0001193125-15-048062.txt : 20150213 0001193125-15-048062.hdr.sgml : 20150213 20150213061401 ACCESSION NUMBER: 0001193125-15-048062 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 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: 15608866 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 d865748dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 SCHEDULE 13G AMENDMENT NO. 3

 

 

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. 3)*

 

 

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)

December 31, 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 13

 

  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

 

    Republic of Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    3,976,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    3,976,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    3,976,000*

10  

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

 

11  

Percent of class represented by amount in Row (9)

 

    13.1%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,342,785 A Shares reported as outstanding by Eros International Plc as of September 30, 2014 in its current report on Form 6-K dated November 12, 2014 and furnished to the Securities and Exchange Commission (“SEC”) on November 12, 2014.


CUSIP No. G3788M114   Page 3 of 13

 

  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

 

    Republic of Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

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)

 

    8.6%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,342,785 A Shares reported as outstanding by Eros International Plc as of September 30, 2014 in its current report on Form 6-K dated November 12, 2014 and furnished to the SEC on November 12, 2014.


CUSIP No. G3788M114   Page 4 of 13

 

  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

 

    Republic of Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

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)

 

    8.6%**

12  

Type of reporting person (see instructions)

 

    CO

 

* See Item 4 of this Schedule.
** Based on 30,342,785 A Shares reported as outstanding by Eros International Plc as of September 30, 2014 in its current report on Form 6-K dated November 12, 2014 and furnished to the SEC on November 12, 2014.


CUSIP No. G3788M114   Page 5 of 13

 

  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

 

    Republic of Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    1,376,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,376,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,376,000*

10  

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

 

11  

Percent of class represented by amount in Row (9)

 

    4.5%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,342,785 A Shares reported as outstanding by Eros International Plc as of September 30, 2014 in its current report on Form 6-K dated November 12, 2014 and furnished to the SEC on November 12, 2014.


CUSIP No. G3788M114   Page 6 of 13

 

  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

 

    Republic of Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    1,376,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,376,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,376,000*

10  

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

 

11  

Percent of class represented by amount in Row (9)

 

    4.5%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,342,785 A Shares reported as outstanding by Eros International Plc as of September 30, 2014 in its current report on Form 6-K dated November 12, 2014 and furnished to the SEC on November 12, 2014.


CUSIP No. G3788M114   Page 7 of 13

 

  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

 

    Republic of Mauritius

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    1,376,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,376,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,376,000*

10  

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

 

11  

Percent of class represented by amount in Row (9)

 

    4.5%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 30,342,785 A Shares reported as outstanding by Eros International Plc as of September 30, 2014 in its current report on Form 6-K dated November 12, 2014 and furnished to the SEC on November 12, 2014.


CUSIP No. G3788M114   Page 8 of 13

 

  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

 

     Republic of Mauritius

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    1,376,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    1,376,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    1,376,000*

10  

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

 

11  

Percent of class represented by amount in Row (9)

 

    4.5%**

12  

Type of reporting person (see instructions)

 

    CO

 

* See Item 4 of this Schedule.
** Based on 30,342,785 A Shares reported as outstanding by Eros International Plc as of September 30, 2014 in its current report on Form 6-K dated November 12, 2014 and furnished to the SEC on November 12, 2014.


Page 9 of 13

 

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) c/o CIM Corporate Services Ltd

Les Cascades, Edith Cavell Street

Port Louis

Republic of Mauritius

 

  (vii) c/o CIM Corporate Services Ltd

Les Cascades, Edith Cavell Street

Port Louis

Republic of Mauritius

 

 

Item 2(c). Citizenship:

 

  (i) Republic of Singapore

 

  (ii) Republic of Singapore

 

  (iii) Republic of Singapore

 

  (iv) Republic of Singapore

 

  (v) Republic of Singapore

 

  (vi) Republic of Mauritius

 

  (vii) Republic of Mauritius

 

 


Page 10 of 13

 

 

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

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

 

 

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:

As of December 31, 2014, 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, as of December 31, 2014, FPL may be deemed to beneficially own the 2,600,000 A Shares held in the unit trust. There are no changes to the above shareholdings as of the date of this Schedule.

As of December 31, 2014, 1,376,000 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, as of December 31, 2014, each of Dunearn, Seletar and Temasek Capital may be deemed to beneficially own the 1,376,000 A Shares held by Northbrooks. There are no changes to the above shareholdings as of the date of this Schedule.

FPL and Temasek Capital are wholly-owned by Temasek Holdings. Therefore, as of December 31, 2014, Temasek Holdings may be deemed to beneficially own the 3,976,000 A Shares deemed to be beneficially owned in aggregate by FPL and Temasek Capital.

 

  (b) Percent of class:

As of December 31, 2014, the 2,600,000 A Shares held in the unit trust that is beneficially owned by TFAPL, and which may be deemed to be beneficially owned by FPL, constitute approximately 8.6% of the A Shares outstanding.

As of December 31, 2014, the 1,376,000 A Shares held by Northbrooks, and which may be deemed to be beneficially owned by each of Dunearn, Seletar and Temasek Capital, constitute approximately 4.5% of the A Shares outstanding.

As of December 31, 2014, the A Shares that may be deemed to be beneficially owned by Temasek Holdings, in the aggregate, constitute approximately 13.1% of the A Shares outstanding.

All percentage calculations in this Schedule are based on 30,342,785 A Shares reported as outstanding by Eros International Plc as of September 30, 2014 in its current report on Form 6-K dated November 12, 2014 and furnished to the SEC on November 12, 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: 3,976,000.

FPL: 2,600,000.

TFAPL: 2,600,000.

Temasek Capital: 1,376,000.

Seletar: 1,376,000.

Dunearn: 1,376,000.

Northbrooks: 1,376,000.

 

 


Page 11 of 13

 

 

 

  (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: 3,976,000.

FPL: 2,600,000.

TFAPL: 2,600,000.

Temasek Capital: 1,376,000.

Seletar: 1,376,000.

Dunearn: 1,376,000.

Northbrooks: 1,376,000.

 

 

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 13

 

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: February 13, 2015     TEMASEK HOLDINGS (PRIVATE) LIMITED(1)
    By:  

/s/ Choo Soo Shen Christina

      Name:   Choo Soo Shen Christina
      Title:   Authorized Signatory
Dated: February 13, 2015     FULLERTON (PRIVATE) LIMITED(1)
    By:  

/s/ Cheong Kok Tim

      Name:   Cheong Kok Tim
      Title:   Director
Dated: February 13, 2015     TEMASEK FULLERTON ALPHA PTE. LTD.(1)
    By:  

/s/ Choo Soo Shen Christina

      Name:   Choo Soo Shen Christina
      Title:   Director


Page 13 of 13

 

Dated: February 13, 2015     TEMASEK CAPITAL (PRIVATE) LIMITED(1)
    By:  

/s/ Cheong Kok Tim

      Name:   Cheong Kok Tim
      Title:   Director
Dated: February 13, 2015     SELETAR INVESTMENTS PTE LTD(1)
    By:  

/s/ Git Oi Chee

      Name:   Git Oi Chee
      Title:   Director
Dated: February 13, 2015     DUNEARN INVESTMENTS (MAURITIUS) PTE LTD(1)
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director
Dated: February 13, 2015     NORTHBROOKS INVESTMENTS (MAURITIUS) PTE LTD(1)
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director

 

(1) This amendment is being filed jointly by 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 pursuant to the Joint Filing Agreement dated July 14, 2014 filed as an exhibit to the amendment to Schedule 13G filed by 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 with respect to the issuer on July 14, 2014.