0000905148-18-000215.txt : 20180209 0000905148-18-000215.hdr.sgml : 20180209 20180209164212 ACCESSION NUMBER: 0000905148-18-000215 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Netshoes (Cayman) Ltd. CENTRAL INDEX KEY: 0001562767 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 981007784 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90322 FILM NUMBER: 18592366 BUSINESS ADDRESS: STREET 1: RUA VERGUEIRO 961 LIBERDADE CITY: SAO PAULO STATE: D5 ZIP: 01504-001 BUSINESS PHONE: 55-11-3028-3528 MAIL ADDRESS: STREET 1: RUA VERGUEIRO 961 LIBERDADE CITY: SAO PAULO STATE: D5 ZIP: 01504-001 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 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 1 efc18-097_sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Netshoes (Cayman) Ltd.
 (Name of Issuer)
Common Shares, nominal value US$0.0033 per common share
(Title of Class of Securities)
 
G6455X107
(CUSIP Number)
December 31, 2017
 (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)
* 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 provision of the Act (however, see the Notes.)

Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
 


SCHEDULE 13G
CUSIP No. G6455X107 Page 2 of 10 Pages 
 
1
NAMES OF REPORTING PERSONS
 
 
GIC PRIVATE LIMITED
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(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
5
SOLE VOTING POWER
 
 
55,997
 
 
 
 
6
SHARED VOTING POWER
 
 
2,530,688
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
55,997
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,530,688
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,586,685
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.34% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1)  Based on 31,025,936 Shares outstanding as of April 18, 2017, according to the Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on May 15, 2017.
 
 
SCHEDULE 13G
CUSIP No. G6455X107 Page 3 of 10 Pages 
 
1
NAMES OF REPORTING PERSONS
 
 
GIC Special Investments Pte. Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(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
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,506,526
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,506,526
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,506,526
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.08% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1)  Based on 31,025,936 Shares outstanding as of April 18, 2017, according to the Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on May 15, 2017.
 
 
SCHEDULE 13G
CUSIP No. G6455X107 Page 4 of 10 Pages 
 
1
NAMES OF REPORTING PERSONS
 
 
Archy LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,506,526
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,506,526
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,506,526
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.08% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1)  Based on 31,025,936 Shares outstanding as of April 18, 2017, according to the Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on May 15, 2017.
 
 
SCHEDULE 13G
Page 5 of 10 Pages 
 
Item 1(a).
Name of Issuer:
Netshoes (Cayman) Ltd. (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
Rua Vergueiro 961, Liberdade
01504-001 Sao Paulo, Sao Paulo, Brazil
 
Item 2(a).
Name of Person Filing

GIC Private Limited
GIC Special Investments Pte. Ltd.
Archy LLC
 
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A 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, as amended. 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.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of GIC Private Limited and GIC Special Investments Pte. Ltd. is as follows:
 
168 Robinson Road
#37-01 Capital Tower
Singapore
068912
 Republic of Singapore
 
The address of Archy LLC is as follows:

One Bush Street, Suite 1100,
San Francisco, CA 94104, USA

Item 2(c).
Citizenship:

GIC Private Limited – Singapore
GIC Special Investments Pte. Ltd. – Singapore
Archy LLC – Delaware

Item 2(d).
Title of Class of Securities:
Common Shares, nominal value US$0.0033 per common share (the “Shares”)
 
Item 2(e).
CUSIP Number:
G6455X107
 
SCHEDULE 13G
Page 6 of 10 Pages 

 
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 - c)  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 tables: 
 
Reporting Person
Amount Beneficially Owned (1)
Percent of Class (2)
GIC Private  Limited
2,586,685
8.34%
GIC Special Investments Pte. Ltd.
2,506,526
8.08%
Archy LLC
2,506,526
8.08%
     
Reporting Person
Voting Power
Dispositive Power
 
Sole (1)
Shared (1)
Sole (1)
Shared (1)
GIC Private Limited 55,997 2,530,668 55,997 2,530,668 
GIC Special Investments Pte. Ltd.
0
2,506,526
0
2,506,526
Archy LLC
0
2,506,526
0
2,506,526
 

(1) Archy LLC shares the power to vote and the power to dispose of 2,506,526 Shares held directly by it 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 only has 2 clients – the Government of Singapore ("GoS") and the Monetary Authority of Singapore ("MAS"). Under the investment management agreement with GoS, GIC Private Limited 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 Private Limited has the sole power to vote and the sole power to dispose of 55,997 Shares beneficially owned by it.  GIC Private Limited shares the power to vote and the power to dispose of 24,162 Shares beneficially owned by it with MAS.  The Reporting Persons disclaim membership in a group.

(2) Based on 31,025,936 Shares outstanding as of April 18, 2017, according to the Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on May 15, 2017.
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.
 
 
 
SCHEDULE 13G
Page 7 of 10 Pages 
 
   
Item 10. Certification:
   
Not applicable.
 
 
 
 
SCHEDULE 13G
Page 8 of 10 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 as of February 9, 2018.


 
  
GIC PRIVATE LIMITED
   
By:
 /s/ Jimmy Teo Poh Leong
Name:
Jimmy Teo Poh Leong
Title:
Senior Vice President

 
  
By:
 /s/ Celine Loh Sze Ling
Name:
Celine Loh Sze Ling
Title:
Senior Vice President



 
  
GIC SPECIAL INVESTMENTS PTE. LTD.
   
By:
 /s/ Chan Hoe Yin
Name:
Chan Hoe Yin
Title:
Director
 

 
 
  
ARCHY LLC
   
By:
 /s/ Kevin Looi
Name:
Kevin Looi
Title:
Director
 
SCHEDULE 13G
Page 9 of 10 Pages 

 Exhibit Index
 
Exhibit A
Joint Filing Agreement, dated February 9, 2018, entered into by GIC Private Limited,  GIC Special Investments Pte. Ltd. and Archy LLC.
 
 
 



SCHEDULE 13G
Page 10 of 10 Pages 

 
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i) a statement on Schedule 13G with respect to the Common Shares of Netshoes (Cayman) Ltd. (including amendments thereto) filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Rule 13d-1(k)(1)(ii) under the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making the filing unless such person knows or has reason to believe such information is inaccurate.

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby executes this Agreement as of this 9th day of February 2018.


 
  
GIC PRIVATE LIMITED
   
By:
 /s/ Jimmy Teo Poh Leong
Name:
Jimmy Teo Poh Leong
Title:
Senior Vice President

 
  
By:
 /s/ Celine Loh Sze Ling
Name:
Celine Loh Sze Ling
Title:
Senior Vice President



 
  
GIC SPECIAL INVESTMENTS PTE. LTD.
   
By:
 /s/ Chan Hoe Yin
Name:
Chan Hoe Yin
Title:
Director

 
 
  
ARCHY LLC
   
By:
 /s/ Kevin Looi
Name:
Kevin Looi
Title:
Director