Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*
|
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.
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CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 2 of 12 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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Republic of Singapore
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
45,870,217 (1)
|
|
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|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
45,870,217 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
45,870,217 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
9.0% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
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CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 3 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
GIC Asset Management Pte. Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Republic of Singapore
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
41,848,865 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
41,848,865 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
41,848,865 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.2% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 4 of 12 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Radiance Star Pte. Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Republic of Singapore
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
41,848,865 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
41,848,865 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
41,848,865 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
8.2% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 5 of 12 Pages
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
Name
|
Address
|
Principal Occupation
|
Citizenship
|
|||
Lee Hsien Loong
|
Prime Minister’s Office
Istana Annexe
Singapore 238823
|
Prime Minister
|
Singapore Citizen
|
|||
Tharman Shanmugaratnam
|
Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
|
Senior Minister & Coordinating Minister for Social Policies
|
Singapore Citizen
|
|||
Lawrence Wong
|
Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
|
Deputy Prime Minister and Minister for Finance
|
Singapore Citizen
|
|||
Heng Swee Keat
|
Ministry of Finance
100 High Street
#10-01 The Treasury
Singapore 179434
|
Deputy Prime Minister
and
Coordinating Minister for Economic Policies
|
Singapore Citizen
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 6 of 12 Pages
|
Teo Chee Hean
|
Ministry of Home Affairs
New Phoenix Park
28 Irrawaddy Road
Singapore 329560
|
Senior Minister &
Coordinating Minister for
National Security
|
Singapore Citizen
|
|||
Lim Hng Kiang
|
Ministry of Trade & Industry
100 High Street
#09-01 The Treasury
Singapore 179434
|
Special Advisor to Ministry of Trade & Industry
|
Singapore Citizen
|
|||
Ang Kong Hua
|
30 Hill Street #05-04
Singapore 179360
|
Chairman, Sembcorp Industries Ltd
|
Singapore Citizen
|
|||
Peter Seah Lim Huat
|
12 Marina Boulevard
Marina Bay Financial Centre
Tower 3, Level 45
Singapore 018982
|
Chairman, DBS Group Holdings Ltd
|
Singapore Citizen
|
|||
Hsieh Fu Hua
|
National University of Singapore
|
Co-Founder and Advisor, PrimePartners Group
|
Singapore Citizen
|
|||
University Hall Lee Kong
Chian Wing, UHL #06-01 21
Lower Kent Ridge Road
Singapore 119077
|
||||||
Loh Boon Chye
|
2 Shenton Way
#02-02 SGX Centre 1
Singapore 068804
|
Chief Executive Officer, Singapore Exchange Ltd
|
Singapore Citizen
|
|||
Gautam Banerjee
|
Marina Bay Financial Centre
Tower 2
Suite 13-01/02, Marina
Boulevard
Singapore 018983
|
Chairman,
Blackstone Singapore
|
Singapore Citizen
|
|||
Koh Boon Hwee
|
c/o 1 Tanglin Road
Singapore 147905
03-13 Orchard Rendezvous
Hotel
|
Chairman, Altara Ventures Pte Ltd
|
Singapore Citizen
|
|||
Dr Tony Tan Keng Yam
|
168 Robinson Road #37-01
Capital Tower Singapore 068912
|
Special Advisor, GIC
|
Singapore Citizen
|
|||
Seck Wai Kwong
|
10 Marina Boulevard, #32-01
Marina Bay Financial Centre
Tower 2
Singapore 018983
|
Chief Executive Officer, Asia Pacific Eastspring Investments (Singapore) Limited
|
Singapore Citizen
|
|||
Lim Chow Kiat
|
168 Robinson Road #37-01
Capital Tower
Singapore 068912 |
Chief Executive Officer, GIC
|
Singapore Citizen
|
|||
Dr Jeffrey Jaensubhakij
|
168 Robinson Road #37-01
Capital Tower
Singapore 068912
|
Group Chief Investment Officer, GIC
|
Singapore Citizen
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 7 of 12 Pages
|
Name
|
Address
|
Principal Occupation
|
Citizenship
|
|||
Deanna Ong
|
168 Robinson Road #37-01
Capital Tower Singapore 06891
|
Chief People Officer, GIC
|
Singapore Citizen
|
|||
Chan Hoe Yin
|
168 Robinson Road #37-01
Capital Tower Singapore 06891
|
Director, Investment Services Private Markets, GIC
|
Singapore Citizen
|
|||
Lim Chow Kiat
|
168 Robinson Road #37-01 Capital Tower Singapore 068912
|
Director, Chief Executive Officer, GIC
|
Singapore Citizen
|
|||
Dr Jeffrey
Jaensubhakij
|
168 Robinson Road #37-01 Capital Tower Singapore 068912
|
Director, Group Chief Investment Officer, GIC
|
Singapore Citizen
|
Name
|
Address
|
Principal Occupation
|
Citizenship
|
|||
Liew Tzu Mi
|
168 Robinson Road #37-01
Capital Tower Singapore 06891
|
Chief Investment Officer, Fixed Income, GIC
|
Singapore Citizen
|
|||
Loo Wee Poon
|
168 Robinson Road #37-01
Capital Tower Singapore 06891
|
Head, Portfolio Solutions Group, GIC
|
Singapore Citizen
|
Name
|
Address
|
Principal Occupation
|
Citizenship
|
|||
Feng Qi
|
168 Robinson Road #37-01
Capital Tower Singapore 06891
|
Senior Vice President, Integrated Strategies Group, GIC
|
United States Citizen
|
|||
Rahul Bhattacherjee
|
168 Robinson Road #37-01
Capital Tower Singapore 06891
|
Managing Director, Integrated Strategies Group, GIC
|
Canada Citizen
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 8 of 12 Pages
|
Item 4. |
Purpose of Transaction.
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 9 of 12 Pages
|
Item 5. |
Interest in Securities of the Issuer.
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 10 of 12 Pages
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 11 of 12 Pages
|
Item 7. |
Material to be filed as Exhibits.
|
Exhibit Number
|
Description
|
Joint Filing Agreement
|
|
2.
|
Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.9 of the Issuer’s registration statement on Form F-4 filed with the SEC on May 18, 2022)
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 12 of 12 Pages
|
GIC PRIVATE LIMITED
|
|
By: /s/ Diane Liang
|
|
Name: Diane Liang
|
|
Title: Senior Vice President
|
|
Date: March 31, 2023
|
|
By: /s/ Toh Tze Meng
|
|
Name: Toh Tze Meng
|
|
Title: Senior Vice President
|
|
Date: March 31, 2023
|
|
GIC ASSET MANAGEMENT PTE. LTD.
|
|
By: /s/ Chan Hoe Yin
|
|
Name: Chan Hoe Yin
|
|
Title: Director
|
|
Date: March 31, 2023
|
|
RADIANCE STAR PTE. LTD.
|
|
By: /s/ Daniel Loo
|
|
Name: Daniel Loo
|
|
Title: Director
|
|
Date: March 31, 2023
|
CUSIP No. M7S64L115
|
SCHEDULE 13D
|
Page 1 of 1 Page
|
GIC PRIVATE LIMITED
|
|
By: /s/ Diane Liang
|
|
Name: Diane Liang
|
|
Title: Senior Vice President
|
|
Date: March 31, 2023
|
|
By: /s/ Toh Tze Meng
|
|
Name: Toh Tze Meng
|
|
Title: Senior Vice President
|
|
Date: March 31, 2023
|
|
GIC ASSET MANAGEMENT PTE. LTD.
|
|
By: /s/ Chan Hoe Yin
|
|
Name: Chan Hoe Yin
|
|
Title: Director
|
|
Date: March 31, 2023
|
|
RADIANCE STAR PTE. LTD.
|
|
By: /s/ Daniel Loo
|
|
Name: Daniel Loo
|
|
Title: Director
|
|
Date: March 31, 2023
|