-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFa3c8ER7v8W9nbpgO649iTHdxzQWdjtX3dlw8/ElHUgpK6NtS3iU8nN88/Elabj a5yrx3GyMFgwJuIfpfBdYQ== 0000905148-10-000510.txt : 20100217 0000905148-10-000510.hdr.sgml : 20100217 20100217134839 ACCESSION NUMBER: 0000905148-10-000510 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100217 DATE AS OF CHANGE: 20100217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL CENTRAL INDEX KEY: 0000936828 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 250 NORTH BRIDGE ROAD STREET 2: 33 00 RAFFLES CITY TOWER 0617 CITY: SINGAPORE STATE: U0 MAIL ADDRESS: STREET 1: 333 BUSH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEI CENTRAL INDEX KEY: 0001387685 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 980405613 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85052 FILM NUMBER: 10612143 BUSINESS ADDRESS: STREET 1: C/O AEI SERVICES LLC STREET 2: 700 MILAM, SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-345-5200 MAIL ADDRESS: STREET 1: C/O AEI SERVICES LLC STREET 2: 700 MILAM, SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: ASHMORE ENERGY INTERNATIONAL DATE OF NAME CHANGE: 20070124 SC 13G 1 efc10-158_formsc13g.htm efc10-158_formsc13g.htm

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
 
 
(Amendment No.   _____________ )1
 
                                   AEI                                      
(Name of Issuer)
 
          Ordinary Shares, $0.002 par value           
(Title of Class of Securities)
 
                             G01153108                               
(CUSIP Number)
 
                       February 14, 2010                          
(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)
 

_______________________________________
1 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 shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 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.: G01153108
   13G
 
Page  2 of 7 Pages
 
       
 
 
1. 
Names of Reporting Persons.
 
I.R.S. Identification Nos. of above persons (entities only).
 
GIC Special Investments Pte Ltd
(None)
2. 
 
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
 
(b) [X]
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
54,588,392
7. 
 Sole Dispositive Power
0
8. 
 Shared Dispositive Power
54,588,392
9. 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
54,588,392
10. 
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[   ]
11. 
 
Percent of Class Represented by Amount in Row (9)
 
22.4%
12. 
 
Type of Reporting Person
 
CO

 

 
 
 
 CUSIP No.: G01153108
   13G
 
Page  3 of 7 Pages
 
       
 
 
1. 
Names of Reporting Persons.
 
I.R.S. Identification Nos. of above persons (entities only).
 
Government of Singapore Investment Corporation Pte Ltd
(None)
2. 
 
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
 
(b) [X]
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
54,588,392
7. 
 Sole Dispositive Power
0
8. 
 Shared Dispositive Power
54,588,392
9. 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
54,588,392
10. 
 
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 
[   ]
11. 
 
Percent of Class Represented by Amount in Row (9)
 
22.4%
12. 
 
Type of Reporting Person
 
CO

 

 
Page 4 of 7 Pages
 


Item 1(a). 
Name of Issuer:
 
AEI
 
Item 1(b). 
Address of Issuer’s Principal Executive Offices:
 
Clifton House
75 Fort Street, P.O. Box 190GT
George Town, Grand Cayman
Cayman Islands
 
Item 2(a). 
Name of Person Filing:

I      GIC Special Investments Pte Ltd
II     Government of Singapore Investment Corporation Pte Ltd
 
Item 2(b). 
Address of Principal Business Office or, if None, Residence:

I & II             168, Robinson Road
                       #37-01, Capital Tower
                                                   Singapore 068912
 
Item 2(c). 
Citizenship:

I & II             Singapore
 
Item 2(d). 
Title of Class of Securities:
 
Ordinary Shares, $0.002 par value per share
 
Item 2(e). 
CUSIP Number:
 
G01153108
 
Item 3.
If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
Not Applicable.
 
 

 
Page 5 of 7 Pages
 
Item 4(a), (b) and (c).  Ownership
 
 
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:

 
   
Number of Shares
 
Reporting Person 
 
No of Securities Beneficially Owned
(Item 4(a))
   
Power to Vote
   
Power to Dispose
   
Percent of Class(2)
(Item 4(b))
 
 
Sole
(Item 4(c)(i))
   
Shared(1)
(Item 4(c)(ii))
   
Sole
(Item 4(c)(iii))
   
Shared(1)
(Item 4(c)(iv))
 
GIC Special Investments Pte Ltd
    54,588,392       0       54,588,392       0       54,588,392       22.4 %
Government of Singapore Investment Corporation Pte Ltd
    54,588,392       0       54,588,392       0       54,588,392       22.4 %
Total(3) (all Reporting Persons)
    54,588,392       0       54,588,392       0       54,588,392       22.4 %
                                                 
 
 
1               Buckland Investment Pte Ltd, a Singapore company, is the nominal holder of the 54,588,392 ordinary shares (the “Ordinary Shares”) beneficially owned by GIC Special Investments Pte Ltd and the Government of Singapore Investment Corporation Pte Ltd. and has no power to vote or dispose of the shares. Voting and investment decisions relating to the Ordinary Shares are made by the GIC Special Investments Pte Ltd investment committee, which is currently comprised of eight members: Teh Kok Peng, Ng Kin Sze, Ang Eng Seng, Kunna Chinniah, Tay Lim Hock, Eugene Wong, John Tang and Mayukh Mitter. The investment committee acts by majority vote and no member may act individually to vote or sell the Ordinary Shares. Beneficial ownership of the Ordinary Shares is disclaimed by the investment committee and its members.

2               The percentage holding of each Reporting Person is calculated by dividing the number of securities beneficially owned by each Reporting Person by 244,110,012, which was the number of the Issuer's ordinary shares outstanding as of February 12, 2010 (based on advice provided by the Issuer).

3               Buckland Investment Pte Ltd, GIC Special Investments Pte Ltd and the Government of Singapore Investment Corporation Pte Ltd each disclaim membership in a group. The Issuer, Buckland and certain other shareholders of the Issuer are parties to the Second Amended and Restated Shareholders Agreement, dated May 9, 2008, among the Issuer and certain shareholders of the Issuer identified therein (the “Shareholders Agreement”) with respect to the ordinary shares of the issuer, solely as a result of which each such person may be deemed to be a member of a group with respect to the ordinary shares of the issuer held directly or indirectly by such persons. However, each such person disclaims membership in any such group and disclaims beneficial ownership of the ordinary shares of the issuer, except to the extent of its pecuniary interest therein.
 
 
 

 
 
Page 6 of 7 Pages
 
 
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 or Control Person:
 
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 each of the Reporting Persons certifies that, to the best of their 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.
 
Material to be Filed as Exhibits
 
 
Not applicable.
 
 
 

 
Page 7 of 7 Pages
 
 
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: February 17, 2010
 
GIC Special Investments Pte Ltd
     
     
   
By: /s/ Ng Kin Sze
   
    Ng Kin Sze
   
    Managing Director

 
 
Goverment of Singapore Investment
Corporation Pte Ltd
     
     
   
By: /s/ Ng Kin Sze                /s/ Teh Kok Peng      
   
   Ng Kin Sze                                                                             Teh Kok Peng
   
   Managing Director                                                               Managing Director
     
 
 
 
 
 

 

 
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