Mauritius) Pte Ltd | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS:
WC | |||||
| 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
72,262,586* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
72,262,586* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,262,586* | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
¨ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
34.84%** | |||||
| 14 | TYPE OF REPORTING PERSON:
CO | |||||
| * | See Item 5 of this statement on Schedule 13D. Includes (a) 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant. |
| ** | As of the date of this filing and based on 207,404,815 shares of Common Stock, which is the sum of the (a) 157,512,200 shares of Common Stock outstanding on July 31, 2015, as disclosed in Amendment No. 1 to Form S-3 of the Issuer (as defined below), filed on September 10, 2015 (File Number 333-206331), (b) 1,000,000 shares acquired by Maxwell pursuant to the exercise of the 2013 Warrant on August 20, 2015, (c) 2,670,370 shares of Common Stock that may be obtained upon conversion of the Convertible Notes, (d) 14,677,861 shares of Common Stock acquired by Maxwell pursuant to the exercise of the 2015 Warrant on October 9, 2015, (e) 18,844,140 shares of Common Stock acquired by Total pursuant to its exercise of the Total Equity Funding Warrant (as defined below) on October 14, 2015, and (f) 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant. |
Note to Schedule 13D
This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D amends and supplements the Schedule 13D filed on November 25, 2014 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D filed on December 19, 2014 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed on May 26, 2015 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed on July 28, 2015 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed on July 30, 2015 (“Amendment No. 4”) and Amendment No. 5 to the Original Schedule 13D, filed on September 23, 2015 (“Amendment No. 5”, together with the Original Schedule 13D, Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, the “Statement”), and is being filed by Temasek Holdings (Private) Limited (“Temasek”), Fullerton Management Pte Ltd (“FMPL”), Cairnhill Investments (Mauritius) Pte Ltd (“Cairnhill”) and Maxwell (Mauritius) Pte Ltd (“Maxwell”) (Temasek, FMPL, Cairnhill and Maxwell are collectively referred to hereinafter as the “Reporting Persons”) in respect of the common stock, par value of $0.0001 per share, of Amyris, Inc. (the “Issuer”), a Delaware corporation with its principal executive offices located at 5885 Hollis Street, Suite 100, Emeryville, CA 94608.
This Amendment No. 6 is being filed by the Reporting Persons to report that the Funding Warrant became exercisable on October 14, 2015 as a result of the exercise by Total Energies Nouvelles Activités USA (“Total”) on October 14, 2015 of a warrant (the “Total Equity Funding Warrant”) for 18,844,140 shares of Common Stock received by Total as part of the transactions as contemplated by the Exchange Agreement. The Reporting Persons are deemed under Rule 13d-3(d)(1) to have beneficial ownership of the 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant.
Capitalized terms used but not defined herein have the meanings given to them in the Statement.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) As of October 14, 2015, Maxwell is the direct beneficial owner of 56,891,972 shares of Common Stock. Maxwell is deemed under Rule 13d-3(d)(1) to have beneficial ownership of the 2,670,370 shares of Common Stock issuable upon conversion of the Convertible Notes and the 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant.
As of October 14, 2015, Maxwell is the direct beneficial owner and deemed beneficial owner of 72,262,586 shares of Common Stock.
The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the respective shares of Common Stock beneficially owned and deemed to be beneficially owned by the Reporting Persons as of October 14, 2015 (as set forth in the prior paragraph) by (ii) 207,404,815 shares of Common Stock, which is the sum of the (a) 157,512,200 shares of Common Stock outstanding as of July 31, 2015, (b) 1,000,000 shares acquired by Maxwell pursuant to the exercise of the 2013 Warrant on August 20, 2015, (c) 2,670,370 shares of Common Stock that may be obtained by Maxwell upon conversion of the Convertible Notes held by Maxwell, (d) 14,677,861 shares of Common Stock acquired by Maxwell pursuant to the exercise of the 2015 Warrant on October 9, 2015, (e) 18,844,140 shares of Common Stock acquired by Total pursuant to its exercise of the Total Equity Funding Warrant on October 14, 2015, and (f) 12,700,244 shares of Common Stock that may be obtained by Maxwell upon exercise of the Funding Warrant. Maxwell intends to exercise the Funding Warrant and will acquire the 12,700,244 shares of Common Stock issuable upon exercise of the Funding Warrant.
To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(b) Cairnhill, through its ownership of Maxwell, may be deemed to share voting and dispositive power over the 72,262,586 shares of Common Stock beneficially owned or deemed to be beneficially owned by Maxwell.
FMPL, through its ownership of Cairnhill, may be deemed to share voting and dispositive power over the 72,262,586 shares of Common Stock beneficially owned or deemed to be beneficially owned by Cairnhill and Maxwell.
Temasek, through its ownership of FMPL, may be deemed to share voting and dispositive power over the 72,262,586 shares of Common Stock beneficially owned or deemed to be beneficially owned by FMPL, Cairnhill and Maxwell.
(c) On October 9, 2015, Maxwell exercised the 2015 Warrant and acquired 14,677,861 shares of Common Stock for $0.01 per share. As previously disclosed in Amendment No. 5, as of September 17, 2015, Maxwell was deemed to be the direct beneficial owner of the 14,677,861 shares of Common Stock issuable upon exercise of the 2015 Warrant.
(d) Not Applicable.
(e) Not Applicable.
Item 7. Materials to be Filed as Exhibits.
| Exhibit No. |
Description | |
| 1 | Information regarding the Instruction C persons. | |
| 2 | Letter Agreement, dated February 23, 2013, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(1) | |
| 3 | Securities Purchase Agreement, made and entered into as of August 8, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(2) | |
| 4 | Amendment No. 1 to Securities Purchase Agreement, dated October 16, 2013 by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(3) | |
| 5 | Amendment No. 2 to Securities Purchase Agreement, dated December 24, 2013 by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(4) | |
| 6 | Warrant to Purchase Stock, dated October 16, 2013, issued to Maxwell (Mauritius) Pte Ltd.(5) | |
| 7 | Amended and Restated Investors Rights Agreement, dated June 21, 2010, by and among Amyris Biotechnologies, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(6) | |
| 8 | Amendment No. 1 to Amended and Restated Investors’ Rights Agreement, dated February 23, 2012, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(7) | |
| 9 | Amendment No. 2 to Amended and Restated Investors’ Rights Agreement, dated December 24, 2012, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(8) | |
| 10 | Amendment No. 3 to Amended and Restated Investors’ Rights Agreement, dated March 27, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(9) | |
| 11 | Amendment No. 4 to Amended and Restated Investors’ Rights Agreement, dated October 16, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(10) | |
| 12 | Amendment No. 5 to Amended and Restated Investors’ Rights Agreement, dated December 24, 2013, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(11) | |
| 13 | Voting Agreement, dated August 8, 2013, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(12) | |
| 14 | Amended and Restated Letter Agreement, dated May 8, 2014, among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors.(13) | |
| 15 | Joint Filing Agreement.(14) | |
| 16 | Exchange Agreement, dated July 26, 2015, by and between Amyris Inc., Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA. (15) | |
| 17 | Warrant to Purchase Stock, dated July 29, 2015, issued to Maxwell (Mauritius) Pte Ltd. (16) | |
| 18 | Warrant to Purchase Stock, dated July 29, 2015, issued to Maxwell (Mauritius) Pte Ltd. (17) | |
| 19 | Warrant to Purchase Stock, dated July 29, 2015, issued to Maxwell (Mauritius) Pte Ltd. (18) | |
| 20 | Maturity Treatment Agreement, dated July 29, 2015 by and between Amyris Inc. and Maxwell (Mauritius) Pte Ltd. (19) | |
| 21 | Voting Agreement, dated July 29, 2015 by and between Amyris, Inc. and Maxwell (Mauritius) Pte Ltd. (20) | |
| 22 | Amendment No. 6 to Amended and Restated Investors’ Rights Agreement, dated July 29, 2015, by and among Amyris, Inc., Maxwell (Mauritius) Pte Ltd, and certain other investors. (21) | |
| (1) | Incorporated by reference to Exhibit 4.02 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended March 31, 2012 filed with the Securities and Exchange Commission on May 9, 2012. |
| (2) | Incorporated by reference to Exhibit 4.01 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 5, 2013. |
| (3) | Incorporated by reference to Exhibit 4.24 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (4) | Incorporated by reference to Exhibit 4.25 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (5) | Incorporated by reference to Exhibit 4.09 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (6) | Incorporated by reference to Exhibit 4.02 to the Issuer’s Form S-1 (No. 333-166135) filed with the Securities and Exchange Commission on June 23, 2010. |
| (7) | Incorporated by reference to Exhibit 4.06 to the Issuer’s Form S-3 (No. 333-180005) filed with the Securities and Exchange Commission on March 9, 2012. |
| (8) | Incorporated by reference to Exhibit 4.04 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 28, 2013. |
| (9) | Incorporated by reference to Exhibit 4.02 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended March 31, 2013 filed with the Securities and Exchange Commission on June 9, 2013. |
| (10) | Incorporated by reference to Exhibit 4.06 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (11) | Incorporated by reference to Exhibit 4.07 to the Issuer’s Form 10-K (No. 001-34885) for the year ended December 31, 2013 filed with the Securities and Exchange Commission on April 2, 2014. |
| (12) | Incorporated by reference to Exhibit 4.02 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended September 30, 2013 filed with the Securities and Exchange Commission on November 5, 2013. |
| (13) | Incorporated by reference to Exhibit 4.01 to the Issuer’s Form 10-Q (No. 001-34885) for the quarterly period ended June 30, 2014 filed with the Securities and Exchange Commission on August 8, 2014. |
| (14) | Incorporated by reference to Exhibit 15 to the Schedule 13D (No. 005-85969) filed by Maxwell on November 25, 2014. |
| (15) | Incorporated by reference to Exhibit 16 to the Amendment No. 3 to Schedule 13D (No. 005-85969) filed by Maxwell on July 28, 2015. |
| (16) | Incorporated by reference to Exhibit 17 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (17) | Incorporated by reference to Exhibit 18 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (18) | Incorporated by reference to Exhibit 19 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (19) | Incorporated by reference to Exhibit 20 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (20) | Incorporated by reference to Exhibit 21 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
| (21) | Incorporated by reference to Exhibit 22 to the Amendment No. 4 to Schedule 13D (No. 005-85969) filed by Maxwell on July 30, 2015. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| October 19, 2015 | TEMASEK HOLDINGS (PRIVATE) LIMITED | |||||
| By: | /s/ Christina Choo | |||||
| Name: Christina Choo | ||||||
| Title: Authorized Signatory | ||||||
| FULLERTON MANAGEMENT PTE LTD | ||||||
| By: | /s/ Cheong Kok Tim | |||||
| Name: Cheong Kok Tim | ||||||
| Title: Director | ||||||
| CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD | ||||||
| By: | /s/ Rooksana Shahabally | |||||
| Name: Rooksana Shahabally | ||||||
| Title: Director | ||||||
| MAXWELL (MAURITIUS) PTE LTD | ||||||
| By: | /s/ Rooksana Shahabally | |||||
| Name: Rooksana Shahabally | ||||||
| Title: Director | ||||||
Exhibit 1
INFORMATION REGARDING THE INSTRUCTION C PERSONS
The following sets forth the name, position, address, principal occupation, and citizenship of each director and executive officer of the applicable Reporting Persons (such executive officers and directors, the “Instruction C Persons”). To the best of the Reporting Persons’ knowledge, (i) none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any shares of Common Stock.
TEMASEK HOLDINGS (PRIVATE) LIMITED
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Lim Boon Heng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chairman and Director, Temasek) |
Chairman, Temasek | Singaporean | ||
| Cheng Wai Keung 3 Killiney Road #10-01 Winsland House 1 Singapore 239519
(Deputy Chairman, Temasek) |
Chairman and Managing Director, Wing Tai Holdings Limited |
Singaporean | ||
| Kua Hong Pak 205 Braddell Road East Wing 7th Floor Singapore 579701
(Director, Temasek) |
Managing Director & Group CEO, ComfortDelGro Corporation Limited |
Singaporean | ||
| Goh Yew Lin 50 Raffles Place #33-00 Singapore Land Tower Singapore 048623
(Director, Temasek) |
Managing Director, G.K. Goh Holdings Limited |
Singaporean | ||
| Teo Ming Kian Caldecott Broadcast Centre, Andrew Road Singapore 299939
(Director, Temasek) |
Chairman, MediaCorp Pte. Ltd. |
Singaporean | ||
| Marcus Wallenberg SE-106 40 Stockholm Skandinaviska Enskilda Banken, Sweden
(Director, Temasek) |
Chairman, Saab AB and FAM AB |
Swedish | ||
| Lien Jown Leam Michael One Raffles Place (formerly known as OUB Centre) #51-00 Singapore 048616
(Director, Temasek) |
Executive Chairman, Wah Hin and Company Private Limited |
Singaporean | ||
| Wong Yuen Kuai Lucien One Marina Boulevard #28-00 Singapore 018989
(Director, Temasek) |
Chairman and Senior Partner, Allen & Gledhill LLP |
Singaporean | ||
| Robert Bruce Zoellick c/o 101 Constitution Avenue, NW Suite 1000 East Washington, DC 20001
(Director, Temasek) |
Chairman, Goldman Sachs International Advisors |
American | ||
| Chin Yoke Choong Bobby c/o Interlocal Exim Pte Ltd NTUC Enterprise Cooperative Limited 2 Kim Chuan Lane, Kong Siang Group Building Singapore 532072
(Director, Temasek) |
Deputy Chairman, NTUC Enterprise Cooperative Limited |
Singaporean | ||
| Ng Chee Siong Robert 11th - 12th Floors, Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong
(Director, Temasek) |
Chairman, Sino Land Company Ltd |
Singaporean / Hong Kong PR | ||
| Peter Robert Voser Affolternstrasse 44, 8050 Zurich Switzerland
(Director, Temasek) |
Chairman, ABB Ltd |
Swiss | ||
| Ho Ching 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Executive Director & CEO, Temasek) |
Executive Director & CEO, Temasek | Singaporean | ||
| Lee Theng Kiat 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Executive Director & CEO, Temasek International Pte. Ltd.) |
Executive Director & CEO, Temasek International Pte. Ltd. |
Singaporean | ||
| Gregory L. Curl 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(President, Temasek International Pte. Ltd.) |
President, Temasek International Pte. Ltd. |
American | ||
| Chan Wai Ching 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Co-Head, Corporate Development Group, Head, Organisation & People, Temasek International Pte. Ltd.) |
Co-Head, Corporate Development Group, Head, Organisation & People, Temasek International Pte. Ltd. |
Singaporean | ||
| Cheo Hock Kuan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Strategic & Public Affairs, Temasek International Pte. Ltd.) |
Head, Strategic & Public Affairs, Temasek International Pte. Ltd. |
Singaporean | ||
| Chia Song Hwee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Investment Group, Co-Head, China, Co-Head, Credit Portfolio, Temasek International Pte. Ltd.) |
Head, Investment Group, Co-Head, China, Co-Head, Credit Portfolio, Temasek International Pte. Ltd. |
Singaporean | ||
| Dilhan Pillay Sandrasegara 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Enterprise Development Group, Head, Singapore, Co-Head, Americas, Temasek International Pte. Ltd.) |
Head, Enterprise Development Group, Head, Singapore, Co-Head, Americas, Temasek International Pte. Ltd. |
Singaporean | ||
| Heng Chen Seng David 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Co-Head, Markets Group, Head, Consumer & Real Estate, Head, South East Asia, Temasek International Pte. Ltd.) |
Co-Head, Markets Group, Head, Consumer & Real Estate, Head, South East Asia, Temasek International Pte. Ltd. |
Singaporean | ||
| Leong Wai Leng 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Chief Financial Officer, Head, Corporate Development Group, Co-Head, Portfolio Management, Temasek Holdings (Private) Limited) |
Chief Financial Officer, Head, Corporate Development Group, Co-Head, Portfolio Management, Temasek Holdings (Private) Limited |
Singaporean | ||
| Nagi Adel Hamiyeh 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Co-Head, Enterprise Development Group, Head, Industrials, Head, Australia & New Zealand, Head, Africa & Middle East, Temasek International Pte. Ltd.) |
Co-Head, Enterprise Development Group, Head, Industrials, Head, Australia & New Zealand, Head, Africa & Middle East, Temasek International Pte. Ltd. |
Singaporean | ||
| Neil Garry McGregor 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Senior Managing Director, Enterprise Development Group, Temasek International Pte. Ltd.) |
Senior Managing Director, Enterprise Development Group, Temasek International Pte. Ltd. | New Zealander | ||
| Pek Siok Lan 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(General Counsel, Temasek International Pte. Ltd) |
General Counsel, Temasek International Pte. Ltd. |
Singaporean | ||
| Ravi Mahinder Lambah 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Telecom, Media & Technology, Co-Head, India, Co-Head, Africa & Middle East, Temasek International Pte. Ltd.) |
Head, Telecom, Media & Technology, Co-Head, India, Co-Head, Africa & Middle East, Temasek International Pte. Ltd. |
Indian | ||
| Rohit Sipahimalani 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Co-Head, Investment Group, Co-Head, Portfolio & Strategy Group, Head, Energy & Resources, Head, India, Head, Portfolio Strategy & Value Management, Temasek International Pte. Ltd.) |
Co-Head, Investment Group, Co-Head, Portfolio & Strategy Group, Head, Energy & Resources, Head, India, Head, Portfolio Strategy & Value Management, Temasek International Pte. Ltd. |
Singaporean | ||
| Sim Hong Boon 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Markets Group, President, Americas, Head, Credit Portfolio, Temasek International Pte. Ltd.) |
Head, Markets Group, President, Americas, Head, Credit Portfolio, Temasek International Pte. Ltd. |
American | ||
| Tan Chong Lee 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, Portfolio and Strategy Group, Head, Europe, Head, Portfolio Management, Head, Strategy, Co-Head, Singapore, Temasek International Pte. Ltd.) |
Head, Portfolio and Strategy Group, Head, Europe, Head, Portfolio Management, Head, Strategy Co-Head, Singapore, Temasek International Pte. Ltd. |
Singaporean | ||
| Wu Yibing 60B Orchard Road #06-18 Tower 2 The Atrium@Orchard Singapore 238891
(Head, China, Temasek International Pte. Ltd.) |
Head, China, Temasek International Pte. Ltd. |
American | ||
| Benoit Louis Marie Francois Valentin 23 King Street London SW1Y 6QY United Kingdom
(Senior Managing Director, Europe, Co-Head, Industrials, Temasek International (Europe) Limited |
Senior Managing Director, Europe, Co-Head, Industrials, Temasek International (Europe) Limited |
French | ||
FULLERTON MANAGEMENT PTE LTD
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Leong Wai Leng c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Chief Financial Officer, Head, Corporate Development Group, Co-Head, Portfolio Management, Temasek Holdings (Private) Limited |
Singaporean | ||
| Cheong Kok Tim c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Managing Director, Legal & Regulations, Temasek International Pte. Ltd. |
Singaporean | ||
CAIRNHILL INVESTMENTS (MAURITIUS) PTE LTD
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Ashraf Ramtoola c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(Director) |
Senior Manager, CIM Corporate Services Ltd |
Mauritian | ||
| Rooksana Bibi Shahabally Coowar c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(Director) |
Head of Client Management, CIM Corporate Services Ltd |
Mauritian | ||
| Poy Weng Chuen c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director, Finance, Temasek International Pte. Ltd. |
Singaporean | ||
| Lay Chee Seng, William c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director – Finance, Temasek International Pte. Ltd. |
Singaporean |
MAXWELL (MAURITIUS) PTE LTD
| Name, Business Address, Position |
Principal Occupation |
Citizenship | ||
| Ashraf Ramtoola c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(Director) |
Senior Manager, CIM Corporate Services Ltd |
Mauritian | ||
| Rooksana Bibi Shahabally Coowar c/o CIM CORPORATE SERVICES LTD, Les Cascades, Edith Cavell Street, Port Louis, Mauritius
(Director) |
Head of Client Management, CIM Corporate Services Ltd |
Mauritian | ||
| Poy Weng Chuen c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director – Finance, Temasek International Pte. Ltd. |
Singaporean | ||
| Lay Chee Seng, William c/o 60B Orchard Road #06-18, Tower 2 The Atrium@Orchard Singapore 238891
(Director) |
Director – Finance, Temasek International Pte. Ltd. |
Singaporean | ||