Sec Form 13G Filing - GIC Private Ltd filing for FGL Holdings (FG) - 2020-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

---

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 (Name of Issuer)

 (Title of Class of Securities)

(CUSIP Number)

 (Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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).

Continued on following pages

Page 1 of 8 Pages

Exhibit Index: Page 7

	SCHEDULE 13G
CUSIP No. G3402M102		Page 2 of 8 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	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,500
		6	SHARED VOTING POWER
			12,691,278
		7	SOLE DISPOSITIVE POWER
			3,500
		8	SHARED DISPOSITIVE POWER
			12,691,278
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,694,778
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.73% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1) Based on 221,660,974 Shares outstanding as of November 2, 2019, according to the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on November 6, 2019.

(1) Based on 221,660,974 Shares outstanding as of November 2, 2019, according to the Issuer’s quarterly report on Form 10-Q, filed by the Issuer with the Securities and Exchange Commission on November 6, 2019.

4^th Floor Boundary Hall, Cricket Square

Grand Cayman, Cayman Islands KY1-1102

GIC Private Limited; and

Coral Blue Investment Pte. Ltd.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.

The address of GIC Private Limited and Coral Blue Investment Pte. Ltd.is as follows:

168 Robinson Road

#37-01 Capital Tower

Singapore

068912

Republic of Singapore

GIC Private Limited and Coral Blue Investment Pte. Ltd. are established under the Companies Act of the Republic of Singapore.

Ordinary Shares, par value $0.0001 per share (the “Shares”)

G3402M102

This Item 3 is not applicable.

(a - c)  The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each 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 table:

This Item 5 is not applicable.

This Item 6 is not applicable.

This Item 7 is not applicable.

This Item 8 is not applicable.

This Item 9 is not applicable.

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.

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 February 14, 2020.

	GIC PRIVATE LIMITED
February 14, 2020	By:	/s/ Celine Loh Sze Ling
		Name: Celine Loh Sze Ling
		Title:   Senior Vice President
	By:	/s/ Toh Tze Meng
		Name: Toh Tze Meng
February 14, 2020		Title:    Senior Vice President

	CORAL BLUE INVESTMENT PTE. LTD.
	By:	/s/ Arjun Khullar
		Name: Arjun Khullar
February 14, 2020		Title:   Director

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares, par value $0.0001 per share of FGL Holdings dated as of February 14, 2020 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.