UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
     
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)
 
October 11, 2013
(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
 
40,000,000 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
40,000,000 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
40,000,000 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 11.75% of the Class A ordinary shares1
14.
Type of Reporting Person (See Instructions)
 
CO
1 Represents approximately 4.46% of the voting power of the ordinary shares of the Issuer. Represents approximately 10.10% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 304,525,819 Class A ordinary shares and 55,730,544 Class B ordinary shares outstanding as of September 30, 2013, as adjusted to give effect to the transaction as described in Item 4 below.
 
 
 
Page 2
 
 

 
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
 
40,000,000 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
40,000,000 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
40,000,000 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 11.75% of the Class A ordinary shares2
14.
Type of Reporting Person (See Instructions)
 
CO
 
2 Represents approximately 4.46% of the voting power of the ordinary shares of the Issuer. Represents approximately 10.10% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 304,525,819 Class A ordinary shares and 55,730,544 Class B ordinary shares outstanding as of September 30, 2013, as adjusted to give effect to the transaction as described in Item 4 below.
 
 
 
 
Page 3
 
 
 
 
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
 
40,000,000 Class A ordinary shares
9.
 
Sole Dispositive Power
 
0
10.
 
Shared Dispositive Power
 
40,000,000 Class A ordinary shares
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
40,000,000 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 11.75% of the Class A ordinary shares3
14.
Type of Reporting Person (See Instructions)
 
CO
 
3 Represents approximately 4.46% of the voting power of the ordinary shares of the Issuer. Represents approximately 10.10% of the total ordinary shares of the Issuer assuming conversion of all outstanding Class B ordinary shares into Class A ordinary shares. Based on 304,525,819 Class A ordinary shares and 55,730,544 Class B ordinary shares outstanding as of September 30, 2013, as adjusted to give effect to the transaction as described in Item 4 below.
 
 

 
 
Page 4
 

Item 1.  Security and Issuer

This Statement on Schedule 13D (this “Schedule 13D”) relates to 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.

Item 2.  Identity and Background

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

The purchase price for the ADSs was $15.00 per ADS. The funds used by Esta to acquire the ADSs described herein were obtained from proceeds of shareholder loans from its immediate holding company, Tembusu.

Item 4.  Purpose of Transaction 

On September 30, 2013, the Issuer entered into a Purchase Agreement (the “Purchase Agreement”) with Esta and certain selling shareholders listed in the Purchase Agreement (collectively, the “Sellers”), pursuant to which (i) the Issuer agreed to sell to Esta, and Esta agreed to purchase from the Issuer, 34,683,042 Class A Ordinary Shares (in the form of 5,780,507 ADSs), at a purchase price of $2.50 per share ($15.00 per ADS) at the closing; and (ii) the Sellers agreed to sell to Esta, and Esta agreed to purchase from the Sellers, an aggregate of 5,316,958 Class A Ordinary Shares (in the form of 886,160 ADSs), at a purchase price of $2.50 per share ($15.00 per ADS) at the closing.

On October 11, 2013, the closing date under the Purchase Agreement (the “Closing Date”), the Issuer entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with Esta, Sheng Chen (“SC”), Jun Zhang (“JZ” and together with SC, the “Founders”), Personal Group Limited, a British Virgin Islands company, Fast Horse Technology Limited, a British Virgin Islands company, Beacon
 
 
 
 
Page 5
 
 
 
Capital Group Inc., a British Virgin Islands company, Sunrise Corporate Holding Ltd., a British Virgin Islands company and Moomins Inc., a British Virgin Islands company (collectively, the “Founder Affiliates” and together with the Founders, the “Founder Parties”). Pursuant to the Investor Rights Agreement, Esta has the right to appoint one director (which appointee shall be subject to the Issuer’s consent, not to be unreasonably withheld or delayed) to the board of directors of the Issuer, which currently consists of six members. The Issuer will also have obligations to ensure that the majority of the board of directors of the Issuer be comprised of independent directors (determined pursuant to the rules and regulations of the NASDAQ Global Market and under the Exchange Act) at all times, so long as the Issuer has securities (including ADSs) listed on the NASDAQ Global Market.

On the Closing Date, the Issuer also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Esta, pursuant to which the Issuer granted certain registration rights to Esta.

Copies of the Purchase Agreement, the Investor Rights Agreement and the Registration Rights Agreement are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein. The foregoing descriptions of the Purchase Agreement, the Investor Rights Agreement and the Registration 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 agreements attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively.

The Reporting Persons review their investments on a continuing basis. Depending on overall market conditions, performance and prospects of the Issuer, subsequent developments affecting the Issuer, other investment opportunities available to the Reporting Persons, the market prices of the ADSs and other investment considerations, the Reporting Persons may hold, vote, acquire or dispose of or otherwise deal with securities of the Issuer, including the ADSs. Any of the foregoing actions may be effected at any time or from time to time, subject to applicable law. Except as set forth above, there are no plans or proposals of the type referred to in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

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 40,000,000 Class A Ordinary Shares (in the form of 6,666,667 ADSs), representing approximately 11.75% of the outstanding Class A Ordinary Shares, 10.10% of all ordinary shares and approximately 4.46% 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 304,525,819 Class A Ordinary Shares and 55,730,544 Class B ordinary shares outstanding as of September 30, 2013, as adjusted to give effect to the transaction as described in Item 4 above. 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.
 
 
 
Page 6
 
 
 
(d) Not applicable.

(e) Not applicable.

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

The information set forth and incorporated in the first, second, third and fourth paragraphs of Item 4 of this Schedule 13D is hereby incorporated by reference herein.

Item 7.  Material to be Filed as Exhibits

Exhibit 99.1.
Purchase Agreement, dated as of September 30, 2013, among the Issuer, Esta and the Sellers.

Exhibit 99.2.
Investor Rights Agreement, dated as of October 11, 2013, among the Issuer, Esta and the Founder Parties.

Exhibit 99.3.
Registration Rights Agreement, dated as of October 11, 2013, between the Issuer and Esta.

Exhibit 99.4.
Joint Filing Agreement, dated as of October 25, 2013, by and among Esta, Tembusu and Temasek Holdings.
 
 

 
 
 
Page 7
 

 
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: October 25, 2013
 
 
ESTA INVESTMENTS PTE. LTD.
  
   
By:
 /s/ Rohit Sipahimalani  
 
Name:
 Rohit Sipahimalani  
 
Title:
 Authorised Signatory  
 
 
TEMBUSU CAPITAL PTE. LTD.
  
   
By:
 /s/ Chia Yue Joo  
 
Name:
 Chia Yue Joo  
 
Title:
 Director  
 
 
TEMASEK HOLDINGS (PRIVATE) LIMITED
  
   
By:
 /s/ Rohit Sipahimalani  
  Name: Rohit Sipahimalani  
  Title: Authorised Signatory  
 
 
 
 
 
 

 
 
Page 8
 

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
 
60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
Director – Operations
Temasek International Pte. Ltd.
Singapore Citizen
Director
Ray Parangam
 
60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
Director – Leadership Development & Compensation
Temasek International Pte. Ltd.
Indian Citizen

Tembusu Capital Pte. Ltd.

Position
Name and Business Address
Present Principal Occupation
Citizenship
Director
Chia Yue Joo
 
60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Managing Director  – Legal & Regulations
Temasek International Pte. Ltd.
Singapore Citizen
Director
Yeo Whye Lin Wendy
 
60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
 
Director – Human Resources
Temasek International Pte. Ltd.
Singapore Citizen
 
Temasek Holdings (Private) Limited
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Chairman
Lim Boon Heng
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
N.A.
Singapore
Citizen
Director
Ho Ching
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Executive Director and CEO
Temasek Holdings (Private) Limited
 
 
Singapore
Citizen
Director
Kua Hong Pak
 
Managing Director and Group CEO
 
Singapore
 
 
 
 
 
Page 9
 
 
 
 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
 
205 Braddell Road,
East Wing 7th Floor
Singapore 579701
 
ComfortDelGro Corporation Limited
 
Citizen
Director
Goh Yew Lin
 
50 Raffles Place,
#33-00 Singapore Land Tower
Singapore 048623
 
Managing Director
GK Goh Holdings Limited
 
Singapore
Citizen
Director
Teo Ming Kian
 
N.A.
 
N.A.
Singapore
Citizen
Director
Marcus Wallenberg
 
Arsenalsgatan 4, 3rd fl,
Stockholm, Sweden
 
Chairman
Foundation Asset Mgmt
Sweden AB
 
Swedish Citizen
Director
Lien Jown Leam Michael
 
One Raffles Place
#51-00
Singapore 048616
 
Executive Chairman
Wah Hin & Co Pte Ltd
 
 
Singapore
Citizen
Director
Cheng Wai Keung
 
3 Killiney Road
#10-01
Winsland House 1
Singapore 239519
 
Chairman and Managing Director
Wing Tai Holdings 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 B. Zoellick
 
1750 Massachusetts Ave NW
Washington, DC 20036
 
N.A.
United States Citizen
 
Executive Officer
Gregory Lynn Curl
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
President
Temasek International Pte. Ltd.
 
United States Citizen
Executive Officer
Lee Theng Kiat
 
60B Orchard Road,
President
Temasek International Pte. Ltd.
Singapore Citizen
 
 

 
Page 10
 
 
 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
 
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
    
Executive Officer
John Michael Cryan
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Co-Head, Portfolio & Strategy Group
President, Europe
Head, Credit Portfolio
Head, Portfolio Strategy
Head, Africa
Temasek International Pte. Ltd.
 
British
Executive Officer
Sim Hong Boon
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Head, Markets Group
President, Americas
Co-Head, Credit Portfolio
Temasek International Pte. Ltd.
 
United States Citizen
Executive Officer
Chan Wai Ching
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Co-Head, Corporate Development Group
Head, Organisation & Leadership
Temasek International Pte. Ltd.
Singapore Citizen
Executive Officer
Cheo Hock Kuan
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Head, Strategic Relations & Corporate Affairs
Temasek International Pte. Ltd.
Singapore Citizen
Executive Officer
Chia Song Hwee
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Head, Investment Group
Co-Head, China
Temasek International Pte. Ltd.
Singapore Citizen
Executive Officer
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
Executive Officer
Heng Chen Seng David
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
Co-Head, Markets Group
Senior Managing Director, Investment
Head, South East Asia
Temasek International Pte. Ltd.
Singapore Citizen
 
 
 
 
 
Page 11
 
 
 
 
Position
Name and Business Address
Present Principal Occupation
Citizenship
Executive Officer
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 International Pte. Ltd.
Singapore Citizen
Executive Officer
Nagi Adel Hamiyeh
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Co-Head, Enterprise Development Group
Senior Managing Director, Investment
Head, Australia & New  Zealand
Head, Middle East
Co-Head, Africa
Temasek International Pte. Ltd.
 
Singapore Citizen
Executive Officer
Pek Siok Lan
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Senior Managing Director, General Counsel
Senior Managing Director, Investment
Temasek International Pte. Ltd.
Singapore Citizen
Executive Officer
Ravi Mahinder Lambah
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Senior Managing Director, Investment
Co-Head, India
Temasek International Pte. Ltd.
Indian
Executive Officer
Rohit Sipahimalani
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Co-Head, Investment Group
Head, India
Co-Head, Middle East
Temasek International Pte. Ltd.
Singapore Citizen
Executive Officer
Tan Chong Lee
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Head, Portfolio and Strategy Group
Head, Portfolio Management
Head, Strategy
Co-Head, Singapore
Co-Head, Europe
Temasek International Pte. Ltd.
 
Singapore Citizen
Executive Officer
Wu Yibing
 
60B Orchard Road,
#06-18 Tower 2,
The Atrium@Orchard,
Singapore 238891
 
Head, China
Temasek International Pte. Ltd.
United States Citizen
 
 
 
 
Page 12