Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 4:15PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 2 )*
UBS Group AG
(Name of Issuer)
Ordinary shares, par value CHF 0.10 per share
(Title of Class of Securities)
H42097107
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing 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)
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*
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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.
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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).
13G
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CUSIP No. H42097107
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Page 2 of 6 Pages
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1.
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NAMES OF
REPORTING PERSONS
GIC Private Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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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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5.
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SOLE VOTING POWER
218,696,170
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6.
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SHARED VOTING POWER
1,520,216
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7.
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SOLE DISPOSITIVE POWER
218,696,170
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8.
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SHARED DISPOSITIVE POWER
1,520,216
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,216,386
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
5.94%*
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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*
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Based on 3,709,237,924 ordinary shares, par value CHF 0.10 per share, reported as the shares outstanding of UBS Group AG (excluding treasury shares) as of September 30, 2016 on Form 6-K filed with the Securities and
Exchange Commission on October 28, 2016.
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13G
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CUSIP No. H42097107
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Page 3 of 6 Pages
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Item 1(a).
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Name of Issuer:
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UBS Group AG
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Bahnhofstrasse 45
CH-8001
Zurich, Switzerland
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Item 2(a).
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Name of Person Filing:
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GIC Private Limited
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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168, Robinson Road
#
37-01,
Capital Tower
Singapore 068912
Singapore
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Item 2(d).
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Title of Class of Securities:
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Ordinary shares, par value CHF 0.10 per share
H42097107
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Item 3.
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If this statement is filed pursuant to §§ 240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:
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Not applicable.
13G
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CUSIP No. H42097107
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Page 4 of 6 Pages
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The aggregate number of securities and percentage of the class of securities
of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:
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Power to Vote
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Power to Dispose
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Person
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No. of Securities
Beneficially Owned
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Sole
1
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Shared
1
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Sole
1
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Shared
1
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GIC Private Limited
2
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220,216,386
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218,696,170
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1,520,216
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218,696,170
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1,520,216
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1
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GIC Private Limited (“GIC”) is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment
management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the
218,696,170 securities beneficially owned by it. GIC shares power to vote and dispose of 1,520,216 securities beneficially owned by it with MAS.
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2
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GIC disclaims membership in a group.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
13G
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CUSIP No. H42097107
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Page 5 of 6 Pages
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
13G
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CUSIP No. H42097107
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Page 6 of 6 Pages
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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: February 14, 2017
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GIC Private Limited
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By:
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/s/ Jimmy Teo Poh Leong
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/s/ Carol Tan Siew Shean
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Jimmy Teo Poh Leong
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/
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Carol Tan Siew Shean
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Senior Vice President
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Senior Vice President
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