SCHEDULE 13D/A: Temasek Holdings Joins as Reporting Person for GDS Holdings Stake, Clarifying Significant Ownership Structure

An amendment to a Schedule 13D filing reveals that Temasek Holdings (Private) Limited is now deemed a beneficial owner of 34.2% of GDS Holdings Limited's Class A Ordinary Shares, reflecting an internal administrative change within its subsidiaries.

Summary

• This document is Amendment No. 15 to a Schedule 13D filing for GDS Holdings Limited, originally filed on June 5, 2017.
• The primary purpose of this amendment is to include Temasek Holdings (Private) Limited as a reporting person due to an internal administrative change, where Temasek is now deemed to beneficially own shares previously disclosed by its subsidiaries: Singapore Technologies Telemedia Pte Ltd (STT), STT Communications Ltd (STTC), and STT Garnet Pte. Ltd. (STT Garnet).
• The Reporting Persons (STT, STTC, STT Garnet, and Temasek) collectively beneficially own 493,288,484 Class A Ordinary Shares of GDS Holdings Limited as of February 19, 2025.
• This beneficial ownership includes 16,000,000 Class A Shares issuable upon conversion of 0.25% Convertible Senior Notes due 2029.
• The aggregate beneficial ownership represents approximately 34.2% of the outstanding Class A Shares, based on 1,426,391,679 Class A Shares outstanding as of March 31, 2024.
• Considering the dual-class share structure, the Reporting Persons' Class A Shares represent approximately 21.3% of the aggregate voting power for matters where Class A Shares vote 1:1 and Class B Shares vote 1:20 (e.g., director election, changes to Class B rights).
• For other matters where both Class A and Class B Shares vote 1:1, the Class A Shares beneficially owned by Reporting Persons represent approximately 33.2% of the aggregate voting power.
• No transactions in Class A Shares by the Reporting Persons occurred in the past sixty days, except for certain directors receiving ADSs as compensation on January 16, 2025.

Sentiment

Score: 5

Explanation: The document is neutral in sentiment as it primarily serves as an administrative update to an ownership disclosure, reflecting an internal organizational change rather than new financial performance or strategic developments.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the Issuer's future performance or strategic direction. It is an ownership disclosure filing.

Industry Context

This filing primarily concerns the ownership structure of GDS Holdings Limited, a major data center operator. The inclusion of Temasek Holdings, a prominent global investment company, as a direct reporting entity for a significant stake underscores the long-term strategic interest of large institutional investors in critical digital infrastructure assets like data centers, particularly in the Asian market. While an administrative change, it formalizes the ultimate parent entity's direct reporting of its substantial influence.

Management Changes

Corporate Governance

Related Party Transactions

• On January 16, 2025, Mr. Sio Tat Hiang, Mr. Bruno Lopez, and Mr. Liu Chee Ming, who are directors of the Issuer, received 41,420, 29,080, and 22,040 ADSs respectively, from the Issuer as a portion of their total director compensation.

Stakeholder Impact

• Shareholders: Provides updated clarity on the ultimate beneficial ownership structure of a significant stake in GDS Holdings Limited, confirming Temasek's direct reporting role. This enhances transparency regarding major shareholder influence.
• Regulatory Authorities: Fulfills SEC disclosure requirements for significant ownership stakes and changes in reporting entities, ensuring compliance and transparency in the market.

Key Dates

Keywords

GDS Holdings Limited, Schedule 13D, Beneficial Ownership, Temasek Holdings, Singapore Technologies Telemedia, Class A Shares, Convertible Senior Notes, Voting Power, SEC Filing, Data Centers, Investment Holding