816954W101**
|
(CUSIP Number)
|
Michael Gosk
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 33rd Floor
New York, New York 10055
(212) 715-4000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices
|
and Communications)
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 2 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Singapore Fund Pte. Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX 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
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 3 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Singapore Interholdco Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 4 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners (Bermuda) III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 5 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners (Bermuda) IV, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 6 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar (Bermuda), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 7 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP (Bermuda) Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 8 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 9 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments III, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 10 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments IV, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 11 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments V, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 12 of 18
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments CDA, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
8
|
SHARED VOTING POWER
10,122,769
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
10,122,769
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,769
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 13 of 18
|
|
(i)
|
General Atlantic Singapore Fund Pte. Ltd., a Singapore company (“GASF”);
|
|
(ii)
|
General Atlantic Singapore Interholdco Ltd. (formerly known as General Atlantic Singapore Fund Interholdco Ltd.), a Bermuda exempted company (“GAS Interholdco”);
|
|
(iii)
|
General Atlantic Partners (Bermuda) III, L.P., a Bermuda exempted limited partnership (“GAP Bermuda III”);
|
|
(iv)
|
General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“GAP Bermuda IV”);
|
|
(v)
|
General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”);
|
|
(vi)
|
GAP (Bermuda) Limited, a Bermuda exempted company (“GAP (Bermuda) Limited”);
|
|
(vii)
|
General Atlantic LLC, a Delaware limited liability company (“GA LLC”);
|
|
(viii)
|
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
|
|
(ix)
|
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
|
|
(x)
|
GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”); and
|
|
(xi)
|
GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”).
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 14 of 18
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 15 of 18
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 16 of 18
|
Exhibit 99.1:
|
|
Exhibit 99.2:
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 17 of 18
|
|
GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.
|
|
||
|
|
|
|
|
|
By:
|
/s/ Ong Yu Huat
|
|
|
|
|
Name:
|
Ong Yu Huat
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.
|
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P.
|
|
By:
|
General Atlantic GenPar (Bermuda), L.P., its General Partner
|
|
||
|
By:
|
GAP (Bermuda) Limited, its General Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P.
|
|
|
By:
|
General Atlantic GenPar (Bermuda), L.P., its General Partner
|
|
|
|
By:
|
GAP (Bermuda) Limited, its General Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
|
|
||
|
|
|
|
|
|
By:
|
GAP (Bermuda) Limited, its General Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GAP (BERMUDA) LIMITED
|
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC LLC
|
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
CUSIP No. 816954W101
|
SCHEDULE 13D
|
Page 18 of 18
|
|
GAP COINVESTMENTS III, LLC
|
|
||
|
|
|
|
|
|
By:
|
General Atlantic LLC, its Managing Member
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GAP COINVESTMENTS IV, LLC
|
|
||
|
|
|
|
|
|
By:
|
General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS V, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS CDA, L.P.
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By:
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General Atlantic LLC., its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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Name
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Business Address
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Citizenship
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William E. Ford
(Chief Executive Officer)
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Gabriel Caillaux
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23 Savile Row
London W1S 2ET
United Kingdom
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France
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Andrew Crawford
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Martin Escobari
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55 East 52nd Street
33rd Floor
New York, New York 10055
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Bolivia and Brazil
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Anton J. Levy
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Sandeep Naik
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Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
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United States
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Graves Tompkins
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Robbert Vorhoff
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Name
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Business Address
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Citizenship
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Principal Occupation or Employment
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Ong Yu Huat
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Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
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Malaysia
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Director of General Atlantic Singapore Fund Management Pte. Ltd.
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Izkandar Bloy
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Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
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Malaysia
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Director of General Atlantic Singapore Fund Management Pte. Ltd.
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Name
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Business Address
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Citizenship
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Principal Occupation or Employment
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J. Frank Brown
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Managing Director of GA LLC
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Michael Gosk
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Managing Director of GA LLC
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Christopher G. Lanning
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Managing Director of GA LLC
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GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.
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By:
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/s/ Ong Yu Huat
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Name:
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Ong Yu Huat
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Title:
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Director
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GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Director
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GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P.
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By:
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General Atlantic GenPar (Bermuda), L.P., its General Partner
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P.
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By:
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General Atlantic GenPar (Bermuda), L.P., its General Partner
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
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By:
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GAP (Bermuda) Limited, its General Partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP (BERMUDA) LIMITED
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC LLC
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS III, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS IV, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS V, LLC
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By:
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General Atlantic LLC, its Managing Member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS CDA, L.P.
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By:
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General Atlantic LLC., its General Partner
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By:
|
/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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General Atlantic Singapore Fund Pte. Ltd
8 Marina View, #41-04
Asia Square Tower 1
Singapore 018960
Reg#201106196Z
Tel +65 6661 6700
Fax +65 6442 0323
www.generalatlantic.com
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1. |
Purchase Price. We propose to acquire all of the outstanding ordinary
shares and ADSs of the Company not already beneficially owned by General Atlantic. The consideration payable for each ordinary share and each ADS to be acquired will be
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2. |
Funding. We intend to finance the Transaction primarily with equity
capital, and possibly debt capital. Equity financing will be provided from us as the Proposing Buyer and additional potential buyer consortium members, if any.
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3. |
Due Diligence. We believe that we will be in a position to complete
customary due diligence for the Transaction in a timely manner and in parallel with discussions of corresponding definitive agreements.
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4. |
Definitive Agreements. We are prepared to promptly negotiate and finalize
definitive agreements (“Definitive Agreements”) for the Transaction. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.
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5. |
Process. We believe that the Transaction will provide superior value to the
Company’s shareholders. We recognize that the Company’s Board of Directors will likely need to evaluate the Transaction independently before the Company can make any determinations.
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6. |
About General Atlantic. General Atlantic is a leading global growth equity
firm providing capital and strategic support for growth companies. Established in 1980, General Atlantic has more than 180 investment professionals based in New York, Greenwich, Palo Alto, São Paulo, London, Munich, Mexico City, Beijing,
Shanghai, Hong Kong, Mumbai, Amsterdam, Singapore and Jakarta. General Atlantic combines a collaborative global approach, sector specific expertise, a long-term investment horizon and a deep understanding of growth drivers to partner with
management teams to build exceptional businesses worldwide. General Atlantic has approximately $40 billion in assets under management, and the firm’s unique capital base is comprised of long-term commitments primarily from wealthy families
and large charitable foundations; this affords General Atlantic with flexibility in investment structures and time horizon, enabling a strong partnership approach with growth companies.
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7. |
No Binding Commitment. This letter constitutes only a preliminary
indication of our interest, and does not constitute any binding commitment with respect to the Transaction. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided
in such documentation.
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Sincerely,
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General Atlantic Singapore Fund Pte. Ltd.
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/s/ Ong Yu Huat | |
Ong Yu Huat
|
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Director
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