0001567619-16-001817.txt : 20160212 0001567619-16-001817.hdr.sgml : 20160212 20160212115755 ACCESSION NUMBER: 0001567619-16-001817 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: GIC SPECIAL INVESTMENTS PTE. LTD. GROUP MEMBERS: ORA INVESTMENT PTE. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iKang Healthcare Group, Inc. CENTRAL INDEX KEY: 0001524190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88530 FILM NUMBER: 161416572 BUSINESS ADDRESS: STREET 1: B-6F, SHIMAO TOWER STREET 2: 92A JIANGUO ROAD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100022 BUSINESS PHONE: 86 10-5320-6688 MAIL ADDRESS: STREET 1: B-6F, SHIMAO TOWER STREET 2: 92A JIANGUO ROAD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100022 FORMER COMPANY: FORMER CONFORMED NAME: iKang Guobin Healthcare Group, Inc. DATE OF NAME CHANGE: 20131129 FORMER COMPANY: FORMER CONFORMED NAME: China iKang Healthcare, Inc. DATE OF NAME CHANGE: 20110624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 SC 13G/A 1 s001196x1_sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __1______)*

iKang Healthcare Group, Inc.
(Name of Issuer)
 
Class A common shares, par value US$0.01 per share,
including in the form of American Depositary Shares
(each representing 1/2 of a Class A common share)
 (Title of Class of Securities)
 
45174L108
(CUSIP Number)
 
December 31, 2015
(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)
  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 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 (“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. 45174L108
13G
Page 2 of 8 Pages
 
1.
 
NAMES OF REPORTING PERSONS
 
Ora Investment Pte. Ltd.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

(None)
 
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
 
3,333,366*
7.
 
SOLE DISPOSITIVE POWER
 
 
8.
 
SHARED DISPOSITIVE POWER
 
3,333,366*
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,333,366*
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.13%**
12.
 
TYPE OF REPORTING PERSON (see instructions)

CO

* See Item 4 of this Schedule.
** Based on 32,892,125 Class A common shares, par value US$0.01 per share (“Class A common shares”), as reported outstanding as of October 31, 2015 in the Issuer’s Form 6K filed with the Securities and Exchange Commission on December 3, 2015.


CUSIP No. 45174L108
13G
Page 3 of 8 Pages
 
1.
 
NAMES OF REPORTING PERSONS
 
GIC Special Investments Pte. Ltd.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

(None)
 
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
 
3,333,366*
7.
 
SOLE DISPOSITIVE POWER
 
 
8.
 
SHARED DISPOSITIVE POWER
 
3,333,366*
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,333,366*
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.13%**
12.
 
TYPE OF REPORTING PERSON (see instructions)

CO

* See Item 4 of this Schedule.
** Based on 32,892,125 Class A common shares as reported outstanding as of October 31, 2015 in the Issuer’s Form 6K filed with the Securities and Exchange Commission on December 3, 2015.


CUSIP No. 45174L108
13G
Page 4 of 8 Pages
 
1.
 
NAMES OF REPORTING PERSONS
 
GIC Private Limited

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

(None)
 
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
 
98,157 *
6.
 
SHARED VOTING POWER
 
3,333,366 *
7.
 
SOLE DISPOSITIVE POWER
 
98,157 *
8.
 
SHARED DISPOSITIVE POWER
 
3,333,366 *
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,431,523 *
10.
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.43%**
12.
 
TYPE OF REPORTING PERSON (see instructions)

CO

* See Item 4 of this Schedule.
** Based on 32,892,125 Class A common shares as reported outstanding as of October 31, 2015 in the Issuer’s Form 6K filed with the Securities and Exchange Commission on December 3, 2015.

 
CUSIP No. 45174L108
13G
Page 5 of 8 Pages
 
Item 1.
 
 
(a)
Name of Issuer

iKang Healthcare Group, Inc.
 
   
 
(b)
Address of Issuer’s Principal Executive Offices

B-6F, Shimao Tower
92A Jianguo Road
Chaoyang District, Beijing 100022
People’s Republic of China
 
Item 2.
 
 
(a)
Name of Person Filing

(i)  Ora Investment Pte. Ltd.
 
(ii) GIC Special Investments Pte. Ltd.
 
(iii) GIC Private Limited
 
(each individually a “Reporting Person” and collectively the “Reporting Persons”).
 
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.
 
   
 
(b)
Address of the Principal Office or, if none, residence

(i)-(iii) 168 Robinson Road #37-01
     Capital Tower
     Singapore 068912
 
   
 
(c)
Citizenship

(i)-(iii) Singapore
 
   
 
(d)
Title of Class of Securities

Class A common shares, par value US$0.01 per share, including in the form of American Depositary Shares (“ADS”) (each representing 1/2 of a Class A common share)
 
   
 
(e)
CUSIP Number
 
45174L108 
 
   

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.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
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
 
 
  
No of
Securities
Beneficially
Owned
  
Power to Vote
  
Power to Dispose
  
 
 
Reporting Person
  
  
Sole 
  
Shared
  
Sole 
  
Shared
  
Percent
of Class
Ora Investment Pte. Ltd.
  
3,333,366
 
0
 
3,333,366
 
0
 
3,333,366
 
10.13%
GIC Special Investments Private Limited
  
3,333,366
 
0
 
3,333,366
 
0
 
3,333,366
 
10.13%
GIC Private Limited
  
3,431,523
 
98,157
 
3,333,366
 
98,157
 
3,333,366
 
10.43%
Total  (all Reporting Persons)
  
3,431,523
                   
 

As of December 31, 2015:
 
1. Ora Investment Pte. Ltd. owned 3,333,366 Class A common shares. Ora Investment Pte. Ltd. shares the power to vote and the power to dispose of the shares with GIC Special Investments Pte. Ltd. and GIC Private Limited, both of which are private limited companies incorporated in Singapore. GIC Special Investments Pte. Ltd. is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited. GIC Private Limited is a fund manager and manages the reserves of the Government of Singapore (“GoS”). As such, the Class A common shares that may be deemed to be beneficially owned by each of Ora Investment Pte. Ltd., GIC Special Investments Pte. Ltd. and GIC Private Limited constitute approximately 10.13% of the Class A common shares (including Class A common shares represented by ADSs).

2. GIC Private Limited separately owned 98,157 Class A common shares which under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS.  As such, GIC has the sole power to vote and power to dispose of the 98,157 securities owned by it, and in aggregate, may be deemed to beneficially own 10.43% of the Class A common shares (including Class A common shares represented by ADSs).

All percentage calculations in this Schedule are based on 32,892,125 Class A common shares as reported outstanding as of October 31, 2015 in the Issuer’s Form 6K filed with the Securities and Exchange Commission on December 3, 2015.

The reporting persons disclaim membership in a group.


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.
 
Not Applicable.


CUSIP No. 45174L108
13G
Page 8 of 8 Pages

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.
Dated: February 12, 2016.
 
 
ORA INVESTMENT PTE. LTD.
   
 
/s/ Ashok Samuel
 
Signature
Name: Ashok Samuel
Title: Director
   
   
 
GIC SPECIAL INVESTMENTS PTE. LTD.
   
 
/s/ Tay Lim Hock
 
Signature
Name: Tay Lim Hock
Title: Director
   
   
 
GIC PRIVATE LIMITED
   
 
/s/ Jimmy Teo Poh Leong
 
Signature
Name: Jimmy Teo Poh Leong
Title: Senior Vice President
   
 
/s/ Lim Eng Kok
 
Signature
Name: Lim Eng Kok
Title: Senior Vice President


Exhibit 1
 
JOINT FILING AGREEMENT
 
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934 and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED this 12th day of February 2016.

 
ORA INVESTMENT PTE. LTD.
   
 
/s/ Ashok Samuel
 
Signature
Name: Ashok Samuel
Title: Director
   
   
 
GIC SPECIAL INVESTMENTS PTE. LTD.
   
 
/s/ Tay Lim Hock
 
Signature
Name: Tay Lim Hock
Title: Director
   
   
 
GIC PRIVATE LIMITED
   
 
/s/ Jimmy Teo Poh Leong
 
Signature
Name: Jimmy Teo Poh Leong
Title: Senior Vice President
   
 
/s/ Lim Eng Kok
 
Signature
Name: Lim Eng Kok
Title: Senior Vice President