UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 
 
21VIANET GROUP, INC.
(Name of Issuer)
 
 
American Depositary Shares,
each representing six Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
 
 
90138A996
(CUSIP Number)
 
 
Jonathan Selvadoray
Temasek International Pte. Ltd.
60B Orchard Road, #06-18 Tower 2
The Atrium@Orchard
Singapore  238891
Telephone: +65 6828 2442
 
With Copies to:
Miranda So
Davis Polk & Wardwell
Hong Kong Club Building
3A Chater Road
Central, Hong Kong
Telephone: + 852 2533 3300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
January 15, 2015
(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-l(f) or 240.13d-l(g), check the following box.  o
 
*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 (“Exchange 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.
 
 
90138A996
1.
Names of Reporting Persons.
 
Esta Investments Pte. Ltd.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
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
 
64,668,022 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
64,668,022 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
64,668,022 Class A ordinary shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
Approximately 15.18% of the Class A ordinary shares1
14.
Type of Reporting Person (See Instructions)
 
CO
 
1 Represents approximately 5.80% of the voting power of the ordinary shares of the Issuer. Represents approximately 13.07% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 426,000,143 Class A ordinary shares and 68,906,248 Class B ordinary shares outstanding as of January 15, 2015 as communicated by the Issuer to the Reporting Persons on January 15, 2015.
 
 
 
 
 
 
CUSIP No.
 
 
90138A996
1.
Names of Reporting Persons.
 
Tembusu Capital Pte. Ltd.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
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
 
64,668,022 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
64,668,022 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
64,668,022 Class A ordinary shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
Approximately 15.18% of the Class A ordinary shares2
14.
Type of Reporting Person (See Instructions)
 
CO
 
 
2 Represents approximately 5.80% of the voting power of the ordinary shares of the Issuer. Represents approximately 13.07% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 426,000,143 Class A ordinary shares and 68,906,248 Class B ordinary shares outstanding as of January 15, 2015 as communicated by the Issuer to the Reporting Persons on January 15, 2015.
 
 
 
 
 
 
CUSIP No.
 
 
90138A996
1.
Names of Reporting Persons.
 
Temasek Holdings (Private) Limited
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  o
(b)  o
 
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
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
 
64,668,022 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
64,668,022 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
64,668,022 Class A ordinary shares
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
Approximately 15.18% of the Class A ordinary shares3
14.
Type of Reporting Person (See Instructions)
 
CO
 
 
3 Represents approximately 5.80% of the voting power of the ordinary shares of the Issuer. Represents approximately 13.07% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 426,000,143 Class A ordinary shares and 68,906,248 Class B ordinary shares outstanding as of January 15, 2015 as communicated by the Issuer to the Reporting Persons on January 15, 2015.
 
 
 
 
 
 
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed on October 25, 2013 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto dated December 2, 2014 (“Amendment No. 1”, and together with this Amendment No. 2 and the Original Schedule 13D, the “Statement”), and is being filed on behalf of Esta Investments Pte. Ltd., a company incorporated under the laws of Singapore (“Esta”), Tembusu Capital Pte. Ltd., a company incorporated under the laws of Singapore (“Tembusu”), and Temasek Holdings (Private) Limited, a company incorporated under the laws of Singapore (“Temasek Holdings”, together with Esta and Tembusu, the “Reporting Persons”) in respect of the American Depositary Shares (the “ADSs”), each representing six Class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”), of 21Vianet Group, Inc., a company incorporated under the laws of the Cayman Islands (the “Issuer”), with its principal executive office located at M5, 1 Jiuxianqiao East Road, Chaoyang District, Beijing 100016, The People’s Republic of China.

This Amendment No. 2 is being filed by the Reporting Persons to report the closing of the subscription by Esta of certain Class A Ordinary Shares in the form of ADSs of the Issuer in accordance with a Purchase Agreement entered into by and between Esta and the Issuer.

Unless otherwise stated herein, the Original Schedule 13D as amended by Amendment No. 1 remains in full force and effect. All capitalized terms used in this Amendment No. 2 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D and Amendment No. 1.

Item 2.  Identity and Background

Item 2 of the Statement (including Schedule A attached thereto) is hereby amended and restated in its entirety as follows:

This Schedule 13D is jointly filed on behalf of Esta Investments Pte. Ltd., a company incorporated under the laws of Singapore (“Esta”), Tembusu Capital Pte. Ltd., a company incorporated under the laws of Singapore (“Tembusu”), and Temasek  Holdings (Private) Limited, a company incorporated under the laws of Singapore (“Temasek Holdings”). The principal business address of each of Esta, Tembusu and Temasek Holdings is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore, 238891. The principal business of each of Esta, Tembusu and Temasek Holdings is investment holding.

Esta is a wholly-owned subsidiary of Tembusu, which is in turn a wholly-owned subsidiary of Temasek Holdings.

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 paragraph at the end thereof:
 
 
 
 

 
The aggregate purchase price under the 2014 Purchase Agreement was $74,004,060.00, 50% of which was paid on January 15, 2015 and the remaining 50% of which will be paid no later than April 30, 2015 in accordance with the 2014 Purchase Agreement. The funds used by Esta to pay such purchase price were, and will be, obtained from proceeds of shareholder loans from its immediate holding company, Tembusu.

Item 4.  Purpose of Transaction 

Item 4 of the Statement is hereby amended and supplemented by inserting the following paragraphs before the last paragraph of Item 4:

On January 15, 2015, the closing date under the 2014 Purchase Agreement, the Issuer entered into a Participation Rights Agreement (the “Participation Rights Agreement”) with Esta. Pursuant to the Participation Rights Agreement, Esta has the right to purchase its pro rata share of all (or any part) of any new securities that the Issuer may from time to time issue.

A copy of the Participation Rights Agreement is attached hereto as Exhibit 99.6, and is incorporated by reference herein. The foregoing descriptions of the Participation Rights Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreement attached hereto as Exhibit 99.6.

Item 5.  Interest in Securities of the Issuer

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

The information set forth or incorporated in Items 2, 3 and 4 herein is incorporated herein by reference.

(a) — (b) 

Esta is the beneficial owner of 64,668,022 Class A Ordinary Shares (in the form of 10,778,004 ADSs), representing approximately 15.18% of the outstanding Class A Ordinary Shares, 13.07% of all ordinary shares and approximately 5.80% of the voting power of the ordinary shares of the Issuer. Esta has shared power over the voting and disposition of such Class A Ordinary Shares. The foregoing is based on 426,000,143 Class A Ordinary Shares and 68,906,248 Class B ordinary shares outstanding as of January 15, 2015, as communicated by the Issuer to the Reporting Persons on January 15, 2015. Class A Ordinary Shares hold one vote per share and Class B ordinary shares hold ten votes per share.

Tembusu, through its ownership of Esta, may be deemed to share voting and dispositive power over the Class A Ordinary Shares beneficially owned by Esta.

Temasek Holdings, through its ownership of Tembusu, may be deemed to share voting and dispositive power over the Class A Ordinary Shares beneficially owned by Tembusu and Esta.

(c) Except as described in this Statement, there have been no transactions by the Reporting Persons in securities of the Issuer during the past sixty days. 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 past sixty days.

(d) Not applicable.
 
 
 
 
 

 
(e) Not applicable.

Item 7.  Material to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented by adding the following exhibit:
 
 
Exhibit 99.6.
Participation Rights Agreement, dated as of January 15, 2015, between the Issuer and Esta.
 
 
 
 
 
 

 
 
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: January 16, 2015
 


 
ESTA INVESTMENTS PTE. LTD.
  
     
     
 
By:
/s/ Ang Peng Huat
  
   
Name: Ang Peng Huat
  
   
Title: Authorised Signatory
  


 
TEMBUSU CAPITAL PTE. LTD.
  
     
     
 
By:
/s/ Goh Bee Kheng
  
   
Name: Goh Bee Kheng
  
   
Title: Director
  

 

 
TEMASEK HOLDINGS (PRIVATE) LIMITED
  
     
     
 
By:
/s/  Choo Soo Shen Christina
  
   
Name: Choo Soo Shen Christina
  
   
Title: Authorised Signatory
  



 
 
 


SCHEDULE A
 
The name, business address and present principal occupation of each director and executive officer of the Reporting Persons is set forth below.
 
Esta Investments Pte. Ltd.

Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Lim Kim Hwee
 
c/o 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Director – Operations
Temasek International Pte. Ltd.
Singapore Citizen
Director
Ray Parangam
 
c/o 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Director – Organisation and People
Temasek International Pte. Ltd.
Indian Citizen

Tembusu Capital Pte. Ltd.

Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Cheong Kok Tim
 
c/o 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Managing Director  – Legal & Regulations
Temasek International Pte. Ltd.
 
Singapore Citizen
Director
Goh Bee Kheng
 
c/o 60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Managing Director – Finance
Temasek International Pte. Ltd.
 
Singapore Citizen
 
Temasek Holdings (Private) Limited
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Chairman & Director
Lim Boon Heng
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Chairman
Temasek Holdings (Private) Limited
Singapore
Citizen
Deputy Chairman
Cheng Wai Keung
 
3 Killiney Road
#10-01
Winsland House 1
Singapore 239519
 
Chairman and Managing Director
Wing Tai Holdings Limited
 
Singapore
Citizen
Director
Kua Hong Pak
 
205 Braddell Road,
East Wing 7th Floor
Singapore 579701
 
Managing Director and Group CEO
ComfortDelGro Corporation Limited
 
Singapore
Citizen
 
 
 
 
 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Goh Yew Lin
 
50 Raffles Place,
#33-00 Singapore Land Tower
Singapore 048623
Managing Director
G.K. Goh Holdings Limited
Singapore
Citizen
Director
Teo Ming Kian
 
Caldecott Broadcast Centre,
Andrew Road
Singapore 299939
Chairman,
MediaCorp Pte. Ltd.
Singapore
Citizen
Director
Marcus Wallenberg
 
SE-106 40
Stockholm, Sweden
Chairman
Skandinaviska Enskilda Banken,
Saab AB and Foundation Asset Management
Sweden AB
Swedish Citizen
Director
Lien Jown Leam Michael
 
One Raffles Place
(formerly known as OUB Centre)
#51-00
Singapore 048616
Executive Chairman
Wah Hin and Company Private Limited
Singapore
Citizen
Director
Wong Yuen Kuai Lucien
 
One Marina
Boulevard #28-00
Singapore 018989
Chairman and Senior Partner
Allen & Gledhill LLP
Singapore
Citizen
Director
Robert Bruce Zoellick
 
c/o 101 Constitution Avenue, NW
Suite 1000 East
Washington, DC 20001
Chairman,
Goldman Sachs International Advisors
United States Citizen
Director
Chin Yoke Choong Bobby
 
c/o Interlocal Exim Pte Ltd
2 Kim Chuan Lane,
Kong Siang Group Building
Singapore 532072
Deputy Chairman, NTUC Enterprise Cooperative Limited
Singapore Citizen
Director
Ng Chee Siong Robert
 
11th -12th Floors,
Tsim Sha Tsui Centre,
Salisbury Road,
Tsim Sha Tsui, Kowloon, Hong Kong
Chairman,
Sino Land Company Ltd.
Singapore Citizen/ Hong Kong Citizen
 
 
 
 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Peter Robert Voser
 
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
Singapore 238891
Board Director,
International Business Machines Corporation and
Roche Holding Ltd
Swiss Citizen
Executive Director & CEO
Ho Ching
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Executive Director and CEO
Temasek Holdings (Private) Limited
 
Singapore
Citizen
President, Temasek International Pte. Ltd.
Gregory L. Curl
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
President
Temasek International Pte. Ltd.
United States Citizen
President, Temasek International Pte. Ltd.
Lee Theng Kiat
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
President
Temasek International Pte. Ltd.
Singapore Citizen
Co-Head, Corporate Development Group,
Head, Organisation & People,
Temasek International Pte. Ltd.
Chan Wai Ching
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Co-Head, Corporate Development Group,
Head, Organisation & People,
Temasek International Pte. Ltd.
Singapore Citizen
Head, Strategic & Public Affairs, Temasek International Pte. Ltd.
Cheo Hock Kuan
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Strategic & Public Affairs,
Temasek International Pte. Ltd.
Singapore Citizen
Head, Investment Group,
Co-Head, China,
Co-Head, Credit Portfolio,
Temasek International Pte. Ltd.
Chia Song Hwee
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Investment Group,
Co-Head, China,
Co-Head, Credit Portfolio,
Temasek International Pte. Ltd.
Singapore Citizen
 
 
 
 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Head, Enterprise Development Group, Head, Singapore, Co-Head, Americas, Temasek International Pte. Ltd.
Dilhan Pillay Sandrasegara
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Enterprise Development Group,
Head, Singapore,
Co-Head, Americas,
Temasek International Pte. Ltd.
Singapore Citizen
Co-Head, Markets Group,
Head, Consumer & Real Estate,
Head, South East Asia,
Temasek International Pte. Ltd.
Heng Chen Seng David
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Co-Head, Markets Group,
Head, Consumer & Real Estate,
Head, South East Asia,
Temasek International Pte. Ltd.
Singapore Citizen
Head, Corporate Development Group,
Chief Financial Officer,
Co-Head, Portfolio Management,
Temasek Holdings (Private) Limited
Leong Wai Leng
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Corporate Development Group,
Chief Financial Officer,
Co-Head, Portfolio Management,
Temasek Holdings (Private) Limited
Singapore Citizen
Co-Head, Enterprise Development Group,
Head, Industrials,
Head, Australia & New Zealand,
Head, Africa & Middle East,
Temasek International Pte. Ltd.
Nagi Adel Hamiyeh
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Co-Head, Enterprise Development Group,
Head, Industrials,
Head, Australia & New Zealand,
Head, Africa & Middle East,
Temasek International Pte. Ltd.
Singapore Citizen
Senior Managing Director, Enterprise Development
Group,
Temasek International Pte. Ltd.
Neil Garry McGregor
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Senior Managing Director, Enterprise Development
Group,
Temasek International Pte. Ltd.
New Zealand Citizen
General Counsel, Temasek International Pte. Ltd.
Pek Siok Lan
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
General Counsel
Temasek International Pte. Ltd.
Singapore Citizen
Head, Telecom, Media & Technology,
Co-Head, India,
Co-Head, Africa & Middle East,
Temasek International Pte. Ltd.
Ravi Mahinder Lambah
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Telecom, Media & Technology,
Co-Head, India,
Co-Head, Africa & Middle East,
Temasek International Pte. Ltd.
Indian Citizen
 
 
 
 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Co-Head, Investment Group,
Co-Head, Portfolio & Strategy Group,
Head, Energy & Resources,
Head, India,
Head, Portfolio Strategy & Value Management,
Temasek International Pte. Ltd.
Rohit Sipahimalani
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Co-Head, Investment Group,
Co-Head, Portfolio & Strategy Group,
Head, Energy & Resources,
Head, India,
Head, Portfolio Strategy & Value Management,
Temasek International Pte. Ltd.
Singapore Citizen
Head, Markets Group,
President, Americas,
Head, Credit Portfolio,
Temasek International Pte. Ltd.
Sim Hong Boon
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Markets Group,
President, Americas,
Head, Credit Portfolio,
Temasek International Pte. Ltd.
United States Citizen
Head, Portfolio and Strategy Group,
Head, Europe,
Head, Portfolio Management,
Head, Strategy,
Co-Head, Singapore,
Temasek International Pte. Ltd.
Tan Chong Lee
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, Portfolio and Strategy Group,
Head, Europe,
Head, Portfolio Management,
Head, Strategy,
Co-Head, Singapore,
Temasek International Pte. Ltd.
Singapore Citizen
Head, China
Temasek International Pte. Ltd.
Wu Yibing
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Head, China
Temasek International Pte. Ltd.
United States Citizen
Senior Managing Director, Europe,
Co-Head, Industrials,
Temasek International Pte. Ltd.
Benoit Louis Marie Francois Valentin
 
23 King Street
London SW1Y 6QY
United Kingdom
Senior Managing Director, Europe,
Co-Head, Industrials,
Temasek International Pte. Ltd.
France Citizen