Form SC 13G GDS Holdings Ltd Filed by: GIC Private Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ) *

GDS Holdings Limited

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(Name of Issuer)

Class A ordinary shares, par value $0.00005 per share

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(Title of Class of Securities)

36165L108**

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(CUSIP Number)

January 11, 2023

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(Date of the Event Which Requires Filing of this Statement)

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* 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.

** There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 36165L108 has been assigned to the American Depositary Shares of the Issuer, each American Depositary Share representing eight (8) Class A ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “GDS”.

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.)

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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
	Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			52,467,712 (1)
		6	SHARED VOTING POWER
			150,472,172 (2)
		7	SOLE DISPOSITIVE POWER
			52,467,712 (1)
		8	SHARED DISPOSITIVE POWER
			150,472,172 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	202,939,884 (1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.64% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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⁽¹⁾ These 52,467,712 Class A ordinary shares, par value US$0.00005 per share (the “Ordinary Shares”) of GDS (the “Issuer”) are represented by (i) 5,467,924 American Depositary Shares (“ADSs”), each ADS representing eight (8) Ordinary Shares; and (ii) 15,795,968 Ordinary Shares.

⁽²⁾ These 150,472,172 Ordinary Shares of the Issuer are represented by (i) 51,200,000 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer’s 0.25% Convertible Senior Notes due 2029 (“2029 Senior Notes”); (ii) 97,959,183 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer’s 4.5% Convertible Senior Notes due 2030 (“2030 Senior Notes”) and (ii) 1,312,988 Ordinary Shares.

⁽³⁾ Based on 1,606,001,843 Ordinary Shares, which includes (i) 1,456,842,659 shares outstanding as of April 15, 2022, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 28, 2022; (ii) 51,200,000 Ordinary Shares of post conversion 2029 Senior Notes; and (iii) 97,959,184 Ordinary Shares of post conversion 2030 Senior Notes.

1	NAMES OF REPORTING PERSONS
	GIC Special Investments 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
	Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			125,159,184 (4)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			125,159,184 (4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	125,159,184 (4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.79% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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⁽⁴⁾ These 125,159,184  Ordinary Shares of the Issuer are represented by (i) 27,200,000 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer’s 0.25% Convertible Senior Notes due 2029 (“2029 Senior Notes”); and (ii) 97,959,184 Ordinary Shares that the Reporting Person has the right to acquire upon conversion of the Issuer’s 4.5% Convertible Senior Notes due 2030 (“2030 Senior Notes”).

1	NAMES OF REPORTING PERSONS
	Ceningan Investment Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Republic of Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			125,159,184 (4)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			125,159,184 (4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	125,159,184 (4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.79% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

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GDS Holdings Limited

GIC Private Limited

GIC Special Investments Private Limited

Ceningan Investment Pte. Ltd.

168 Robinson Road

#37-01 Capital Tower

Singapore 068912

GIC Private Limited – Republic of Singapore

GIC Special Investments Private Limited – Republic of Singapore

Ceningan Investment Pte. Ltd. – Republic of Singapore

Class A ordinary shares, par value $0.00005 per share

36165L108 (There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 36165L108 has been assigned to the ADSs of the Issuer, each ADS representing eight (8) Ordinary Shares, which are quoted on the Nasdaq Global Market under the symbol “GDS”.)

Not applicable.

Ownership information with respect to GIC Private Limited (“GIC PL”) is incorporated by reference from items (5) through (9) and (11) of the cover page, and the associated footnotes.

 

Ceningan Investment Pte. Ltd. (“Ceningan”) shares the power to vote and the power to dispose of 125,159,184 Ordinary Shares that Ceningan has the right to acquire upon conversion of (i) US$170,000,000 principal amount 2029 Senior Notes (which have an initial conversion rate of 160 Ordinary Shares per US$1,000 principal amount); and (ii)  US$300,000,000 principal amount 2030 Senior Notes (which have an initial conversion rate of 326.53 Ordinary Shares per US$1,000 principal amount) held directly by it with GIC Special Investments Private Limited (“GIC SI”) and GIC PL. GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL.

 

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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 the date below.

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