SCHEDULE 13G
CUSIP No. 53619W101 | Page 1 of 5 Pages |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
Linx S.A.
(Name of Issuer)
Common Shares, no par value per share, including in the form of American Depositary Shares
(Title of Class of Securities)
53619W101
(CUSIP Number)
June 26, 2019
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
☐ Rule13d-1(b)
☒ Rule13d-1(c)
☐Rule13d-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.)
SCHEDULE 13G
| CUSIP No. 53619W101 | Page 2 of 5 Pages |
| 1 | NAME OF REPORTING PERSONS
GIC 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 | 5 | SOLE VOTING POWER
11,749,020 | ||||
| 6 | SHARED VOTING POWER
3,780,676 | |||||
| 7 | SOLE DISPOSITIVE POWER
11,749,020 | |||||
| 8 | SHARED DISPOSITIVE POWER
3,780,676 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,529,696 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.20% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
| (1) | Based on 189,408,960 Common Shares outstanding as of June 26, 2019, according to the Form 424B4 - Prospectus filed by the Issuer with the Securities and Exchange Commission on June 27, 2019. |
SCHEDULE 13G
CUSIP No. 53619W101 | Page 3 of 5 Pages |
Item 1(a) Name of Issuer
Linx S.A.
Item 1(b) Address of Issuer’s Principal Executive Offices
Avenida Doutora Ruth Cardoso, 7,221
05425-902 Sao Paulo, SP
Federative Republic of Brazil
Item 2(a) Name of Persons Filing
GIC Private Limited (“GIC”)
Item 2(b) Address of Principal Business Office or, if none, Residence
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Item 2(c) Citizenship
Singapore
Item 2(d) Title of Class of Securities
Common Shares, no par value per share, including in the form of American Depositary Shares
Item 2(e) CUSIP Number
53619W101
Item 3 If this statement in filed pursuant to§§240.13d-1(b), or13d-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 the 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 | No. of Securities Beneficially Owned | Percent of Class (3) | Voting Power | Dispositive Power | ||||||||
| Sole (1), (2) | Shared (1), (2) | Sole (1), (2) | Shared (1), (2) | |||||||||
GIC Private Limited | 15,529,696 | 8.20 | 11,749,020 | 3,780,676 | 11,749,020 | 3,780,676 | ||||||
SCHEDULE 13G
CUSIP No. 53619W101 | Page 4 of 5 Pages |
| (1) | GIC 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 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 has the sole power to vote and power to dispose of the 11,749,020 securities beneficially owned by it. GIC shares power to vote and dispose of 3,780,676 securities beneficially owned by it with MAS. |
| (2) | GIC disclaims membership in a group. |
| (3) | Based on 189,408,960 Common Shares outstanding as of June 26, 2019, according to the Form 424B4—Prospectus filed by the Issuer with the Securities and Exchange Commission on June 27, 2019. |
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 Certifications
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.
SCHEDULE 13G
CUSIP No. 53619W101 | Page 5 of 5 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 Jul 4, 2019.
| GIC PRIVATE LIMITED | ||
| By: | /s/ Celine Loh Sze Ling | |
| Name: | Celine Loh Sze Ling | |
| Title: | Senior Vice President | |
| By: | /s/ Toh Tze Meng | |
| Name: | Toh Tze Meng | |
| Title: | Senior Vice President | |