Filing Details
- Accession Number:
- 0001104659-19-073760
- Form Type:
- 13D Filing
- Publication Date:
- 2019-12-18 16:30:26
- Filed By:
- Sagicor Financial Co Ltd.
- Company:
- Playa Hotels & Resorts N.v. (NASDAQ:PLYA)
- Filing Date:
- 2019-12-18
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sagicor Financial Company Ltd | 0 | 20,000,000 | 0 | 20,000,000 | 20,000,000 | 15.5% |
| Sagicor Investments Jamaica Limited | 0 | 20,000,000 | 0 | 20,000,000 | 20,000,000 | 15.5% |
| Sagicor Life Jamaica Limited | 0 | 20,000,000 | 0 | 20,000,000 | 20,000,000 | 15.5% |
| Jamziv Mobay Jamaica Portfolio Limited | 0 | 20,000,000 | 0 | 20,000,000 | 20,000,000 | 15.5% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
PLAYA HOTELS & RESORTS N.V.
(Name of Issuer)
Ordinary Shares, par value €0.10 per share
(Title of Class of Securities)
N70544106
(CUSIP Number)
Cathleen McLaughlin, Esq.
Paul Hastings LLP
200 Park Avenue
New York, New York 10166
(212) 318-6620
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 5, 2019
(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-1(f) or §240.13d-1(g), check the following box. ¨
| * | 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 (“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. N70544106
| 1. | Names of reporting persons.
Sagicor Financial Company Ltd.
| |
| 2. | Check the appropriate box if a member of a group (see instructions)
(a) x (b) ¨
| |
| 3. | SEC use only | |
| 4. | Source of funds (see instructions)
OO
| |
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or place of organization
Bermuda
| |
| Number of shares beneficially owned by each reporting person with | 7. | Sole voting power
0
|
| 8. | Shared voting power
20,000,000
| |
| 9. | Sole dispositive power
0
| |
| 10. | Shared dispositive power
20,000,000
| |
| 11. | Aggregate amount beneficially owned by each reporting person
20,000,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. | Percent of class represented by amount in Row (11)
15.5%
| |
| 14. | Type of reporting person (see instructions)
HC
| |
Page 2 of 8
CUSIP No. N70544106
| 1. | Names of reporting persons.
Sagicor Investments Jamaica Limited
| |
| 2. | Check the appropriate box if a member of a group (see instructions)
(a) x (b) ¨
| |
| 3. | SEC use only | |
| 4. | Source of funds (see instructions)
OO
| |
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or place of organization
Jamaica
| |
| Number of shares beneficially owned by each reporting person with | 7. | Sole voting power
0
|
| 8. | Shared voting power
20,000,000
| |
| 9. | Sole dispositive power
0
| |
| 10. | Shared dispositive power
20,000,000
| |
| 11. | Aggregate amount beneficially owned by each reporting person
20,000,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. | Percent of class represented by amount in Row (11)
15.5%
| |
| 14. | Type of reporting person (see instructions)
IA
| |
Page 3 of 8
CUSIP No. N70544106
| 1. | Names of reporting persons.
Sagicor Life Jamaica Limited
| |
| 2. | Check the appropriate box if a member of a group (see instructions)
(a) x (b) ¨
| |
| 3. | SEC use only | |
| 4. | Source of funds (see instructions)
OO
| |
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6. | Citizenship or place of organization
Jamaica
| |
| Number of shares beneficially owned by each reporting person with | 7. | Sole voting power
0
|
| 8. | Shared voting power
20,000,000
| |
| 9. | Sole dispositive power
0
| |
| 10. | Shared dispositive power
20,000,000
| |
| 11. | Aggregate amount beneficially owned by each reporting person
20,000,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. | Percent of class represented by amount in Row (11)
15.5%
| |
| 14. | Type of reporting person (see instructions)
IC
| |
Page 4 of 8
CUSIP No. N70544106
| 1. | Names of reporting persons.
Jamziv Mobay Jamaica Portfolio Limited
| |
| 2. | Check the appropriate box if a member of a group (see instructions)
(a) x (b) ¨
| |
| 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) ¨ | |
| 6. | Citizenship or place of organization
Jamaica
| |
| Number of shares beneficially owned by each reporting person with | 7. | Sole voting power
0
|
| 8. | Shared voting power
20,000,000
| |
| 9. | Sole dispositive power
0
| |
| 10. | Shared dispositive power
20,000,000
| |
| 11. | Aggregate amount beneficially owned by each reporting person
20,000,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. | Percent of class represented by amount in Row (11)
15.5%
| |
| 14. | Type of reporting person (see instructions)
OO
| |
Page 5of 8
CUSIP No. N70544106
This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission on July 10, 2018 with respect to the ordinary shares, par value €0.10 per share (the “Ordinary Shares”), of Playa Hotels & Resorts N.V. (the “Issuer”), a limited liability company organized under the laws of the Netherlands. On November 27, 2018, Sagicor Financial Corporation Limited (“SFC” in the Original Schedule 13D and “Old Sagicor” herein) entered into an Arrangement Agreement (as amended, the “Arrangement Agreement”) pursuant to which Sagicor Financial Company Ltd. (formerly known as “Alignvest Acquisition II Corporation”) (“New Sagicor”) agreed to acquire all of the common shares, par value US$0.01 each, of Old Sagicor in a business combination transaction effected by way of a scheme of arrangement pursuant to Section 99 of the Companies Act 1981 of Bermuda (such transaction, the “Transaction”). The Transaction was consummated on December 5, 2019, on which date New Sagicor changed its name to “Sagicor Financial Company Ltd.”.
Item 2. Identity and Background.
Item 2 is amended and restated as follows:
The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons and the information regarding them, are as follows:
This Schedule 13D is filed by:
| · | Sagicor Financial Company Ltd., an exempted company continued under the laws of Bermuda (“New Sagicor”); |
| · | Sagicor Investments Jamaica Limited, a company formed under the laws of Jamaica (“SIJ”); |
| · | Sagicor Life Jamaica Limited, a company formed under the laws of Jamaica (“SLJ”); and |
| · | Jamziv Mobay Jamaica Portfolio Limited, a company incorporated under the laws of Jamaica (“JMJPL”). |
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons”.
The address of the principal office of each of the Reporting Persons is as follows:
| · | in the case of JMJPL, 28-48 Barbados Avenue, Kingston 5, Jamaica; |
| · | in the case of SIJ, 85 Hope Road, Kingston 6, Jamaica; |
| · | in the case of SLJ, 28-48 Barbados Avenue, Kingston 5, Jamaica; and |
| · | in the case of New Sagicor, Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096. |
The principal business of each of the Reporting Persons is as follows:
| · | New Sagicor and its subsidiaries (the “Sagicor Group”) operate across the Caribbean and in the United States of America. The principal activities of the Sagicor Group are (i) life and health insurance; (ii) annuities and pension administration services; (iii) property and casualty insurance and (iv) banking, investment management and other financial services (the “Sagicor Business”). New Sagicor, through its direct ownership of Old Sagicor and indirect ownership of Sagicor Group Jamaica Limited (the parent company of each of SIJ and SLJ), is the controlling person of SIJ and SLJ for purposes of Schedule 13D. |
Page 6 of 8
CUSIP No. N70544106
| · | SLJ is an insurance company. |
| · | SIJ is a company that provides investment, fund and unit trust management services in Jamaica. |
| · | JMJPL is a special-purpose entity formed for the purpose of acquiring the Ordinary Shares reported in this Schedule 13D. |
| · | JMJPL is 51.86% owned directly by the Sagicor Real Estate X Fund Limited (“X Fund”), an international business company incorporated under the International Business Companies Act, 1999 (as amended) of Saint Lucia. The X Fund group’s combined shareholding of JMJPL is 60.81%, as X Fund Properties Limited, a wholly owned subsidiary of X Fund, holds 8.95% of the company. X Fund is 52.73% owned by the Sagicor Pooled Investment Funds Limited (“SPIF”), which has delegated investment management authority over its assets reported herein to SLJ. SLJ holds voting and dispositive control over the assets of SPIF including the Ordinary Shares. |
| · | JCSD Trustee Services Limited, a company incorporated under the laws of Jamaica (“JCSD”), owns 39.19% of JMJPL as trustee for Sigma Real Estate Portfolio, a portfolio of the Sagicor Sigma Global Funds, a collective investment scheme. JCSD does not have voting and dispositive power over the Ordinary Shares held by JMJPL and has appointed SIJ as its investment manager, providing SIJ with voting and dispositive power over the Ordinary Shares directly held by JMJPL. SIJ has delegated to SLJ its investment management authority over Ordinary Shares reported herein, which delegation may be terminated. Accordingly, SLJ shares voting and dispositive power over these Ordinary Shares with SIJ. |
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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.
For information required for this Item 2 by Instruction C to Schedule 13D with respect to the executive officers and directors of JMJPL, SIJ, SLJ and New Sagicor (such executive officers and directors collectively, the “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented to add the following information for updating as of the date hereof:
Arrangement Agreement
On November 27, 2018, Old Sagicor entered into an Arrangement Agreement with New Sagicor (formerly named “Alignvest Acquisition II Corporation”) (such agreement, as amended, the “Arrangement Agreement”). New Sagicor was a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving New Sagicor. Pursuant to such Arrangement Agreement, New Sagicor agreed to acquire 100% of the common shares of Old Sagicor. Following such acquisition, which was consummated on December 5, 2019, New Sagicor discontinued under the laws of the Province of Ontario and continued under the laws of Bermuda as “Sagicor Financial Company Ltd”.
The foregoing summary of the Arrangement Agreement does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, a copy of which is filed as Exhibit 5 hereto, and the First Amendment to the Arrangement Agreement, a copy of which is filed as Exhibit 6 hereto, and the Second Amendment to the Arrangement Agreement, a copy of which is filed as Exhibit 7 hereto, each of which is incorporated herein by reference.
Page 7 of 8
CUSIP No. N70544106
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated as follows:
The information relating to the beneficial ownership of Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 129,351,389 shares outstanding as of October 31, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 6, 2019. None of the Covered Persons beneficially own any Ordinary Shares.
Neither the Reporting Persons nor the Covered Person have effected any transactions in the Ordinary Shares in the sixty (60) days preceding the filing this Schedule 13D.
Except for the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported herein.
The information in Items 4 and 6 hereof is incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is amended and restated as follows:
On December 5, 2019, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 1.
Except as set forth in Item 4 of this Schedule 13D and in the Joint Filing Agreement filed as Exhibit 1 hereto, to the best knowledge of the Reporting Persons and the Covered Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the Reporting Persons and the Covered Persons and between the Reporting Persons and the Covered Persons and any other person with respect to the Ordinary Shares.
The information in Item 4 is incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 is amended and restated as set forth in Exhibit 1 hereto.
| Exhibit No. | Description | |
| 1* | Joint Filing Agreement, dated as of December 5, 2019. | |
| 5* | Arrangement Agreement, dated as of November 27, 2018, by and between Alignvest Acquisition II Corporation and Sagicor Financial Corporation Limited. | |
| 6* | First Amendment to the Arrangement Agreement, dated as of January 28, 2019, by and between Alignvest Acquisition II Corporation and Sagicor Financial Corporation Limited. | |
| 7* | Second Amendment to the Arrangement Agreement, dated as of April 10, 2019, by and between Alignvest Acquisition II Corporation and Sagicor Financial Corporation Limited. |
| * Filed herewith. |
Page 8 of 8
CUSIP No. 74640Y 106
SIGNATURES
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.
DATED: December 17, 2019
| Sagicor Financial COMPANY LTD. | ||
| By: | /s/ Dodridge D. Miller | |
| Dodridge D. Miller, Group President & Chief Executive Officer | ||
| Sagicor Investments Jamaica Limited | ||
| By: | /s/ Kevin Donaldson | |
| Kevin Donaldson, Director | ||
| Sagicor Life Jamaica Limited | ||
| By: | /s/ R. Danny Williams | |
| R. Danny Williams, Director | ||
| Jamziv Mobay Jamaica Portfolio Limited | ||
| By: | /s/ Christopher W. Zacca | |
| Christopher W. Zacca, Director | ||
Schedule I
Information with respect to Persons Covered Under Instruction C to Schedule 13D
Item 2. Identity and Background.
Capitalized terms used in this Schedule I but not defined herein have the meanings assigned to them in the Schedule 13D to which this Schedule I is attached. The following table sets forth as to each of the Covered Persons: (a) his/her name, (b) his/her residence or business address and (c) his/her present principal occupation or employment and the name, principal business and address of any corporation of other organization in which such employment is conducted.
Directors of New Sagicor:
| Name | Residence or Business Address | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Dr. Stephen D.R. McNamara | Sagicor Financial Company Ltd. Cecil F De Caires Building, | Senior Partner of McNamara & Company, Attorneys-at-Law of St. Lucia | McNamara & Company 20 Micoud Street P.O BOX 189 Castries, St Lucia
McNamara & Company is a law firm with areas of practice including civil and commercial litigation, conveyance, family law, intellectual property, tax and labor law, criminal law and wills and probate. | St. Lucia and Ireland |
Professor Sir Hilary | Office of the Vice Chancellor The University of the West Indies Regional Headquarters Kingston 7, Jamaica, W.I.
| Vice Chancellor of the University of the West Indies | Office of the Vice Chancellor The University of the West Indies Regional Headquarters Kingston 7, Jamaica, W.I.
The University of the West Indies is a public university system in the Caribbean.
| Barbados |
| Peter E. Clarke | Sagicor Financial Company Ltd. Cecil F De Caires Building, | Retired | N/A | Trinidad and Tobago |
| Monish K. Dutt | 4201 Blagden Avenue NW Washington DC 20011 United States
| Fellow of the Institute of Chartered Accountants and a consultant on emerging markets | 4201 Blagden Avenue NW Washington DC 20011 United States | India |
| Dr. Dodridge D. Miller | Sagicor Financial Company Ltd. Cecil F De Caires Building, | Group President and Chief Executive Officer of New Sagicor | Sagicor Financial Company Ltd. Cecil F De Caires Building,
New Sagicor’s principal business is the Sagicor Business. | Barbados |
| Name | Residence or Business Address | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| John F. Shettle, Jr. | 20 Horseneck Lane Greenwich, CT 06830
| Operating Partner of Stone Point Capital LLC, a Delaware limited liability company | Stone Point Capital LLC 20 Horseneck Lane Greenwich, CT 06830
Stone Point Capital is a private equity firm in the global financial services industry. | United States of America |
| Rik Parkhill | Parkhill Advisory Inc. 179 Roxborough Drive, Toronto, Ontario, M4W 1X7 | Managing Partner at Parkhill Advisory Inc. | Parkhill Advisory Inc. 179 Roxborough Drive, Toronto, Ontario, M4W 1X7
Parkhill Advisory Inc. provides advisory services to corporations and institutional investors, with a focus on strategy, capital markets and banking. | Canada |
| Mahmood Khimji | Highgate Hotels L.P. 546 East John Carpenter Fwy., Suite 1400, Irving, TX 75062 | Co-Founder and Principal of Highgate Hotels L.P. | Highgate Hotels L.P. 546 East John Carpenter Fwy., Suite 1400, Irving, TX 75062
Highgate Hotels L.P. is an investor and manager of hospitality assets. | Canada and United States of America |
| Timothy Hodgson | Sagicor Financial Company Ltd. Cecil F De Caires Building, | Chairman of Sagicor Financial Company Ltd. | Sagicor Financial Company Ltd. Cecil F De Caires Building,
New Sagicor’s principal business is the Sagicor Business. | Canada, United Kingdom, United States of America |
| Name | Residence or Business Address | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Reza Satchu | Alignvest Management Corporation 100 King Street West, Suite 7050 Toronto, Ontario M5X 1C7 | Managing Partner at Alignvest Management Corporation | Alignvest Management Corporation Suite 7050 Toronto, Ontario M5X 1C7
Alignvest Management Corporation is an alternative investment management firm. | Canada |
| Aviva Shneider | CVC Advisors (U.S.) Inc. 712 Fifth Avenue 44th Floor New York, NY 10019 | Operating Partner at CVC Private Equity | CVC Advisors (U.S.) Inc. 712 Fifth Avenue 44th Floor New York, NY 10019
CVC Private Equity is a private equity firm. | Canada |
| Archibald Campbell | JMMB Group Limited 6 Haughton Terrace, Kingston 10, Jamaica
| Chairman of JMMB Group Limited | JMMB Group Limited 6 Haughton Terrace, Kingston 10, Jamaica
JMMB Group Limited is a financial services business providing solutions including: investments, banking, remittances, and insurance brokering to individuals and corporate clients. | Jamaica |
| Keith Duncan | JMMB Group Limited 6 Haughton Terrace, Kingston 10, Jamaica
| Group Chief Executive Officer | JMMB Group Limited 6 Haughton Terrace, Kingston 10, Jamaica
JMMB Group Limited is a financial services business providing solutions including: investments, banking, remittances, and insurance brokering to individuals and corporate clients. | Jamaica and Canada |
| Stephen Facey
| Sagicor Life Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Chairman and Chief Executive Officer, PanJam Investment Limited | PanJam Investment Limited 60 Knutsford Boulevard, Kingston 5, Jamaica
PanJam Investment Limited is an Investment Holding Company | Jamaica |
Executive Officers of New Sagicor:
For information regarding New Sagicor’s executive officer Dr. Dodridge D. Miller, see “Directors of New Sagicor” above. Unless otherwise noted in the table below, the business address for all of New Sagicor’s executive officers is Sagicor Financial Company Ltd., Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096. New Sagicor’s principal business is to serve as the holding company for the Sagicor Group.
| Name | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Ravi C. Rambarran | Group Chief Operating Officer of New Sagicor, with responsibility for Sagicor Life Inc, Southern Caribbean Operations | See information for New Sagicor immediately above this table. | Trinidad & Tobago
|
| Anthony O. Chandler | Group Chief Financial Controller of New Sagicor | See information for New Sagicor immediately above this table. | Barbados |
| Althea C. Hazzard | Executive Vice President, General Counsel and Corporate Secretary of New Sagicor | See information for New Sagicor immediately above this table.
| Barbados |
| Ronald B. Blitstein | Group Chief Information Officer of New Sagicor | Sagicor Life Insurance Company 4010 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607, USA
Sagicor Life Insurance Company is a life insurance company, which provides life insurance and annuity products. | United States of America |
| J. Andrew Gallagher | Chief Risk Officer of New Sagicor | See information for New Sagicor immediately above this table. | Canada |
| Nari T. Persad | Group Chief Actuary of New Sagicor | Sagicor Life Insurance Company 4010 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607, USA
Sagicor Life Insurance Company is a life insurance company, which provides life insurance and annuity products. | Canada |
| Donald S. Austin | Chief Executive Officer, Sagicor Life (Eastern Caribbean) lnc., a subsidiary of New Sagicor registered in St Lucia | Sagicor Life (Eastern Caribbean) Inc. Choc Bay, Castries, St. Lucia
Sagicor Life (Eastern Caribbean) Inc. is a subsidiary which provides life and health insurance and pension services in the Eastern Caribbean.
| Barbados |
| Name | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Bart F. Catmull | President and Chief Operating Officer, Sagicor Life Insurance Company USA, a subsidiary of New Sagicor | Sagicor Life Insurance Company 4010 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607, USA
Sagicor Life Insurance Company is a life insurance company, which provides life insurance and annuity products. | United States of America |
| J. Edward Clarke | Executive Vice President and General Manager, Barbados of Sagicor Life Inc., a subsidiary of New Sagicor | Sagicor Life Inc. Sagicor Financial Centre Lower Collymore Rock St Michael Barbados
Sagicor Life Inc is a subsidiary which provides insurance and financial services in the English and Dutch speaking Caribbean and Central America. | Barbados |
| Keston D. Howell | President and CEO of Sagicor General Insurance Inc., a subsidiary of New Sagicor | Sagicor General Insurance Inc. Haggatt Hall St Michael BB11059 Barbados | Trinidad & Tobago |
| Robert J. L. Trestrail | Executive Vice President and General Manager, Trinidad & Tobago for Sagicor Life Inc., a subsidiary of New Sagicor | Sagicor Life Inc. Sagicor Financial Centre 16 Queen’s Park West Port of Spain Trinidad | Trinidad & Tobago |
| Christopher W. Zacca, CD | President and Chief Executive Officer, Sagicor Group Jamaica Limited, a company incorporated in Jamaica | Sagicor Group Jamaica Limited, 28–48 Barbados Avenue, Kingston 5, Jamaica W.I.
Sagicor Group Jamaica Limited is a majority owned subsidiary of New Sagicor and a full service financial institution offering banking, investments, life & health insurance, pensions and real estate services. | Jamaica |
| Andre Mousseau | Group Chief Financial Officer of New Sagicor | See information for New Sagicor immediately above this table. | Canada |
| Samantha Cheung | Executive Vice President, Investor Relations | See information for New Sagicor immediately above this table. | Canada |
Directors of SIJ:
| Name | Residence or Business Address | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Kevin A. Donaldson | Sagicor Investments Jamaica Limited 85 Hope Road, Kingston 6 Jamaica, W.I. | Senior Vice President & Chief Executive Officer, Sagicor Investments Jamaica Limited | Sagicor Investments Jamaica Limited 85 Hope Road, Kingston 6 Jamaica, W.I. Sagicor is a company that provides investment fund and unit trust management services. | Jamaica |
| Bruce Rex Vernon James |
Sagicor Investments Jamaica Limited 85 Hope Road, Kingston 6 Jamaica, W.I. | President, MVP Track and Field Club | MVP Track and Field Club 237 Old Hope Road Kingston 6
MVP Track and Field Club is a track and field development club | Jamaica |
| Dr. Dodridge D. Miller | Sagicor Financial Company Ltd. Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096 | Group President and Chief Executive Officer of New Sagicor | Sagicor Financial Company Ltd. Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096
New Sagicor’s principal business is to serve as the holding company for the Sagicor Group. | Barbados |
| Donovan Hugh Perkins | Sagicor Investments Jamaica Limited 85 Hope Road, Kingston 6 Jamaica, W.I. | Retired | N/A | Jamaica |
| Lisa Annette Soares Lewis | Sagicor Investments Jamaica Limited 85 Hope Road, Kingston 6 Jamaica, W.I. | CEO , Great People Solutions Limited | Great People Solutions Limited 22 B Old Hope Road, Kingston 5
Great People Solutions Limited is a human resources and performance management consulting business | Jamaica |
| Colin Theophilius Steele | Sagicor Investments Jamaica Limited 85 Hope Road, Kingston 6 Jamaica, W.I. | Business Consultant | Colin Steele 68 Hope Road Kingston 6 | Jamaica |
| Name | Residence or Business Address | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Stephen Phillibert | PanJam Investment Limited 60 Knutsford Boulevard, Kingston 5, Jamaica | Chief Financial Officer PanJam Investment Limited
| PanJam Investment Limited 60 Knutsford Boulevard, Kingston 5, Jamaica
PanJam Investment Limited is an investment holding company | Jamaica |
| Christopher W. Zacca, CD | Sagicor Group Jamaica Limited, 28–48 Barbados Avenue, Kingston 5, Jamaica W.I.
| President and Chief Executive Officer of Sagicor Group Jamaica Limited, a company formed under the laws of Jamaica.
President & Chief Executive Officer, Sagicor Life Jamaica Limited, a company formed under the laws of Jamaica.
| Sagicor Group Jamaica Limited, 28–48 Barbados Avenue, Kingston 5, Jamaica W.I.
Sagicor Group Jamaica Limited is a majority owned subsidiary of New Sagicor and a full service financial institution offering banking, investments, life & health insurance, pensions and real estate services.
Sagicor Life Jamaica Limited 28-48 Barbados Avenue, Kingston
Sagicor Life Jamaica Limited is an insurance company. | Jamaica |
Executive Officers of SIJ:
The principal business address for SIJ and all of its executive officers is Sagicor Investments Jamaica, 85 Hope Road, Kingston 6, Jamaica. SIJ’s principal business is providing investment, fund and unit trust management services in Jamaica.
| Name | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Kevin Donaldson | Senior Vice President & CEO, Sagicor Investments Jamaica Limited | See information for SIJ immediately above this table. | Jamaica |
| Tara Nunes | Vice President, Wealth Management and Client Services, Sagicor Investments Jamaica Limited | See information for SIJ immediately above this table. | Jamaica |
Directors of SLJ:
| Name | Residence or Business Address | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Peter Karl Melhado | Sagicor Group Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica
| President & CEO ICD Group Limited | ICD Group Limited 7-9 Harbour Street Kingston
ICD Group Limited is an Investment Holding Company which provides financial, construction and real Estate services. | Jamaica |
| Christopher W. Zacca, CD | Sagicor Group Jamaica Limited, 28–48 Barbados Avenue, Kingston 5, Jamaica W.I.
| President and Chief Executive Officer of Sagicor Group Jamaica Limited, a company formed under the laws of Jamaica.
President & Chief Executive Officer, Sagicor Life Jamaica Limited, a company formed under the laws of Jamaica.
| Sagicor Group Jamaica Limited, 28–48 Barbados Avenue, Kingston 5, Jamaica W.I.
Sagicor Group Jamaica Limited is a majority owned subsidiary of New Sagicor and a full service financial institution offering banking, investments, life & health insurance, pensions and real estate services.
Sagicor Life Jamaica Limited 28-48 Barbados Avenue, Kingston
Sagicor Life Jamaica Limited is an insurance company. | Jamaica |
| Peter E. Clarke | 64 Eagle Crescent Fairways Maraval Trinidad | Retired | N/A | Trinidad and Tobago |
| Jeffrey Carl-Cobham | Sagicor Life Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Retired | N/A | Barbados and Jamaica |
| Jacqueline D. Coke-Lloyd | Sagicor Life Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Managing Director Make Your Mark Consultants | Make Your Mark Consultants 1 Robertson Avenue, Kingston 6
Make Your Mark Consultants is a human resource training, leadership development, public relations and marketing consultancy | Jamaica |
| Name | Residence or Business Address | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Richard L. Downer | Sagicor Life Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Retired | N/A | Jamaica |
| Joanna Banks | Sagicor Life Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Senior Vice President, Strategy, PanJam Investment Limited | PanJam Investment Limited 60 Knutsford Boulevard, Kingston 5, Jamaica
PanJam Investment Limited is an Investment Holding Company | Jamaica and United States |
| Dr. Marjorie M. Fyffe-Campbell | Sagicor Life Jamaica Limited. 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Management consultant and fellow of the Institute of Chartered Accountants | Sagicor Life Jamaica Limited. 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica
Sagicor Life Jamaica Limited is an insurance company. | Jamaica |
| Paul R. Hanworth | Sagicor Life Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Chief Operating Officer, PanJam Investment Limited | PanJam Investment Limited 60 Knutsford Boulevard, Kingston 5, Jamaica
PanJam Investment Limited is an Investment Holding Company | Jamaica and United Kingdom |
| Errol D. McKenzie | Sagicor Life Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Retired | N/A | Jamaica |
| Dr. Dodridge D. Miller | Sagicor Financial Company Ltd. Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096 | Group President and Chief Executive Officer of New Sagicor | Sagicor Financial Company Ltd. Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096
New Sagicor’s principal business is to serve as the holding company for the Sagicor Group. | Barbados |
| Raby D. Williams | Sagicor Group Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | Retired | N/A | Jamaica |
Executive Officers of SLJ:
The business address for all of SLJ and its executive officers is Sagicor Life Jamaica Limited, 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica. SLJ’s principal business is as an insurance company.
| Name | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Christopher W. Zacca, CD | President & Chief Executive Officer, Sagicor Life Jamaica Limited, a company formed under the laws of Jamaica. | See information for SLJ immediately above this table. | Jamaica |
| Willard Brown | Executive Vice President Employee Benefits | See information for SLJ immediately above this table. | Jamaica |
| Mark Chisholm | Executive Vice President – Individual Life Insurance Division | See information for SLJ immediately above this table. | Jamaica |
| Ivan B. O’B Carter | Executive Vice President - Group Chief Financial Officer | See information for SLJ immediately above this table. | Barbados |
| Janice Grant Taffe | Senior Vice President -General Counsel & Corporate Secretary | See information for SLJ immediately above this table. | Jamaica |
| Donnette Scarlett | Senior Executive Vice President – Group Treasury & Asset Management | See information for SLJ immediately above this table. | Jamaica |
| Simone Walker | Vice President – Group Marketing, | See information for SLJ immediately above this table. | Jamaica |
| Hope Wint | Vice President – Risk Management & Group Compliance | See information for SLJ immediately above this table. | Jamaica |
| Karl Williams | Senior Vice President – Group Human Resources & Corporate Services | See information for SLJ immediately above this table. | Jamaica |
Directors of JMJPL:
| Name | Residence or Business Address | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted | Citizenship |
| Christopher W. Zacca, CD | Sagicor Group Jamaica Limited, 28–48 Barbados Avenue, Kingston 5, Jamaica W.I.
| President and Chief Executive Officer of Sagicor Group Jamaica Limited, a company formed under the laws of Jamaica.
President & Chief Executive Officer, Sagicor Life Jamaica Limited, a company formed under the laws of Jamaica.
| Sagicor Group Jamaica Limited, 28–48 Barbados Avenue, Kingston 5, Jamaica W.I.
Sagicor Group Jamaica Limited is a majority owned subsidiary of New Sagicor and a full service financial institution offering banking, investments, life & health insurance, pensions and real estate services.
Sagicor Life Jamaica Limited 28-48 Barbados Avenue, Kingston
Sagicor Life Jamaica Limited is an insurance company. | Jamaican |
| Peter Karl Melhado | Sagicor Group Jamaica Limited 28 – 48 Barbados Avenue, Kingston 5, Saint Andrew, Jamaica | President & CEO ICD Group Limited | ICD Group Limited 7-9 Harbour Street Kingston
ICD Group Limited is an Investment Holding Company which provides financial, construction and real Estate services. | Jamaican |
JMJPL does not have any executive officers.
(d) None of the Covered Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Covered Persons, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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.
(f) The citizenship for each of the Covered Persons is set forth in the table above.