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Filing Details

Accession Number:: 0001104659-21-003868
Form Type:: 13D Filing
Publication Date:: 2021-01-12 19:00:00

Filed By:: Sagicor Financial Co Ltd.
Company:: Playa Hotels & Resorts N.v. (NASDAQ:PLYA)
Filing Date:: 2021-01-13
SEC Url:: 13D Filing

Ownership Summary

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	10,001,000	0	10,001,000	10,001,000	6.0%
Sagicor Financial Corporation Limited	0	10,001,000	0	10,001,000	10,001,000	6.0%
Sagicor Investments Jamaica Limited	0	10,001,000	0	10,001,000	0	6.0%
Sagicor Life Jamaica Limited	0	10,001,000	0	10,001,000	0	6.0%
Jamziv Mobay Jamaica Portfolio Limited	10,001,000	0	10,001,000	0	0	6.0%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 3)

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)

January 11, 2021
(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 10,001,000
	9.	Sole dispositive power 0
	10.	Shared dispositive power 10,001,000
11.	Aggregate amount beneficially owned by each reporting person 10,001,000
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 6.0%
14.	Type of reporting person (see instructions) HC

CUSIP No. N70544106

1.	Names of reporting persons. Sagicor Financial Corporation 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 Bermuda
Number of shares beneficially owned by each reporting person with	7.	Sole voting power 0
	8.	Shared voting power 10,001,000
	9.	Sole dispositive power 0
	10.	Shared dispositive power 10,001,000
11.	Aggregate amount beneficially owned by each reporting person 10,001,000
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 6.0%
14.	Type of reporting person (see instructions) HC

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 10,001,000
	9.	Sole dispositive power 0
	10.	Shared dispositive power 10,001,000
11.	Aggregate amount beneficially owned by each reporting person 0
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 6.0%
14.	Type of reporting person (see instructions) IA

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 10,001,000
	9.	Sole dispositive power 0
	10.	Shared dispositive power 10,001,000
11.	Aggregate amount beneficially owned by each reporting person 0
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 6.0%
14.	Type of reporting person (see instructions) IC

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 10,001,000
	8.	Shared voting power 0
	9.	Sole dispositive power 10,001,000
	10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 0
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 6.0%
14.	Type of reporting person (see instructions) OO

CUSIP No. N70544106

EXPLANATORY NOTE:

This Amendment No. 3 to Schedule 13D (this “Third 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, as such Original Schedule 13D was amended, modified and supplemented, as the case may be, by that Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on December 18, 2019 (the “First Amendment”) and by that Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on June 15, 2020 (the “Second Amendment”; the Original Schedule 13D as amended and modified by the First Amendment and the Second Amendment is referred to herein as the “Prior Statement. This Third Amendment is filed by Sagicor Financial Company Ltd., an exempted company continued under the laws of Bermuda (“New Sagicor”); Sagicor Financial Corporation Limited, an exempted company continued under the laws of Bermuda (“Old 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”; together with New Sagicor, Old Sagicor, SIJ and SLJ, the “Reporting Persons”).

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 Financial Corporation Limited, an exempted company continued under the laws of Bermuda (“Old 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;

CUSIP No. N70544106

in the case of Old Sagicor, Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096; 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 Old Sagicor, SIJ and SLJ for purposes of Schedule 13D.

Old Sagicor is a direct, wholly-owned subsidiary of New Sagicor and is the direct holder of New Sagicor’s interests in Sagicor Group Jamaica Limited.

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.

CUSIP No. N70544106

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, Old Sagicor 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 supplemented as follows:

JMJPL disposed certain of its Ordinary Shares in pursuant to an underwritten public offering consisting of a primary offering by the Issuer of 25,000,000 Ordinary Shares and 10,000,000 Ordinary Shares offered by JMJPL and an additional 3,750,000 Ordinary Shares of the Issuer 1,499,000 Ordinary Shares of JMPL through the underwriters’ exercise of their option to purchase additional shares (collectively, the Offering”). The sale by JMJPL of 10,000,000 Ordinary Shares in the primary offering and 3,750,000 shares as part of the underwriters’ exercise of their option to purchase additional shares is referred to as the “Secondary Offering”. The price to the public in the Offering was $5.00 per share and, after the underwriting discount, JMJPL received $4.80 per share. Deutsche Bank Securities, BofA Securities, Citigroup and Nomura acted as joint book-running managers for the Offering.

In addition, subject to certain procedural requirements, Old Sagicor has verbally agreed to purchase from JMJPL and JMPL has verbally agreed to sell to Old Sagicor, the remaining 8,501,000 Ordinary Shares currently held by JMJPL at a purchase price of $4.80 per share (the “Sale Transaction”). The boards of directors of each of Old Sagicor and JMJPL have approved the Sale Transaction.

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 165,537,783 ordinary shares outstanding upon completion of the Offering, as reported in that Prospectus Supplement (to Prospectuses dated October 20, 2020 and August 3, 2018), dated as of January 6, 2021 as filed with the Securities and Exchange Commission on January 8, 2021. None of the Covered Persons beneficially own any Ordinary Shares.

Other than as set forth in this Schedule 13D, none of the Reporting Persons or the Covered Person have effected any transactions in the Ordinary Shares in the sixty (60) days preceding the filing of 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.

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

Item 6 is supplemented as follows:

In connection with the Offering, JMJPL entered into a Lock-Up Agreement, dated January 6, 2021 (the “JMJPL Lock-Up Agreement”), with Deutsche Bank Securities, as representatives of the underwriters for the Secondary Offering (the “Representative”), pursuant to which JMJPL agreed not to sell or transfer any Ordinary Shares or securities convertible into, exchangeable for, exercisable for, or repayable with Ordinary Shares, until after February 5, 2021 without first obtaining the written consent of the Representative. Specifically, JMJPL agreed, with certain limited exceptions, not to directly or indirectly:

CUSIP No. N70544106

offer, pledge, sell or contract to sell any Ordinary Shares,

sell any option or contract to purchase any Ordinary Shares,

purchase any option or contract to sell any Ordinary Shares,

grant any option, right or warrant for the sale of any Ordinary Shares, lend or otherwise dispose of or transfer any Ordinary Shares,

request or demand that we file a registration statement related to the Ordinary Shares, or

enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any Ordinary Shares whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to Ordinary Shares and to securities convertible into or exchangeable or exercisable for or repayable with Ordinary Shares. It also applies to Ordinary Shares owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

In addition, Old Sagicor expects to enter into a lock-up agreement, substantially in the form of the JMJPL Lock-Up Agreement in connection with the Share Assignment

Item 7. Material to be Filed as Exhibits.

Exhibit 1 of Item 7 is amended and restated as set forth in Exhibit 1 hereto and Item 7 is supplemented by adding Exhibit No. 8 as set forth below.

Exhibit No.	Description
8*	JMJPL Lock-Up Agreement*

*Filed herewith

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: January 13, 2021

	Sagicor Financial COMPANY LTD.


	By:	/s/ Dodridge D. Miller
		Dodridge D. Miller, Group President &
		Chief Executive Officer

	Sagicor Financial CORPORATION LIMITEd


	By:	/s/ Dodridge D. Miller
		Dodridge D. Miller, Group President &
		Chief Executive Officer of Sagicor Financial Company Ltd.

	Sagicor INVESTMENTS Jamaica Limited


	By:	/s/ Christopher W. Zacca
		Christopher W. Zacca, Director

	Sagicor Life Jamaica Limited


	By:	/s/ Christopher W. Zacca
		Christopher W. Zacca, Director

	Jamziv Mobay Jamaica Portfolio Limited


	By:	/s/ Christopher W. Zacca
		Christopher W. Zacca, Director

Amended and Restated Schedule I

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, Wildey, St. Michael, Barbados, BB15096	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 McD. Beckles, K.A.	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, Wildey, St. Michael, Barbados, BB15096	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, 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 the Sagicor Business.	Barbados

Name	Residence or Business Address	Present Principal Occupation	Name, Principal Business and Address of Organization Where Employment Conducted	Citizenship
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, Wildey, St. Michael, Barbados, BB15096	Chairman of Sagicor Financial Company Ltd.	Sagicor Financial Company Ltd. Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096 New Sagicor’s principal business is the Sagicor Business.	Canada, United Kingdom, United States of America
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

Name	Residence or Business Address	Present Principal Occupation	Name, Principal Business and Address of Organization Where Employment Conducted	Citizenship
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
Gilbert Palter	37 Misty Crescent, Toronto, Ontario M3B 1T2, Canada	Founder & CEO – The EGADS Group	The EGADS Group - Private Equity Management - 175 Bloor St East Suite 801 North Tower Toronto ON M4W 3R8, Canada	Canada
Jonathan Finkelstein	240 Duplex Avenue, Toronto Ontario M5P 2B3, CANADA	Vice President, Private Capital	Alignvest Management Corporation – Private Investment company - First Canadian Place, 100 King Street West, 70th Floor, Toronto, Ontario M5X 1C7, Canada	Canada

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
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, and Chief Compliance Officer	See information for New Sagicor immediately above this table.	Barbados
Ronald B. Blitstein	Executive Vice President, 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

Name	Present Principal Occupation	Name, Principal Business and Address of Organization Where Employment Conducted	Citizenship
Donald S. Austin	President and Chief Executive Officer of Sagicor Life (Eastern Caribbean) Inc., 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
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 and Chief Operating Officer 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

Name	Present Principal Occupation	Name, Principal Business and Address of Organization Where Employment Conducted	Citizenship
Christopher W. Zacca, CD	President and Chief Executive Officer of 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 Old 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, Wildey, St. Michael, Barbados, BB15096	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 McD. Beckles, K.A.	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, Wildey, St. Michael, Barbados, BB15096	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, 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 the Sagicor Business.	Barbados

Name	Residence or Business Address	Present Principal Occupation	Name, Principal Business and Address of Organization Where Employment Conducted	Citizenship
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, Wildey, St. Michael, Barbados, BB15096	Chairman of Sagicor Financial Company Ltd.	Sagicor Financial Company Ltd. Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096 New Sagicor’s principal business is the Sagicor Business.	Canada, United Kingdom, United States of America
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

Name	Residence or Business Address	Present Principal Occupation	Name, Principal Business and Address of Organization Where Employment Conducted	Citizenship
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
Gilbert Palter	37 Misty Crescent, Toronto, Ontario M3B 1T2, Canada	Founder & CEO – The EGADS Group	The EGADS Group - Private Equity Management - 175 Bloor St East Suite 801 North Tower Toronto ON M4W 3R8, Canada	Canada
Jonathan Finkelstein	240 Duplex Avenue, Toronto Ontario M5P 2B3, CANADA	Vice President, Private Capital	Alignvest Management Corporation – Private Investment company - First Canadian Place, 100 King Street West, 70th Floor, Toronto, Ontario M5X 1C7, Canada	Canada

Executive Officers of Old Sagicor:

The executive officers of New Sagicor serve in such capacities for both New Sagicor and Old Sagicor, as the principal business of Old Sagicor is to serve as an intermediate holding company for the Sagicor Group. Please refer to the table of Executive Officers of New Sagicor in this Schedule I for the relevant information.

Directors of SIJ:

Name	Residence or Business Address	Present Principal Occupation	Name, Principal Business and Address of Organization Where Employment Conducted	Citizenship
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
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

Name

Residence or Business Address

Present Principal Occupation

Name, Principal Business and Address of Organization Where Employment Conducted

Citizenship

Peter 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

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

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

Tara Nunes

Vice President, Wealth Management and Client Services, Sagicor Investments Jamaica Limited

See information for SIJ immediately above this table.

Jamaica

Sean Newman

Executive Vice President & Chief Investment Officer

Sagicor Group Jamaica Limited

28 – 48 Barbados Avenue

Kingston 5

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

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

Jacqueline Sharp

Sagicor Group Jamaica Limited

28 – 48 Barbados Avenue, Kingston 5,

Saint Andrew, Jamaica

Chief Admin. Officer

Coffee Traders Limited

Director

Units 9 & 10 69 Constant Spring Road, Kingston 10 Jamaica;

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
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
Karl Williams	Senior Vice President – Group Human Resources & Corporate Services	See information for SLJ immediately above this table.	Jamaica
Caren Scott Dixon	Assistant Vice President - Enterprise Risk Management & Group Compliance	See information for SLJ immediately above this table.	Jamaica
Andre Ho Lung	Executive Vice President – Finance & Chief Financial Officer	See information for SLJ immediately above this table.	Jamaica
Alysia Moulton White	Assistant Vice President – Head of Group Marketing	See information for SLJ immediately above this table.	Jamaica
Sean Newman	Executive Vice President & Chief Investment Officer	See information for SLJ immediately above this table.	Jamaica
Catherine Allen	Corporate Actuary	See information for SLJ immediately above this table.	Jamaica
Mark Clarke	Vice President – IT Infrastructure & Technical Services	See information for SLJ immediately above this table.	Jamaica
Andrew Burke	Vice President – Innovation, Assurance & Projects, IT & Data Security	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.