Form SC 13D TDCX Inc. Filed by: Junique Laurent

May 24, 2022 8:08 AM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.  )*

TDCX Inc.
(Name of Issuer)
 
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
 
87190U100**
(CUSIP Number)
 
 
Laurent Junique
Transformative Investments Pte Ltd
+65 6309 1688
750D Chai Chee Road
#06-01/06 ESR BizPark @ Chai Chee
Singapore 469004
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 24, 2022
(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 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).




CUSIP No. 87190U100
13D
Page 2 of 8 Pages

 
1
Names of Reporting Persons
Laurent Junique
 
2
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3
SEC Use Only
 
4
Source of Funds (See Instructions)
PF
 
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
 
6
Citizenship or Place of Organization
France
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7
Sole Voting Power
0
8
Shared Voting Power
123,704,024(1)
9
Sole Dispositive Power
0
10
Shared Dispositive Power
123,704,024(1)
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
123,704,024(1)
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
 
13
Percent of Class Represented by Amount in Row (11)
84.9%(2)
 
14
Type of Reporting Person (See Instructions)
IN


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) 38,024 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 22,262,800 outstanding Class A Shares as of December 31, 2021, as disclosed in the Issuer's Form 20-F filed on April 20, 2022, and the 123,500,000 Class A Shares issuable upon conversion of the Class B Shares held by TIP.





CUSIP No. 87190U100
13D
Page 3 of 8 Pages

 
1
Names of Reporting Persons
Transformative Investments Pte Ltd
 
2
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3
SEC Use Only
 
4
Source of Funds (See Instructions)
AF
 
5
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ☐
 
6
Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7
Sole Voting Power
0
8
Shared Voting Power
123,500,000(1)
9
Sole Dispositive Power
0
10
Shared Dispositive Power
123,500,000(1)
 
11
Aggregate Amount Beneficially Owned by Each Reporting Person
123,500,000(1)
 
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
 
13
Percent of Class Represented by Amount in Row (11)
 84.7%(2)
 
14
Type of Reporting Person (See Instructions)
CO


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 22,262,800 outstanding Class A Shares as of December 31, 2021, as disclosed in the Issuer's Form 20-F filed on April 20, 2022, and the 123,500,000 Class A Shares issuable upon conversion of the Class B Shares held by TIP.




CUSIP No. 87190U100
13D
Page 4 of 8 Pages

Explanatory Note

This Schedule 13D is being filed by the Reporting Persons (as defined below) in connection with acquisitions by them of Class A Shares (as defined below) on May 10, May 11, and May 12, 2022, which, together with all other acquisitions of beneficial ownership of Class A Shares by the Reporting Persons during the preceding 12 months, exceeded two percent of the outstanding Class A Shares. The Reporting Persons previously reported their beneficial ownership over securities of the Issuer (as defined below) on a Schedule 13G pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”).

Item 1.
Security and Issuer

This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A ordinary shares of TDCX Inc., a Cayman Islands company (the “Issuer”), whose principal executive offices are located at 750D Chai Chee Road, #06-01/06 ESR BizPark @ Chai Chee, Singapore 469004. This Schedule 13D related to the Class A ordinary shares, par value US$0.0001 per share (“Class A Shares”).

American Depositary Shares (“ADSs”) representing Class A Shares on a one-for-one basis are listed on the New York Stock Exchange under the symbol “TDCX.”

Item 2.
Identity and Background
 
(a): This Schedule 13D is being filed jointly by Laurent Junique and Transformative Investments Pte Ltd (together, the “Reporting Persons, and each, a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (“SEC”) under Section 13 of the Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit A.
 
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person except as otherwise provided in Rule 13d-1(k).
 
(b), (c), and (f): Mr. Laurent Junique is a citizen of France. Mr. Laurent Junique is the founder, executive chairman, and the chief executive officer of the Issuer. The business address of Mr. Laurent Junique is 750D Chai Chee Road, #06-01/06 ESR BizPark @ Chai Chee Singapore 469004.
 
Transformative Investments Pte Ltd is a company incorporated in the Cayman Islands. The entire interest of Transformative Investments Pte Ltd is held by a trust that was established for the benefit of Mr. Junique and his family. Mr. Junique is the sole director of Transformative Investments Pte Ltd.  The registered address of Transformative Investments Pte Ltd is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
 
(d) and (e): During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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

Prior to May 10, 2022, the Reporting Persons were deemed to beneficially hold an aggregate of 123,500,000 Class A Shares issuable upon conversion of the Class B ordinary shares of the Issuer, par value US$0.001 per share (“Class B Shares”) directly held by TIP. Each Class B Share is entitled to 10 votes per share.  Mr. Laurent used his personal funds to purchase the Issuer securities held by TIP. TIP used such funds to acquire the original ordinary shares of the issuer.

On May 10, 2022, Mr. Junique purchased a total of 889 Class A ordinary shares at a weighted-average purchase price per ADS of $9.9734 on the open market under the Trading Plan (as defined below). On May 11, 2022, Mr. Junique purchased a total of 6,135 Class A ordinary shares at a weighted-average purchase price per ADS of $9.9581 on the open market under the Trading Plan. On May 12, 2022, Mr. Junique purchased a total of 31,000 Class A ordinary shares at a weighted-average purchase price per ADS of $9.9339 on the open market under the Trading Plan.





CUSIP No. 87190U100
13D
Page 5 of 8 Pages

Item 4.
Purpose of Transaction.

The information set forth in Item 3 is hereby incorporated by reference in its entirety.

Mr. Laurent Junique entered into a Rule 10b5-1 Purchase Plan (the “Trading Plan”), dated as of March 31, 2022 with Credit Suisse AG Singapore Branch.  Under the Trading Plan, Credit Suisse AG Singapore Branch is acting through its affiliate Credit Suisse Securities (USA) LLC as broker (the “Broker”). Under the Trading Plan, the Mr. Laurent agreed to purchase up to $2,000,000 in ADSs representing the Class A Shares, subject to certain volume and pricing limits. The Trading Plan will terminate on May 27, 2022 or until all of the ADSs to be purchased under the Trading Plan are purchased or the Trading Plan is otherwise terminated. The program will not require Mr. Laurent Junique to purchase any specific number of ADSs or Class A Shares or at all, and may be modified, suspended or terminated at any time without notice. The Reporting Person intends to make all purchases under the Trading Plan using personal funds.

Except as set forth above, none of the Reporting Persons has any present plan or proposal which related to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to take such actions in the future as they deem appropriate, including changing the purpose described above or adopting plans or proposals with respect to one or more of the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.
Interest in Securities of the Issuer

(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.

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 22,262,800 issued and outstanding ordinary shares as of December 31, 2021, as disclosed in the Issuer’s Form 20-F filed on April 20, 2022, 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.

(d): Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.

(e): Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The information set forth in Items 3 and 4 is hereby incorporated by reference in its entirety. The form of the Trading Plan is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

Registration Rights Agreement

On September 18, 2021, the Issuer entered into a registration rights agreement with TIP, which grants certain registration rights with respect to the Class A Shares or ADSs owned TIP and certain of its affiliates (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Issuer provides for customary “demand” registration, “shelf” registration and “piggyback” registration rights. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and indemnifies the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act of 1933, as amended.




CUSIP No. 87190U100
13D
Page 6 of 8 Pages

The description of the Registration Rights Agreement contained in this Item 6 is not intended to be complete and is qualified in their entirety by reference to such agreement, a copy of the form of Registration Rights Agreement is attached hereto and incorporated by reference herein.

Item 7.
Material to be Filed as Exhibits.

Exhibit No.
Description
A
Joint Filing Agreement by and between the Reporting Persons
B
Form of 10b5-1 Trading Plan
C
Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.9 to the registration statement on Form F-1 filed by the Issuer with the SEC on September 7, 2021)




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: May 24, 2022
 
Laurent Junique
     
 
/s/ Laurent Junique
     
     
     
 
Transformative Investments Pte Ltd
     
 
By:
/s/ Laurent Junique
 
Name:  
Laurent Junique
 
Title:
Director



EXHIBIT A

JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.0001 per share, of TDCX Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 24, 2022.

 
Laurent Junique
     
 
/s/ Laurent Junique
     
     
     
 
Transformative Investments Pte Ltd
     
 
By:
/s/ Laurent Junique
 
Name:  
Laurent Junique
 
Title:
Director





EXHIBIT B

STOCK TRADING PLAN

This Stock Trading Plan (the “Plan”) is being authorized and adopted by Laurent Bernard Marie Junique (“Client”) as of the date below, to facilitate the purchase of American Depositary Shares (“ADS”s)) (“Shares”) of TDCX Inc. (“Issuer”) pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

To dispel any inference that Client is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information; or that the trades in the Shares evidence Client’s knowledge of material nonpublic information, or information at variance with Issuer’s statements to investors; Client has determined to engage Credit Suisse AG Singapore Branch (“CSSB”) to purchase through its affiliate Credit Suisse Securities (USA) LLC (“CSSU”), a broker-dealer registered with the U.S. Securities and Exchange Commission, a pre-determined amount of Shares pursuant to the formula described in Exhibit A.



Representations, Warranties and Covenants Regarding Compliance with Rule 10b5-1:

1.          As of the date of this Plan, Client is not aware of any material nonpublic information regarding Issuer and is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent CSSB from acting upon the instructions set forth in this Plan;

2.          Client is entering into this Plan in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Exchange Act or any other applicable federal or state law;

3.          Client has not entered into or altered, and will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares during the term of this Plan;

4.          Client acknowledges that it is the intent of the parties hereto that this Plan shall comply with the requirements of Rule 10b5-1(c) and that any amendment, modification, waiver or termination of this Plan must be made in accordance with the provisions of Rule 10b5-1(c);

5.          Client acknowledges that CSSU may make a market in the Shares and will continue to engage in market-making activities while executing transactions on the instructions of CSSB pursuant to the Plan; and

6.          Client may not discuss with CSSB or CSSU the timing of the trading in the Shares on Client’s behalf (other than to confirm these instructions and describe them if necessary).




7.          Client agrees to inform CSSB as soon as practical of any of the following:


i)
any subsequent contractual or legal restrictions imposed on Client or Issuer that would prevent CSSB or Client from complying with the Plan, or


ii)
the occurrence of any event as set forth in the Plan that would cause the Plan to be suspended or terminated under Section 11 or Section 15 of the Plan, respectively.

Compliance with Rule 10b-18

8.          Client understands that as an “affiliated purchaser”, CSSU will use its best effort to comply with Rule 10b-18, the safe harbor for purchases of Issuer’s common stock, under the Securities Exchange Act of 1934 (the “Exchange Act”) , when purchasing Shares pursuant to this Plan.

Stock Splits / Reincorporations/ Reorganizations

9.          In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be purchased will be adjusted proportionately.

10.          In the event of a reincorporation or other corporate reorganization resulting in an internal Issuer share-for-share exchange of new shares for the Shares subject to the Plan, then the new shares will automatically replace the Shares originally specified in the Plan.

Suspension

11.          Purchases of Shares pursuant to the Plan shall be suspended where:


i)
trading of the Shares on the principal exchange or market on which the Shares trade is suspended for any reason;


ii)
CSSB and CSSU, each in its sole discretion, determine that there is a legal, regulatory or contractual reason why they cannot effect a   purchase of Shares; or


iii)
CSSB is notified in writing by Client or Issuer that a purchase of Shares should not be effected due to legal, regulatory or contractual restrictions applicable to Issuer or to Client (including without limitation, Regulation M).

12.          Subject to Section 4 above, CSSB will resume  purchases in accordance with the Plan as promptly as practicable after (a) CSSB receives notice in writing from Client or Issuer, as the case may be, that it may resume  purchases in accordance with the formula described in Exhibit A in the case of the occurrence of an event described in Section 11(iii) or (b) CSSB determines, in its sole discretion, that it may resume  purchases in accordance with the formula described in Exhibit A in the case of the occurrence of an event described in Sections 11(i) or 11(ii).



13.          Shares allocated under the Plan for   purchase during a period that has elapsed due to a suspension under Section 11 will be carried forward with the next amount of shares to be   purchased in accordance with the formula described in Exhibit A.

14.          In the event the formula described in Exhibit A provides for an amount of Shares to be  purchased during a given period pursuant to a limit order, Shares that would otherwise be permitted to be   purchased during that period but are not   purchased due to a suspension under Section 11, shall, upon lapse of the suspension, nonetheless be carried forward to be purchased with the next amount of Shares to be  purchased in accordance with the formula described in Exhibit A.

15.           CSSB is released from all liability in connection with any suspension of     purchases made in accordance with Section 11.

Termination

16.          The Plan shall terminate on the earliest to occur of the following:


i)
the termination date specified in Exhibit A;


ii)
the completion of all   purchases in Exhibit A;


iii)
CSSB and CSSU’s reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (b) Client has not complied with the Plan, Rule 10b5-1 or other applicable securities laws; or (c) Client has made misstatements in Client’s representations or warranties in Sections 1-6 above that are false or materially inaccurate;


iv)
receipt by CSSB of written notice from Issuer or Client of: (a) the filing of a bankruptcy petition by Issuer; (b)  a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of Issuer into shares of a company other than Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part);


v)
receipt by CSSB of written notice of Client’s death in a format and substance deemed legally satisfactory by CSSB;  and


vi)
receipt by CSSB of written notice of termination of the Plan from Client.




Execution, Average Pricing and Pro Rata Allocation of Purchases

17.          Client agrees and acknowledges that:


i)
If Client’s order to purchase Shares pursuant to the Plan, whether market or limit, is handled by a CSSU trading desk on instructions from CSSB, Client’s order shall be handled as “not held”.  A “not held” or “working order” permits a CSSU trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order.


ii)
CSSU on instructions from CSSB] may execute Client’s order: (a) in a single transaction or multiple transactions during the course of the trading day, or (b) CSSU may aggregate Client’s order with other orders for other buyers of Issuer’s securities that may or may not have been accepted pursuant to a Rule 10b5-1 purchase plan, execute them as block or in multiple smaller transactions, and allocate an average price to each seller.
Indemnification

18.          Client agrees to indemnify and hold harmless CSSB and its directors, officers, employees and affiliates, including CSSU, from and against all claims, losses, damages and liabilities, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such claim, directly arising out of or directly attributable to CSSB’s actions taken in compliance with the Plan, because of any breach by Client of the Plan, or any violation by Client of applicable federal or state laws or regulations.  This indemnification shall survive the termination of the Plan.

19.          Client has consulted with Client’s own advisors as to the legal, tax, business, financial and professional related aspects of Client’s adoption and implementation of this Plan.

Governing Law

20.          This Plan shall be governed by and construed in accordance with the laws of the State of New York.

Client and Issuer authorize and direct Issuer’s insider trading personnel to take all necessary steps to effect the instructions described in this Plan.





 
CLIENT
   
   
 
/s/ Laurent Bernard Marie Junique
 
(Signature)
   
 
Laurent Bernard Marie Junique
 
(Print Name)
   
 
31/3/2022
 
(Date)

ISSUER
   
Reviewed and authorized on
   
31 March, 2022
 
CREDIT SUISSE AG SINGAPORE BRANCH
       
 
/s/ Chin Tze Neng
   
     
Acknowledged and Agreed
By:
TDCX Inc.
 
this 1st day of April, 2022 :
       
Name:  
Chin Tze Neng
   
Title:
Director
   
       
     
By:
/s/ Dominique Boer
     
Name:  
Dominique Boer
     
Title:
Managing Director, Credit Suisse AG
         
         
         
     
By:
 /s/ Jason Wong
         
     
Name:
Jason Wong
     
Title:
Executive Director, Credit Suisse AG





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