Ermenegildo Zegna N.V.
10.00%
26,821,043
1877787
N30577105
Jul 28, 2025
Aug 4, 2025, 06:02 AM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Temasek Holdings (Private) Limited | Holding Company | 10.00% | 26,821,043 | 0 | 26,821,043 |
| Tembusu Capital Pte. Ltd. | Holding Company | 5.26% | 14,121,062 | 0 | 14,121,062 |
| Napier Investments Pte. Ltd. | Holding Company | 5.26% | 14,121,062 | 0 | 14,121,062 |
| Venezio Investments Pte. Ltd. | Holding Company | 5.26% | 14,121,062 | 0 | 14,121,062 |
Disclosure Items (7)
Ordinary Shares, nominal value EUR0.02 per share
Ermenegildo Zegna N.V.
Viale Roma 99/100, Valdilana loc. Trivero, L6, 13835
This Schedule 13D is being filed by the following (each a "Reporting Person" and, collectively, the "Reporting Persons"): (i) Temasek Holdings (Private) Limited ("Temasek"); (ii) Tembusu Capital Pte. Ltd. ("Tembusu Capital"); (iii) Napier Investments Pte. Ltd. ("Napier Investments"); and (iii) Venezio Investments Pte. Ltd. ("Venezio Investments"). The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 99.1. The name, business address, present principal occupation and the citizenship of each director and executive officer of each of the Reporting Persons are set forth in Exhibit 99.2 attached hereto, which is incorporated herein by reference.
The principal business address and principal office address of each of the Reporting Persons is 60B Orchard Road, #06-18, The Atrium@Orchard, Singapore 238891.
The principal business of each of the Reporting Persons is investment holding.
During the last five years, none of the Reporting Persons and, to the knowledge of each such Reporting Person, none of the directors or executive officers of such Reporting Person listed in Exhibit 99.2, have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were 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.
Each of the Reporting Persons is a company organized under the laws of the Republic of Singapore.
The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 3. The funds used to acquire the securities described herein were obtained from working capital provided by Temasek, which has primary sources of funds including divestment proceeds, dividends and distributions received from its portfolio, supplemented by its Temasek bonds and euro-commercial paper.
The information set forth in the cover pages of this Schedule 13D is incorporated by reference into this Item 5(a). The beneficial ownership percentages reported herein are based on 268,210,430 Ordinary Shares, which includes 254,089,368 Ordinary Shares outstanding as of May 29, 2025, as provided by the Issuer, and 14,121,062 Ordinary Shares issued to Venezio Investments upon the Closing. Of the total Ordinary Shares reported herein, 14,121,062 Ordinary Shares, or approximately 5.26% of the Issuer's total outstanding Ordinary Shares, are held by Venezio Investments. Venezio Investments is a direct wholly owned subsidiary of Napier Investments, which is a direct wholly owned subsidiary of Tembusu Capital, which is a direct wholly owned subsidiary of Temasek. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by Venezio Investments. 12,699,981 Ordinary Shares, or approximately 4.74% of the Issuer's total outstanding Ordinary Shares, are held in the aggregate by two indirect wholly owned subsidiaries of Temasek. As a result, Temasek may be deemed to beneficially own, through the indirect ownership described herein, 26,821,043 Ordinary Shares, or approximately 10.0% of the Issuer's total outstanding Ordinary Shares.
The information set forth in the cover pages of this Schedule 13D is incorporated by reference into this Item 5(b).
The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 5(c). During the past 60 days, the open market purchases of Ordinary Shares listed in Exhibit 99.3 were effected by two indirect subsidiaries of Temasek. Exhibit 99.3 is attached as an exhibit and incorporated by reference herein. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for each transaction.
None.
Not applicable.
Item 4 above summarizes certain provisions of the Share Purchase Agreement and the Registration Rights Agreement and is incorporated herein by reference. A copy of each such agreement is attached as an exhibit to this Schedule 13D, and incorporated herein by reference. Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer.
Exhibit 99.1: Joint Filing Agreement Exhibit 99.2: Schedule A Exhibit 99.3: Schedule B Exhibit 99.4: Share Purchase and Investor Rights Agreement, by and between Ermenegildo Zegna N.V. and Venezio Investments Pte. Ltd, dated as of July 28, 2025 (incorporated by reference to Exhibit 99.2 to the Issuer's Form 6-K filed on July 29, 2025) Exhibit 99.5: Registration Rights Agreement, by and between Ermenegildo Zegna N.V. and Venezio Investments Pte. Ltd, dated as of July 28, 2025 (incorporated by reference to Exhibit 99.3 to the Issuer's Form 6-K filed on July 29, 2025)