UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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TDCX Inc.
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(Name of Issuer)
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Class A ordinary shares, par value US$0.0001 per share
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(Title of Class of Securities)
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87190U100**
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(CUSIP Number)
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Laurent Junique
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Transformative Investments Pte Ltd
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+65 6309 1688
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750D Chai Chee Road
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#06-01/06 ESR BizPark @ Chai Chee
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Singapore 469004
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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January 3, 2024
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(Date of Event Which Requires Filing of this Statement)
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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 the disclosures provided in a prior cover page.
** CUSIP number 87190U100 has been assigned to the American depositary shares ("ADSs") representing Class A ordinary shares,
par value $0.001 per share, of the Issuer, which are quoted on the New York Stock Exchange under the symbol "TDCX." Each ADS represents one Class A ordinary share of the Issuer. No CUSIP number has been assigned to the Class A ordinary shares of
the Issuer.
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).
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CUSIP No. 87190U100
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13D
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Page 2 of 6 Pages
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1
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Names of Reporting Persons
Laurent Junique
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☐
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(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
PF
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
Singapore
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
124,059,625(1)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
124,059,625(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
124,059,625(1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented by Amount in Row (11)
85.6%(2)
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14
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Type of Reporting Person (See Instructions)
IN
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____________________________________________
Notes:
(1) Represents (i) 166,000 Class A ordinary shares ("Class A Shares") of TDCX Inc. (the "Issuer") directly held by Mr.
Junique's spouse, (ii) 393,625 Class A ordinary shares of the Issuer directly held by Mr. Junique and his spouse and (iii) 123,500,000 Class A Shares issuable upon conversion of the Class B ordinary shares ("Class B Shares") of the Issuer directly
held by Transformative Investments Pte Ltd, an exempted company incorporated under the laws of Cayman Islands ("TIP"), of which Mr. Junique is the sole director. The Class B Shares are convertible into Class A Shares on a one-for-one basis,
subject to adjustment.
(2) The percentage of class of securities beneficially owned by the Reporting Person is based
on a total of 21,418,462 outstanding Class A Shares as of March 31, 2023, as disclosed in the Issuer's Form 20-F filed on April 26, 2023, and the 123,500,000 Class A Shares issuable upon conversion of the Class B Shares held by TIP.
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CUSIP No. 87190U100
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13D
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Page 3 of 6 Pages
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1
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Names of Reporting Persons
Transformative Investments Pte Ltd
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2
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Check the Appropriate Box if a Member of a Group
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(a) ☐
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(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
AF
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
123,500,000(1)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
123,500,000(1)
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
123,500,000(1)
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13
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Percent of Class Represented by Amount in Row (11)
85.2%(2)
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14
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Type of Reporting Person (See Instructions)
CO
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____________________________________________
Notes:
(1) Represents 123,500,000 Class A Shares issuable upon conversion of the Class B Shares directly held by TIP. The Class B
Shares are convertible into Class A Shares on a one-for-one basis, subject to adjustment.
(2) The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 21,418,462
outstanding Class A Shares as of March 31, 2023, as disclosed in the Issuer's Form 20-F filed on April 26, 2023, and the 123,500,000 Class A Shares issuable upon conversion of the Class B Shares held by TIP.
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CUSIP No. 87190U100
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13D
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Page 4 of 6 Pages
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This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the Class A ordinary shares, par value US$0.0001 per share (“Class A Shares”) of TDCX Inc., a Cayman Islands company
(the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on May 24, 2022 (the “Original Schedule 13D”, and as amended, the “Schedule 13D”).
Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported
in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons anticipate that, at the price per Class A Ordinary Share (“Ordinary Share”) set forth in the Proposal (as described in Item 4 below), approximately US$141.4 million
will be expended in acquiring the 21,418,462 Ordinary Shares not currently owned by the Reporting Persons as disclosed in the Company 20-F (the “Publicly Held Shares”).
It is anticipated that the funding for the acquisition of the Publicly Held Shares will be provided by a combination of cash and debt arranged by the Reporting Persons on terms to be
determined.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following:
On January 2, 2024, Mr. Junique submitted a non-binding proposal (the “Proposal”) to the Issuer’s board of directors related to the proposed acquisition of all of the Ordinary Shares not
beneficially owned by him and his affiliates for cash consideration equal to US$6.60 per Ordinary Share or ADS (the “Proposed Transaction”).
The Proposed Transaction is subject to a number of conditions, including, among other things, the negotiation and execution of definitive agreements mutually acceptable in form and
substance to the Issuer and Mr. Junique. Neither the Issuer nor Mr. Junique is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive
documents, and then will be on the terms provided in such documentation.
If the Proposed Transaction is completed, the Issuer’s Ordinary Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and would be terminated
from registration pursuant to Section 12(g)(4) of the Act and delisted from the New York Stock Exchange.
References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit D, and incorporated herein by
reference in its entirety.
No assurances can be given that the Proposed Transaction contemplated by the Reporting Persons will be consummated, or if a transaction is undertaken, as to its terms or
timing. The Reporting Persons reserve the right to modify or withdraw the Proposal at any time. The Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.
Item 5. Interest in Securities of the Issuer
Items 5(a)-(c) of the Original Schedule 13D are hereby amended and restated as follows:
(a) and (b):
The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.
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CUSIP No. 87190U100
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13D
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Page 5 of 8 Pages
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The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 21,418,462 outstanding Class A Shares as of March 31, 2023, as disclosed in the Issuer's Form 20-F filed on April 26, 2023, and the 123,500,000 Class A Shares issuable upon
conversion of the Class B Shares held by TIP.
(c): Item 3 of the Schedule 13D is incorporated herein by reference. Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the Class A
Shares during the past 60 days.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
| D |
Proposal Letter dated January 2, 2024 from Mr. Laurent Junique to the board of directors of the Company.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: January 3, 2024
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Laurent Junique
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/s/ Laurent Junique
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Transformative Investments Pte Ltd
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By:
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/s/ Laurent Junique
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Name:
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Laurent Junique
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Title:
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Director
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Preliminary Non-binding Proposal to Acquire the remaining outstanding class A ordinary shares of
TDCX Inc.
January 2, 2024
The Board of Directors
TDCX Inc. (the “Company”)
750D Chai Chee Road
#06-01/06, ESR BizPark
Singapore 469004
Singapore
Dear Sirs:
I, Laurent Bernard Marie Junique, Founder, Executive Chairman and CEO of TDCX Inc, am pleased to submit this preliminary non-binding proposal
(the “Proposal”) to acquire all of the outstanding Class A ordinary shares of TDCX Inc. (the “Ordinary
Shares”), including the Class A ordinary shares represented by the American Depositary Receipts of the Company (the “ADSs”, each representing one Class A
ordinary share) that are not already owned by me and my affiliates in a going private transaction (the “Transaction”).
I beneficially own approximately 86.1% of all the issued and outstanding shares (including Class A ordinary shares and Class B ordinary
shares), representing approximately 98.4% of the aggregate voting power of the Company, based on the Company’s latest outstanding number of shares as publicly disclosed. It is my firm and reasonable belief that my proposal provides an attractive
opportunity to the Company’s shareholders.
I am prepared to consummate the Transaction as outlined in the key terms and conditions as set forth below.
1. Buyer. I propose to acquire the outstanding shares of the Company that are not already held by me and my affiliates. I intend to complete such purchase through Transformative Investments Pte Ltd, the principal shareholder of the Company. I am the
beneficial owner of all the shares in Transformative Investments Pte Ltd. In considering the Proposal, you should be aware that I am interested only in acquiring the outstanding shares of the Company that I do not already own, and that I do not
currently intend to sell my shares in the Company to any third party.
2. Purchase Price. The proposed price for each Ordinary Share or ADS is US$6.60 in cash. This represents a 36% premium to the closing price on the last trading day prior to the date of this proposal and a premium of 39% to the volume-weighted
average price during the last 30 trading days.
3. Funding. I will finance the Transaction with a combination of my own existing cash and a debt facility. I expect that the commitments for the required funding to be in place when the Definitive Agreements (as defined below) are signed and the closing
of the Transaction will not be conditional on financing.
4. Due Diligence. Parties providing
financing will require a timely opportunity to conduct customary due diligence on the Company. I would like to ask the Board to accommodate such due diligence request and
approve the provision of confidential information relating to the Company and its business to possible sources of debt financing subject to a customary form of
confidentiality agreement.
5. Definitive Agreements. I am prepared to promptly prepare, negotiate and finalize definitive agreements (the “Definitive Agreements”) for the Transaction. These documents will provide for representations, warranties, covenants and conditions that are typical, customary and appropriate for transactions of this type.
6. Process. I expect the Board would decide that a special committee be established that comprises independent and disinterested directors of the Company (the “Special
Committee”). The Special Committee and its advisors will be exclusively authorized to consider and negotiate the proposed Transaction, including the Definitive Agreements, on behalf of the
Company and no other members of management or any other directors other than the members of the Special Committee will participate in any deliberations and decisions related to the Transaction on behalf of the Company unless approved by the Special
Committee.
7. Confidentiality. I will, as required by law, timely file a Schedule 13D to disclose this Proposal. I believe it would be in all of our interests to ensure that our discussions relating to the Transaction proceed in a confidential manner, unless
otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.
8. No Binding Commitment. This letter does not contain all matters upon which agreement must be reached in order to consummate the proposed Transaction described above, constitutes only a preliminary indication of my interest, and does not
represent 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. Nothing herein shall
obligate any person to engage in or continue discussions regarding the proposed Transaction, and any of us may terminate discussions at any time for any reason or no reason. Nothing in this letter constitutes an offer capable of acceptance to
create legally binding obligations. Any actions taken by any person in reliance on this Proposal shall be at that person’s own risk and cost.
In conclusion, I would like to express my strong commitment to work together to bring the Transaction to a successful and timely conclusion.
If you have any questions regarding this proposal, please do not hesitate to contact me.
I look forward to hearing from you.
Sincerely,
/s/ Laurent Bernard Marie Junique
Laurent Bernard Marie Junique
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