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. )*
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)
November 13, 2013
(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 9 |
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
Singapore | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
6 | Shared voting power
1,700,000* | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
1,700,000* | |||||
9 | Aggregate amount beneficially owned by each reporting person
1,700,000* | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row (9)
7.38%** | |||||
12 | Type of reporting person (see instructions)
HC |
* | See Item 4 of this Schedule. |
** | Based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the Securities and Exchange Commission (“SEC”) on November 14, 2012. |
CUSIP No. G3788M114 | Page 3 of 9 |
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
Singapore | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
6 | Shared voting power
1,700,000* | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
1,700,000* | |||||
9 | Aggregate amount beneficially owned by each reporting person
1,700,000* | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row (9)
7.38%** | |||||
12 | Type of reporting person (see instructions)
HC |
* | See Item 4 of this Schedule. |
** | Based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2012. |
CUSIP No. G3788M114 | Page 4 of 9 |
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
Singapore | |||||
Number of shares beneficially owned by each reporting person with: | 5 | Sole voting power
0 | ||||
6 | Shared voting power
1,700,000* | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
1,700,000* | |||||
9 | Aggregate amount beneficially owned by each reporting person
1,700,000* | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row (9)
7.38%** | |||||
12 | Type of reporting person (see instructions)
CO |
* | See Item 4 of this Schedule. |
** | Based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2012. |
Page 5 of 9
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. |
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
Item 2(c). | Citizenship: |
(i) | Singapore |
(ii) | Singapore |
(iii) | Singapore |
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.
Page 6 of 9
Item 4. | Ownership. |
(a) | Amount beneficially owned: 1,700,000 A Shares. |
1,700,000 A Shares are held in a unit trust, FullertonAlpha - Aggregate Fund, and beneficially owned by TFAPL, as the sole unitholder and sponsor of the unit trust. BNP Paribas Trust Services Singapore Limited is the trustee of the unit trust. TFAPL is wholly-owned by FPL, which in turn is wholly-owned by Temasek Holdings. Therefore, each of FPL and Temasek Holdings may be deemed to beneficially own the 1,700,000 A Shares held in the unit trust.
(b) | Percent of class: 7.38% |
The 1,700,000 A Shares held in the unit trust that is beneficially owned by TFAPL constitute approximately 7.38% of the A Shares outstanding.
The A Shares that may be deemed to be beneficially owned by each of Temasek Holdings and FPL constitute approximately 7.38% of the A Shares outstanding.
All percentage calculations in this Schedule are based on 23,037,548 A Shares reported as outstanding immediately after the initial public offering by Eros International Plc in its prospectus dated November 12, 2013 and filed with the SEC on November 14, 2013.
(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: 1,700,000.
FPL: 1,700,000.
TFAPL: 1,700,000.
(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: 1,700,000.
FPL: 1,700,000.
TFAPL: 1,700,000.
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 7 of 9
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: November 25, 2013 | TEMASEK HOLDINGS (PRIVATE) LIMITED | |||||||||
By: | /s/ Choo Soo Shen Christina | |||||||||
Name: | Choo Soo Shen Christina | |||||||||
Title: | Authorized Signatory | |||||||||
Dated: November 25, 2013 | FULLERTON (PRIVATE) LIMITED | |||||||||
By: | /s/ Lena Chia Yue Joo | |||||||||
Name: | Lena Chia Yue Joo | |||||||||
Title: | Director | |||||||||
Dated: November 25, 2013 | TEMASEK FULLERTON ALPHA PTE. LTD. | |||||||||
By: | /s/ Choo Soo Shen Christina | |||||||||
Name: | Choo Soo Shen Christina | |||||||||
Title: | Director |
Exhibit Index
Exhibit A | Joint Filing Agreement, dated November 25, 2013, among Temasek Holdings (Private) Limited, Fullerton (Private) Limited and Temasek Fullerton Alpha Pte. Ltd. |
Exhibit A
JOINT FILING AGREEMENT
We, the signatories of this Statement on Schedule 13G to which this Agreement is attached, hereby agree that such Statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
Dated: November 25, 2013 | TEMASEK HOLDINGS (PRIVATE) LIMITED | |||||||||
By: | /s/ Choo Soo Shen Christina | |||||||||
Name: | Choo Soo Shen Christina | |||||||||
Title: | Authorized Signatory | |||||||||
Dated: November 25, 2013 | FULLERTON (PRIVATE) LIMITED | |||||||||
By: | /s/ Lena Chia Yue Joo | |||||||||
Name: | Lena Chia Yue Joo | |||||||||
Title: | Director | |||||||||
Dated: November 25, 2013 | TEMASEK FULLERTON ALPHA PTE. LTD. | |||||||||
By: | /s/ Choo Soo Shen Christina | |||||||||
Name: | Choo Soo Shen Christina | |||||||||
Title: | Director |