0000950103-15-000644.txt : 20150129 0000950103-15-000644.hdr.sgml : 20150129 20150129060511 ACCESSION NUMBER: 0000950103-15-000644 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150129 DATE AS OF CHANGE: 20150129 GROUP MEMBERS: ESTA INVESTMENTS PTE. LTD. GROUP MEMBERS: TEMBUSU CAPITAL PTE. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 21Vianet Group, Inc. CENTRAL INDEX KEY: 0001508475 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86326 FILM NUMBER: 15556670 BUSINESS ADDRESS: STREET 1: M5, 1JIUXIANQIAO EAST ROAD STREET 2: Chaoyang District CITY: Beijing STATE: F4 ZIP: 100016 BUSINESS PHONE: (86 10) 8456-2121 MAIL ADDRESS: STREET 1: M5, 1JIUXIANQIAO EAST ROAD STREET 2: Chaoyang District CITY: Beijing STATE: F4 ZIP: 100016 FORMER COMPANY: FORMER CONFORMED NAME: 21 Vianet Group, Inc. DATE OF NAME CHANGE: 20101221 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 13D/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 13D/A 1 dp52921_sc13da3.htm FORM SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
 
 
21VIANET GROUP, INC.
(Name of Issuer)
 
 
American Depositary Shares,
each representing six Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
 
 
90138A996
(CUSIP Number)
 
 
Jonathan Selvadoray
Temasek International Pte. Ltd.
60B Orchard Road, #06-18 Tower 2
The Atrium@Orchard
Singapore  238891
Telephone: +65 6828 2442
 
With Copies to:
Miranda So
Davis Polk & Wardwell
Hong Kong Club Building
3A Chater Road
Central, Hong Kong
Telephone: + 852 2533 3300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
January 28, 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 §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  o
 
*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 (“Exchange 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.
 
 
90138A996
1.
Names of Reporting Persons.
 
Esta Investments Pte. Ltd.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
64,668,022 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
64,668,022 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
64,668,022 Class A ordinary shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
Approximately 15.18% of the Class A ordinary shares1
14.
Type of Reporting Person (See Instructions)
 
CO
 

1 Represents approximately 5.80% of the voting power of the ordinary shares of the Issuer. Represents approximately 13.07% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 426,000,143 Class A ordinary shares and 68,906,248 Class B ordinary shares outstanding as of January 15, 2015 as communicated by the Issuer to the Reporting Persons on January 15, 2015.
 
 
 

 
 
CUSIP No.
 
 
90138A996
1.
Names of Reporting Persons.
 
Tembusu Capital Pte. Ltd.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
Singapore
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
64,668,022 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
64,668,022 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
64,668,022 Class A ordinary shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
Approximately 15.18% of the Class A ordinary shares2
14.
Type of Reporting Person (See Instructions)
 
CO
 
 

2 Represents approximately 5.80% of the voting power of the ordinary shares of the Issuer. Represents approximately 13.07% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 426,000,143 Class A ordinary shares and 68,906,248 Class B ordinary shares outstanding as of January 15, 2015 as communicated by the Issuer to the Reporting Persons on January 15, 2015.
 
 
Page 3

 
 
CUSIP No.
 
 
90138A996
1.
Names of Reporting Persons.
 
Temasek Holdings (Private) Limited
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
6.
Citizenship or Place of Organization
 
Singapore
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
Sole Voting Power
 
0
8.
 
Shared Voting Power
 
64,668,022 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
64,668,022 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
64,668,022 Class A ordinary shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
Approximately 15.18% of the Class A ordinary shares3
14.
Type of Reporting Person (See Instructions)
 
CO
 
 

3 Represents approximately 5.80% of the voting power of the ordinary shares of the Issuer. Represents approximately 13.07% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 426,000,143 Class A ordinary shares and 68,906,248 Class B ordinary shares outstanding as of January 15, 2015 as communicated by the Issuer to the Reporting Persons on January 15, 2015.
 
 
Page 4

 
 
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed on October 25, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto dated December 2, 2014 (“Amendment No. 1”), Amendment No. 2 thereto dated January 16, 2015 (“Amendment No. 2”, together with Amendment No. 1, this Amendment No. 3 and the Original Schedule 13D, the “Statement”), and is being filed on behalf of Esta Investments Pte. Ltd., a company incorporated under the laws of Singapore (“Esta”), Tembusu Capital Pte. Ltd., a company incorporated under the laws of Singapore (“Tembusu”), and Temasek Holdings (Private) Limited, a company incorporated under the laws of Singapore (“Temasek Holdings”, together with Esta and Tembusu, the “Reporting Persons”) in respect of the American Depositary Shares (the “ADSs”), each representing six Class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”), of 21Vianet Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Issuer”), with its principal executive office located at M5, 1 Jiuxianqiao East Road, Chaoyang District, Beijing 100016, The People’s Republic of China.

This Amendment No. 3 is being filed by the Reporting Persons to report the amendment of the 2014 Purchase Agreement.

Unless otherwise stated herein, the Original Schedule 13D as amended by Amendment No. 1 and Amendment No. 2 remains in full force and effect. All capitalized terms used in this Amendment No. 3 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D, Amendment No. 1 and Amendment No. 2.

Item 2.  Identity and Background

Item 2 of the Statement (including Schedule A attached thereto) is hereby amended and restated in its entirety as follows:

This Schedule 13D is jointly filed on behalf of Esta Investments Pte. Ltd., a company incorporated under the laws of Singapore (“Esta”), Tembusu Capital Pte. Ltd., a company incorporated under the laws of Singapore (“Tembusu”), and Temasek  Holdings (Private) Limited, a company incorporated under the laws of Singapore (“Temasek Holdings”). The principal business address of each of Esta, Tembusu and Temasek Holdings is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore, 238891. The principal business of each of Esta, Tembusu and Temasek Holdings is investment holding.

Esta is a wholly-owned subsidiary of Tembusu, which is in turn a wholly-owned subsidiary of Temasek Holdings.

The name, business address, present principal occupation and citizenship of the directors and executive officers of each of the Reporting Persons are set forth in Schedule A attached hereto, which is incorporated herein by reference.

Neither the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, any of the persons listed in Schedule A has, during the last five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or its being 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.
 
 
Page 5

 
 
Item 4.  Purpose of Transaction 

Item 4 of the Statement is hereby amended and supplemented by inserting the following paragraphs before the last paragraph of Item 4:

On January 28, 2015, the Issuer and Esta entered into an amendment to the 2014 Purchase Agreement (the “Amendment Agreement”). Pursuant to the Amendment Agreement, the Schedule 3.03(a) (Company Capitalization) of the 2014 Purchase Agreement is amended and restated in its entirety as set forth in the Amendment Agreement.

A copy of the Amendment Agreement is attached hereto as Exhibit 99.7, and is incorporated by reference herein. The foregoing descriptions of the Amendment Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreement attached hereto as Exhibit 99.7.

Item 7.  Material to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented by adding the following exhibit:

Exhibit 99.7.
Amendment No. 1 to Purchase Agreement, dated as of January 28, 2015, between the Issuer and Esta.
 
 
Page 6

 
 
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: January 29, 2015
 


 
ESTA INVESTMENTS PTE. LTD.
 
     
     
 
By:
/s/ Ang Peng Huat
 
   
Name: Ang Peng Huat
 
   
Title: Authorised Signatory
 


 
TEMBUSU CAPITAL PTE. LTD.
 
     
     
 
By:
/s/ Goh Bee Kheng
 
   
Name: Goh Bee Kheng
 
   
Title: Director
 

 

 
TEMASEK HOLDINGS (PRIVATE) LIMITED
 
     
     
 
By:
/s/  Choo Soo Shen Christina
 
   
Name: Choo Soo Shen Christina
 
   
Title: Authorised Signatory
 



 
Page 7

 
 
SCHEDULE A
 
The name, business address and present principal occupation of each director and executive officer of the Reporting Persons is set forth below.
 
Esta Investments Pte. Ltd.

Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Lim Kim Hwee
 
c/o 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Director – Operations
Temasek International Pte. Ltd.
Singapore Citizen
Director
Ray Parangam
 
c/o 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Director – Organisation and People
Temasek International Pte. Ltd.
Indian Citizen

Tembusu Capital Pte. Ltd.

Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Cheong Kok Tim
 
c/o 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Managing Director  – Legal & Regulations
Temasek International Pte. Ltd.
 
Singapore Citizen
Director
Goh Bee Kheng
 
c/o 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Managing Director – Finance
Temasek International Pte. Ltd.
 
Singapore Citizen
 
Temasek Holdings (Private) Limited
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Chairman & Director
Lim Boon Heng
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Chairman
Temasek Holdings (Private) Limited
Singapore
Citizen
Deputy Chairman
Cheng Wai Keung
 
3 Killiney Road
#10-01
Winsland House 1
Singapore 239519
 
Chairman and Managing Director
Wing Tai Holdings Limited
 
Singapore
Citizen
 
 
Page 8

 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Kua Hong Pak
 
205 Braddell Road,
East Wing 7th Floor
Singapore 579701
Managing Director and Group CEO
ComfortDelGro Corporation Limited
Singapore
Citizen
Director
Goh Yew Lin
 
50 Raffles Place,
#33-00 Singapore Land Tower
Singapore 048623
Managing Director
G.K. Goh Holdings Limited
Singapore
Citizen
Director
Teo Ming Kian
 
Caldecott Broadcast Centre,
Andrew Road
Singapore 299939
Chairman,
MediaCorp Pte. Ltd.
Singapore
Citizen
Director
Marcus Wallenberg
 
SE-106 40
Stockholm, Sweden
Chairman
Skandinaviska Enskilda Banken,
Saab AB and Foundation Asset Management
Sweden AB
Swedish Citizen
Director
Lien Jown Leam Michael
 
One Raffles Place
(formerly known as OUB Centre)
#51-00
Singapore 048616
Executive Chairman
Wah Hin and Company Private Limited
Singapore
Citizen
Director
Wong Yuen Kuai Lucien
 
One Marina
Boulevard #28-00
Singapore 018989
Chairman and Senior Partner
Allen & Gledhill LLP
Singapore
Citizen
Director
Robert Bruce Zoellick
 
c/o 101 Constitution Avenue, NW
Suite 1000 East
Washington, DC 20001
Chairman,
Goldman Sachs International Advisors
United States Citizen
Director
Chin Yoke Choong Bobby
 
c/o Interlocal Exim Pte Ltd
2 Kim Chuan Lane,
Kong Siang Group Building
Singapore 532072
Deputy Chairman, NTUC Enterprise Cooperative Limited
Singapore Citizen
Director
Ng Chee Siong Robert
 
11th -12th Floors,
Tsim Sha Tsui Centre,
Salisbury Road,
Tsim Sha Tsui, Kowloon, Hong Kong
Chairman,
Sino Land Company Ltd.
Singapore Citizen/ Hong Kong Citizen
 
 
Page 9

 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Peter Robert Voser
 
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Board Director,
International Business Machines Corporation and
Roche Holding Ltd
Swiss Citizen
Executive Director & CEO
Ho Ching
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Executive Director and CEO
Temasek Holdings (Private) Limited
 
Singapore
Citizen
President, Temasek International Pte. Ltd.
Gregory L. Curl
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
President
Temasek International Pte. Ltd.
United States Citizen
President, Temasek International Pte. Ltd.
Lee Theng Kiat
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
President
Temasek International Pte. Ltd.
Singapore Citizen
Co-Head, Corporate Development Group,
Head, Organisation & People,
Temasek International Pte. Ltd.
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.
Singapore Citizen
Head, Strategic & Public Affairs, Temasek International Pte. Ltd.
Cheo Hock Kuan
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Strategic & Public Affairs,
Temasek International Pte. Ltd.
Singapore Citizen
Head, Investment Group,
Co-Head, China,
Co-Head, Credit Portfolio,
Temasek International Pte. Ltd.
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.
Singapore Citizen
 
 
Page 10

 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Head, Enterprise Development Group, Head, Singapore, Co-Head, Americas, Temasek International Pte. Ltd.
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.
Singapore Citizen
Co-Head, Markets Group,
Head, Consumer & Real Estate,
Head, South East Asia,
Temasek International Pte. Ltd.
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.
Singapore Citizen
Head, Corporate Development Group,
Chief Financial Officer,
Co-Head, Portfolio Management,
Temasek Holdings (Private) Limited
Leong Wai Leng
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Corporate Development Group,
Chief Financial Officer,
Co-Head, Portfolio Management,
Temasek Holdings (Private) Limited
Singapore Citizen
Co-Head, Enterprise Development Group,
Head, Industrials,
Head, Australia & New Zealand,
Head, Africa & Middle East,
Temasek International Pte. Ltd.
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.
Singapore Citizen
Senior Managing Director, Enterprise Development
Group,
Temasek International Pte. Ltd.
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.
New Zealand Citizen
General Counsel, Temasek International Pte. Ltd.
Pek Siok Lan
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
General Counsel
Temasek International Pte. Ltd.
Singapore Citizen
Head, Telecom, Media & Technology,
Co-Head, India,
Co-Head, Africa & Middle East,
Temasek International Pte. Ltd.
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.
Indian Citizen
 
 
Page 11

 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Co-Head, Investment Group,
Co-Head, Portfolio & Strategy Group,
Head, Energy & Resources,
Head, India,
Head, Portfolio Strategy & Value Management,
Temasek International Pte. Ltd.
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.
Singapore Citizen
Head, Markets Group,
President, Americas,
Head, Credit Portfolio,
Temasek International Pte. Ltd.
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.
United States Citizen
Head, Portfolio and Strategy Group,
Head, Europe,
Head, Portfolio Management,
Head, Strategy,
Co-Head, Singapore,
Temasek International Pte. Ltd.
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.
Singapore Citizen
Head, China
Temasek International Pte. Ltd.
Wu Yibing
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, China
Temasek International Pte. Ltd.
United States Citizen
Senior Managing Director, Europe,
Co-Head, Industrials,
Temasek International (Europe) Limited
Benoit Louis Marie Francois Valentin
 
23 King Street
London SW1Y 6QY
United Kingdom
Senior Managing Director, Europe,
Co-Head, Industrials,
Temasek International (Europe) Limited
France Citizen
 
 
Page 12

 
 

 
EX-99.7 2 dp52921_ex9907.htm EXHIBIT 99.7
Exhibit 99.7
 
AMENDMENT NO. 1 TO
PURCHASE AGREEMENT
 
This AMENDMENT NO. 1, dated as of January 28, 2015 (this “Amendment”), amends the Purchase Agreement, dated as of December 1, 2014 (the “Agreement”), by and between (i) 21Vianet Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”) and (ii) Esta Investments Pte. Ltd., a company incorporated under the laws of Singapore.
 
RECITALS:
 
WHEREAS, the parties to the Agreement now desire to amend the Agreement in accordance with Section 9.07 of the Agreement and as set forth herein.
 
NOW, THEREFORE, in consideration of the mutual promises and covenants contained therein and herein, and in reliance upon the representations, warranties, conditions, agreements and covenants contained therein and herein, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:
 
1.           Definitions.  All capitalized terms used but not defined in this Amendment shall have the meaning assigned to such terms in the Agreement and the rules of interpretation and construction set forth in Section 1.02 of the Agreement shall also apply to this Amendment.
 
2.           Amendment.  Schedule 3.03(A) of the Agreement is hereby amended and restated in its entirety as follows:
 
Company Capitalization
 
 
As of December 1, 2014
Immediately Prior to Closing
 
Total Issued and Outstanding Class A Shares
 
346,803,765(1)
356,102,586
 
Total Issued and Outstanding Class B Shares
 
49,430,544
40,131,723
 
Total Issued and Outstanding Ordinary Shares
 
396,234,309
396,234,309
 
Total Issued and Outstanding Voting Shares(2)
 
841,109,205
757,419,816
 
(1)
Consists of, as of December 1, 2014, (a) 347,016,642 Class A Ordinary Shares held by CITI (NOMINEES) LIMITED (which includes 226,459 ADSs that are reserved for future issuance in connection with share-based awards) and (b) 9,105,633 Class A Ordinary Shares held by other shareholders, less (c) 9,318,510 Class A Ordinary Shares repurchased by the Company and kept as treasury stock.
 
 
(2)
It is calculated by the formula: Total Voting Shares = Total Class A Shares + (10 × Total Class B Shares).

 
 

 
 
Total Authorized Shares of the Company as of the date hereof consist of US$15,000 divided into (i) 1,200,000,000 Class A Ordinary Shares of a nominal or par value of US$0.00001 each and (ii) 300,000,000 Class B Ordinary Shares of a nominal or par value of US$0.00001 each.

As of the date hereof, other than the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as described above, the Company Securities include the Class A Ordinary Shares reserved for options and restricted share units outstanding.  In addition, the Company may have obligations to issue additional Class A Ordinary Shares in connection with several past acquisitions, which have been disclosed in Exchange Act Documents (other than any information disclosed therein under the heading “Risk Factors”).
 
 
3.
Miscellaneous
 
(a)           Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect.  This Amendment shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein.  Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Agreement.  This Amendment and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement.  If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the matters set forth herein, the terms of this Amendment shall control.
 
(b)           THIS AMENDMENT, INCLUDING THE FORMATION, BREACH, TERMINATION, VALIDITY, INTERPRETATION AND ENFORCEMENT THEREOF, AND ALL TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, AND ALL CLAIMS OR DISPUTES RELATING HERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
 
 
- 2 -

 
 
NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES OF SUCH STATE.
 
(c)           This Amendment, taken together with the Agreement and the PRA embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
 
(d)           This Amendment may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder.
 
 
(e)           Section 9.01, Section 9.02, Section 9.05, Section 9.06, Section 9.09, Section 9.11 and Section 9.12 of the Purchase Agreement are each hereby incorporated by reference mutatis mutandis.
 
[Signature pages follow]
 
 
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.
 
ESTA INVESTMENTS PTE. LTD.
 
   
   
By:
/s/ Ang Peng Huat
 
 
Name: Ang Peng Huat
 
 
Title:   Authorised Signatory
 

 
 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

21VIANET GROUP, INC.
 
   
   
By:
/s/ Sheng Chen
 
 
Name: Sheng Chen
 
 
Title:   Director