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Section 1: SC 13D/A (SC 13D/A)

SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

 

 

CenturyLink, Inc.

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

156700106

(CUSIP Number)

Choo Soo Shen Christina

Director, Legal & Regulatory

Temasek International Pte. Ltd.

60B Orchard Road

#06-18 Tower 2

The Atrium@Orchard

Singapore 238891

Copy to

Michael W. Sturrock, Esq.

Latham & Watkins LLP

9 Raffles Place #42-02

Singapore 048619

Telephone: (65) 6536 1161

Facsimile: (65) 6536 1171

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 27, 2018

(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-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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 (“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. 156700106   Page 2 of 7

 

  1   

Names of Reporting Persons

 

Temasek Holdings (Private) Limited

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ☐        (b)  ☐

  3  

SEC Use Only

 

  4  

Source Of Funds

 

AF

  5  

Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)

 

  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

 

103,376,963

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

103,376,963

11  

Aggregate Amount Beneficially Owned By Each Reporting Person

 

103,376,963

12  

Check if the Aggregate Amount In Row (11) Excludes Certain Shares

 

13  

Percent Of Class Represented By Amount In Row (11)

 

9.7%(1)

14  

Type of Reporting Person

 

HC

 

(1) Percentage calculation based on 1,069,861,684 shares of Common Stock outstanding as of February 16, 2018, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2018.


CUSIP No. 156700106   Page 3 of 7

 

  1   

Names of Reporting Persons

 

Tembusu Capital Pte. Ltd.

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ☐        (b)  ☐

  3  

SEC Use Only

 

  4  

Source Of Funds

 

WC

  5  

Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)

 

  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

 

56,924,844

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

56,924,844

11  

Aggregate Amount Beneficially Owned By Each Reporting Person

 

56,924,844

12  

Check if the Aggregate Amount In Row (11) Excludes Certain Shares

 

13  

Percent Of Class Represented By Amount In Row (11)

 

5.3%(1)

14  

Type of Reporting Person

 

HC

 

(1) Percentage calculation based on 1,069,861,684 shares of Common Stock outstanding as of February 16, 2018, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 1, 2018.


CUSIP No. 156700106   Page 4 of 7

 

  1   

Names of Reporting Persons

 

Bartley Investments Pte. Ltd.

  2  

Check the Appropriate Box if a Member of a Group

 

(a)  ☐        (b)  ☐

  3  

SEC Use Only

 

  4  

Source Of Funds

 

AF

  5  

Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) or 2(e)

 

  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

 

56,924,844

     9   

Sole Dispositive Power

 

0

   10   

Shared Dispositive Power

 

56,924,844

11  

Aggregate Amount Beneficially Owned By Each Reporting Person

 

56,924,844

12  

Check if the Aggregate Amount In Row (11) Excludes Certain Shares

 

13  

Percent Of Class Represented By Amount In Row (11)

 

5.3%(1)

14  

Type of Reporting Person

 

HC

 

(1) Percentage calculation based on 1,069,861,684 shares of Common Stock outstanding as of February 16, 2018, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 1, 2018.


  Page 5 of 7

Explanatory Note

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D originally filed with the SEC on November 8, 2017, as amended and supplemented by Amendment No. 1 thereto filed on February 7, 2018 (together, the “Statement”) relating to the common stock, par value $1.00 per share (the “Common Stock”), of CenturyLink, Inc., a Louisiana corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 100 CenturyLink Drive, Monroe, Louisiana 71203.

Capitalized terms used but not defined herein have the meanings given to them in the Statement.

Item 2. Identity and Background

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

This Schedule 13D is filed jointly on behalf of Temasek Holdings (Private) Limited, a company organized under the laws of the Republic of Singapore (“Temasek Holdings”), Tembusu Capital Pte. Ltd., a company organized under the laws of the Republic of Singapore (“Tembusu Capital”), and Bartley Investments Pte. Ltd., a company organized under the laws of the Republic of Singapore (“Bartley” and, together with Temasek Holdings and Tembusu Capital, the “Reporting Persons”).

The address of the principal business office of each of the Reporting Persons is 60B Orchard Road, #06-18 Tower 2 The Atrium@Orchard, Singapore 238891.

The principal business of each of the Reporting Persons is investment holding.

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.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by adding the following:

On March 23, 26, 27 and 28, 2018, Ellington Investments Pte. Ltd., a wholly-owned subsidiary of Bartley (“Ellington”), acquired an aggregate of 10,472,724 shares of Common Stock as described in Item 5(c) below. The aggregate purchase price for these purchases by Ellington is $167.6 million (excluding commissions). These purchases were funded using Tembusu Capital’s working capital.


  Page 6 of 7

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a)-(b) As of March 28, 2018, 10,472,724 shares of the Common Stock, or approximately 1.0% of the outstanding Common Stock, were owned by Ellington, and 46,452,120 shares of the Common Stock, or approximately 4.3% of the outstanding Common Stock, were owned by Everitt Investments Pte. Ltd. (“Everitt”). Ellington and Everitt are each wholly owned by Bartley, which in turn is wholly owned by Tembusu Capital. Therefore, as of March 28, 2018, each of Bartley and Tembusu Capital may be deemed to beneficially own the 56,924,844 shares of Common Stock , or approximately 5.3% of the outstanding Common Stock, owned in the aggregate by Everitt and Ellington.

As of March 28, 2018, 46,452,119 shares of the Common Stock, or approximately 4.3% of the outstanding Common Stock, were owned by Aranda Investments Pte. Ltd. (“Aranda”). Aranda is wholly owned by Seletar Investments Pte Ltd (“Seletar”), which in turn is wholly owned by Temasek Capital (Private) Limited (“Temasek Capital”). Therefore, as of March 28, 2018, each of Seletar and Temasek Capital may be deemed to beneficially own the 46,452,119 shares of Common Stock owned by Aranda.

Tembusu Capital and Temasek Capital are each wholly owned by Temasek Holdings. Therefore, as of March 28, 2018, Temasek Holdings may be deemed to beneficially own the 103,376,963 shares of Common Stock beneficially owned in aggregate by Tembusu Capital and Temasek Capital.

To the knowledge of the Reporting Persons, the directors and executive officers of the Reporting Persons listed in Schedule A hereto beneficially own in the aggregate less than 1% of the Issuer’s outstanding shares of Common Stock.

The percentages of beneficial ownership of the Reporting Persons and their directors and executive officers listed in Schedule A hereto were calculated based on 1,069,861,684 shares of Common Stock outstanding as of February 16, 2018, as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on March 1, 2018.

(c) On March 23, 26, 27 and 28, 2018, Ellington made the following open market purchases of shares of Common Stock through the New York Stock Exchange:

 

Date of purchase

   Number of shares of Common
Stock purchased
     Average price per share of
Common Stock
 

March 23, 2018

     1,861,075      $ 15.7768  

March 26, 2018

     4,100,262      $ 15.9102  

March 27, 2018

     1,795,440      $ 16.1349  

March 28, 2018

     2,715,947      $ 16.2169  

Since the filing of Amendment No. 1 to the Schedule 13D, Temasek Holdings, through its ownership of Tembusu Capital (which wholly owns Bartley, which in turn wholly owns Ellington), has acquired beneficial ownership of an aggregate of 10,472,724 additional shares of Common Stock.

To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during the last sixty days.

(d) Not applicable.

(e) Not applicable.


  Page 7 of 7

Item 7. Material to be Filed as Exhibits

 

Exhibit

  

Description

99.1    Joint Filing Agreement, dated March 29, 2018, among Temasek Holdings, Tembusu Capital and Bartley.


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: March 29, 2018

 

TEMASEK HOLDINGS (PRIVATE) LIMITED
By:  

/s/ Christina Choo Soo Shen

  Name: Christina Choo Soo Shen
  Title: Authorized Signatory
TEMBUSU CAPITAL PTE. LTD.
By:  

/s/ Cheong Kok Tim

  Name: Cheong Kok Tim
  Title: Director
BARTLEY INVESTMENTS PTE. LTD.
By:  

/s/ Poy Weng Chuen

  Name: Poy Weng Chuen
  Title: Director


SCHEDULE A

The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below.

The following is a list of the directors and executive officers of Temasek Holdings (Private) Limited:

 

Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Lim Boon Heng

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Chairman and Director,

Temasek Holdings (Private) Limited)

 

Chairman,

Temasek Holdings (Private) Limited

  Singaporean

Cheng Wai Keung

3 Killiney Road

#10-01 Winsland House 1

Singapore 239519

 

(Deputy Chairman and Director,

Temasek Holdings (Private) Limited)

 

Chairman and Managing Director,

Wing Tai Holdings Limited

  Singaporean

Kua Hong Pak

205 Braddell Road

East Wing Level 2

Singapore 579701

 

(Director, Temasek Holdings (Private) Limited)

 

Senior Advisor,

ComfortDelGro Corporation Limited

  Singaporean

Goh Yew Lin

50 Raffles Place

#33-00 Singapore Land Tower

Singapore 048623

 

(Director, Temasek Holdings (Private) Limited)

 

Managing Director,

G.K. Goh Holdings Limited

  Singaporean

Teo Ming Kian

250 North Bridge Road

#05-01 Raffles City Tower

Singapore 179101

 

(Director, Temasek Holdings (Private) Limited)

 

Chairman,

Vertex Venture Holdings Ltd.

  Singaporean


Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Marcus Wallenberg

SE-106 40

Stockholm, Sweden

 

(Director, Temasek Holdings (Private) Limited)

 

Chairman,

Skandinaviska Enskilda Banken,

Saab AB and FAM AB

  Swedish

Lien Jown Leam Michael

One Raffles Place

(formerly known as OUB Centre)

#51-00 Singapore 048616

 

(Director, Temasek Holdings (Private) Limited)

 

Executive Chairman,

Wah Hin and Company Private Limited

  Singaporean

Robert Bruce Zoellick

c/o 1875 I Street NW

5th Floor

Washington, DC 20006

United States of America

 

(Director, Temasek Holdings (Private) Limited)

 

Chairman,

AllianceBernstein

  American

Chin Yoke Choong Bobby

c/o 1 Joo Koon Circle

#13-01 FairPrice Hub

Singapore 629117

 

(Director, Temasek Holdings (Private) Limited)

 

Deputy Chairman,

NTUC Enterprise Cooperative Limited

  Singaporean

Ng Chee Siong Robert

11th - 12th Floors

Tsim Sha Tsui Centre

Salisbury Road

Tsim Sha Tsui, Kowloon, Hong Kong

 

(Director, Temasek Holdings (Private) Limited)

 

Chairman,

Sino Land Company Ltd.

 

Singaporean /

Hong Kong Permanent Resident

Peter Robert Voser

Affolternstrasse 44

8050 Zurich

Switzerland

 

(Director, Temasek Holdings (Private) Limited)

 

Chairman,

ABB Ltd

  Swiss


Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Lee Ching Yen Stephen

No.160 Robinson Road

#13-06 SBF Center Singapore 068914

 

(Director, Temasek Holdings (Private) Limited)

 

Managing Director

Great Malaysia Textile Investments Pte Ltd

  Singaporean

Lee Theng Kiat

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Director, Temasek Holdings (Private) Limited)

 

Deputy Chairman & CEO,

Temasek International Pte. Ltd.

  Singaporean

Ho Ching

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Executive Director & CEO,

Temasek Holdings (Private) Limited)

 

Executive Director & CEO,

Temasek Holdings (Private) Limited

  Singaporean

Dilhan Pillay Sandrasegara

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Deputy CEO,

Joint Head, Enterprise Development Group,

Joint Head, Investment Group,

Joint Head, Singapore,

Head, Americas,

Temasek International Pte. Ltd.)

 

Deputy CEO,

Joint Head, Enterprise Development Group,

Joint Head, Investment Group,

Joint Head, Singapore,

Head, Americas,

Temasek International Pte. Ltd.

  Singaporean

Chia Song Hwee

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(President & Chief Operating Officer,

Joint Head, Investment Group,

Joint Head, Portfolio Management Group,

Joint Head, Singapore,

Temasek International Pte. Ltd.)

 

President & Chief Operating Officer,

Joint Head, Investment Group,

Joint Head, Portfolio Management Group,

Joint Head, Singapore,

Temasek International Pte. Ltd.

  Singaporean\


Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Jonathon Revill Christopher Allaway

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Chief Technology Officer,

Temasek International Pte. Ltd.)

 

Chief Technology Officer,

Temasek International Pte. Ltd

  Australian

Syed Fidah Bin Ismail Alsagoff

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Head, Life Sciences,

Temasek International Pte. Ltd.)

 

Head, Life Sciences,

Temasek International Pte. Ltd.

  Singaporean

Michael John Buchanan

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Head, Strategy,

Senior Managing Director,

Portfolio Strategy & Risk Group,

Head, Australia & New Zealand,

Temasek International Pte. Ltd.)

 

Head, Strategy,

Senior Managing Director,

Portfolio Strategy & Risk Group,

Head, Australia & New Zealand,

Temasek International Pte. Ltd.

  Australian

Chan Wai Ching

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Joint Head, Corporate Development Group,

Head, Organisation & People,

Temasek International Pte. Ltd.)

 

Joint Head, Corporate Development Group,

Head, Organisation & People,

Temasek International Pte. Ltd.

  Singaporean

Gregory Lynn Curl

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(President, Temasek International Pte. Ltd.)

 

President,

Temasek International Pte. Ltd.

  American


Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Luigi Feola

23 King Street

London SW1Y6QY

United Kingdom

 

(Senior Managing Director, Europe,

Joint Head, Consumer,

Temasek International (Europe) Limited)

 

Senior Managing Director, Europe,

Joint Head, Consumer,

Temasek International (Europe) Limited

  Italian

Nagi Adel Hamiyeh

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Joint Head, Enterprise Development Group,

Joint Head, Consumer,

Joint Head, Industrials,

Head, Real Estate,

Head, Africa & Middle East,

Temasek International Pte. Ltd.)

 

Joint Head, Enterprise Development Group,

Joint Head, Consumer,

Joint Head, Industrials,

Head, Real Estate,

Head, Africa & Middle East,

Temasek International Pte. Ltd.

  Singaporean

Hu Yee Cheng Robin

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Head, Sustainability & Stewardship Group,

Temasek International Pte. Ltd.)

 

Head, Sustainability & Stewardship Group,

Temasek International Pte. Ltd.

  Singaporean

Uwe Krueger

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Head, Business Services,

Senior Managing Director, Portfolio Management,

Temasek International Pte. Ltd.)

 

Head, Business Services,

Senior Managing Director, Portfolio Management,

Temasek International Pte. Ltd.

  German

Ravi Lambah

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Head, Telecom, Media & Technology,

Joint Head, India,

Temasek International Pte. Ltd.)

 

Head, Telecom, Media & Technology,

Joint Head, India,

Temasek International Pte. Ltd.

  Maltese


Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Leong Wai Leng

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Chief Financial Officer,

Joint Head, Corporate Development Group,

Temasek Holdings (Private) Limited)

 

Chief Financial Officer,

Joint Head, Corporate Development Group,

Temasek Holdings (Private) Limited

  Singaporean

John William Marren

101 California St., Suite 3700

San Francisco, CA 94111

United States of America

 

(Senior Managing Director, North America,

Temasek International (USA) LLC)

 

Senior Managing Director, North America,

Temasek International (USA) LLC

  American

Pek Siok Lan

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(General Counsel,

Temasek International Pte. Ltd.)

 

General Counsel,

Temasek International Pte. Ltd.

  Singaporean

Png Chin Yee

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Head, Financial Services,

Senior Managing Director, China,

Temasek International Pte. Ltd.)

 

Head, Financial Services,

Senior Managing Director, China,

Temasek International Pte. Ltd.

  Singaporean

Rohit Sipahimalani

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Joint Head, Portfolio Strategy & Risk Group,

Joint Head, India,

Temasek International Pte. Ltd.)

 

Joint Head, Portfolio Strategy & Risk Group,

Joint Head, India,

Temasek International Pte. Ltd.

  Singaporean


Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Tan Chong Lee

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(President,

Joint Head, Portfolio Management Group,

Head, Europe,

Head, South East Asia,

Temasek International Pte. Ltd.)

 

President,

Joint Head, Portfolio Management Group,

Head, Europe,

Head, South East Asia,

Temasek International Pte. Ltd.

  Singaporean

Teo Juet Sim Juliet

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Head, Transportation & Logistics,

Senior Managing Director,

Portfolio Management,

Temasek International Pte. Ltd.)

 

Head, Transportation & Logistics,

Senior Managing Director,

Portfolio Management,

Temasek International Pte. Ltd.

  Singaporean

Alan Raymond Thompson

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Head, Private Equity & Fund Investments,

Senior Managing Director, Enterprise Development Group,

Temasek International Pte. Ltd.)

 

Head, Private Equity Fund Investments,

Senior Managing Director, Enterprise Development Group,

Temasek International Pte. Ltd.

  Singaporean

Benoit Louis Marie Francois Valentin

23 King Street

London SW1Y 6QY

United Kingdom

 

(Senior Managing Director, Europe,

Joint Head, Industrials,

Temasek International (Europe) Limited)

 

Senior Managing Director, Europe,

Joint Head, Industrials,

Temasek International (Europe) Limited

  French

John Joseph Vaske

375 Park Avenue, 14th Floor

New York, New York 10152

United States of America

 

(Joint Head, North America,

Temasek International (USA) LLC)

 

Joint Head, North America,

Temasek International (USA) LLC

  American


Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Wu Yibing

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Joint Head, Portfolio Strategy & Risk Group,

Joint Head, China,

Temasek International Pte. Ltd.)

 

Joint Head, Portfolio Strategy & Risk Group,

Joint Head, China,

Temasek International Pte. Ltd.

  American

The following is a list of the directors and executive officers of Tembusu Capital Pte. Ltd.:

 

Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Cheong Kok Tim

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Managing Director, Legal & Regulatory,

Temasek International Pte. Ltd.)

 

Managing Director, Legal & Regulatory,

Temasek International Pte. Ltd.

  Singaporean

Goh Bee Kheng

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Managing Director, Finance,

Temasek International Pte. Ltd.)

 

Managing Director, Finance,

Temasek International Pte. Ltd.

  Singaporean

The following is a list of the directors and executive officers of Bartley Investments Pte. Ltd.:

 

Name, Business Address and Position

 

Present Principal Occupation

 

Citizenship

Poy Weng Chuen

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Director, Finance,

Temasek International Pte. Ltd.)

 

Director, Finance,

Temasek International Pte. Ltd.

  Singaporean

Lee Ooi Keong

60B Orchard Road #06-18 Tower 2

The Atrium@Orchard

Singapore 238891

 

(Director, Risk Management,

Temasek International Pte. Ltd.)

 

Director, Risk Management,

Temasek International Pte. Ltd.

  Singaporean


EXHIBIT INDEX

 

Exhibit

  

Description

99.1    Joint Filing Agreement, dated March 29, 2018, among Temasek Holdings, Tembusu Capital and Bartley.
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Section 2: EX-99.1 (EX-99.1)

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with each other of the attached Statement on Schedule 13D and to all amendments to such Statement.

IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of this 29th day of March 2018.

 

TEMASEK HOLDINGS (PRIVATE) LIMITED
By:  

/s/ Christina Choo Soo Shen

  Name: Christina Choo Soo Shen
  Title: Authorized Signatory
TEMBUSU CAPITAL PTE. LTD.
By:  

/s/ Cheong Kok Tim

  Name: Cheong Kok Tim
  Title: Director
BARTLEY INVESTMENTS PTE. LTD.
By:  

/s/ Poy Weng Chuen

  Name: Poy Weng Chuen
  Title: Director
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