Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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).
13G
|
|
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CUSIP No. 04624B103
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|
Page 2 of 23 Pages
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|
1.
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|
Name of
reporting persons:
Apax Europe V-A, L.P.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 3 of 23 Pages
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1.
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|
Name of
reporting persons:
Apax Europe V-B, L.P.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
England
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 4 of 23 Pages
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1.
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|
Name of
reporting persons:
Apax Europe V-C GmbH & Co. KG
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Germany
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 5 of 23 Pages
|
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|
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|
1.
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|
Name of
reporting persons:
Apax Europe V-D, L.P.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
England
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 6 of 23 Pages
|
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|
|
|
|
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|
1.
|
|
Name of
reporting persons:
Apax Europe V-E, L.P.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
England
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 7 of 23 Pages
|
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|
|
|
|
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|
1.
|
|
Name of
reporting persons:
Apax Europe V-F, C.V.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Netherlands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 8 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Apax Europe V-G, C.V.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Netherlands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 9 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Apax Europe V-1, L.P.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
England
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 10 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Apax Europe V-2, L.P.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
England
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 11 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
AP V GmbH & Co. KG
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Germany
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 12 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Apax Verwaltungsgesellschaft Beta GmbH
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Germany
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 13 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Apax Europe V GP, L.P.
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
PN
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 14 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Apax Europe V GP Co. Limited
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Guernsey
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 15 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Apax Guernsey (Holdco) PCC Limited AEV Cell
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
Guernsey
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
13G
|
|
|
CUSIP No. 04624B103
|
|
Page 16 of 23 Pages
|
|
|
|
|
|
|
|
1.
|
|
Name of
reporting persons:
Apax Partners Europe Managers Ltd
|
2.
|
|
Check the appropriate box if a member
of a group
(a)
¨
(b)
x
|
3.
|
|
SEC use only
|
4.
|
|
Citizenship or place of
organization:
England
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5.
|
|
Sole voting power:
0
|
|
6.
|
|
Shared voting power:
0
|
|
7.
|
|
Sole dispositive power:
0
|
|
8.
|
|
Shared dispositive power:
0
|
9.
|
|
Aggregate amount beneficially owned by each reporting person:
0
|
10.
|
|
Check Box if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
|
11.
|
|
Percent of class represented by amount
in Row (9):
0.0%
|
12.
|
|
Type of reporting person (see
instructions):
OO
|
This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on
April 17, 2012.
|
|
|
|
|
Item 1.
|
|
(a).
|
|
Name of Issuer
Astex Pharmaceuticals, Inc. (the Company)
|
|
|
(b).
|
|
Address of Issuers Principal Executive Offices:
4140 Dublin Boulevard., Suite 200, Dublin, California
94568
|
Item 2(a).
|
Name of Person Filing
|
Item 2(b).
|
Address of Principal Business Office
|
(i) Apax Europe V-A, L.P.
Third Floor, Royal Bank Place
1
Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: Delaware
(ii) Apax Europe V-B, L.P.
Third
Floor, Royal Bank Place
1 Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: England
(iii) Apax Europe V-C GmbH & Co. KG
Third Floor, Royal Bank Place
1
Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: Germany
(iv) Apax Europe V-D, L.P.
Third
Floor, Royal Bank Place
1 Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: England
(v) Apax Europe V-E, L.P.
Third
Floor, Royal Bank Place
1 Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: England
(vi) Apax Europe V-F, C.V.
Third
Floor, Royal Bank Place
1 Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: Netherlands
Page 17
(vii) Apax Europe V-G, C.V.
Third Floor, Royal Bank Place
1
Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: Netherlands
(viii) Apax Europe V-1, L.P.
Third Floor, Royal Bank Place
1
Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: England
(ix) Apax Europe V-2, L.P.
Third
Floor, Royal Bank Place
1 Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: England
(x) AP V GmbH & Co. KG
Nussbaumstrasse 8
80336 Munich,
Germany
Place of Organization: Germany
(xi) Apax Verwaltungsgesellschaft Beta GmbH
Pienzenauerstr. 27
81679 Munich,
Germany
Place of Organization: Germany
(xii) Apax Europe V GP, L.P.
Third Floor, Royal Bank Place
1
Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: Delaware
(xiii) Apax Europe V GP Co. Limited
Third Floor, Royal Bank Place
1
Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: Guernsey
(xiv) Apax Guernsey (Holdco) PCC Limited AEV Cell
Third Floor, Royal Bank Place
1
Glategny Esplanade
St. Peter Port, Guernsey GY1 2HJ
Place of Organization: Guernsey
Page 18
(xv) Apax Partners Europe Managers Ltd
33 Jermyn Street
London SW1Y 6DN
Place of Organization: England
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.001 (the Common
Stock)
04624B103
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not Applicable.
(a) Amount beneficially owned:
See Item 9 of each cover page
(b) Percent of class:
See Item 11 of each cover page
(c) Number of Shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of each cover page
(ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page
Page 19
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
x
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not Applicable.
Item 8.
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Identification and Classification of Members of the Group.
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Not
applicable.
Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
Each of the Reporting Persons hereby makes the following
certification:
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Page 20
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.
Dated: February 14, 2014
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Apax Europe V GP L.P.
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By:
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Apax Europe V GP Co. Limited
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Its General Partner
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By:
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/s/ A.W. Guille
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Name: A.W. Guille
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Title: Director
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By:
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/s/ Gordon Purvis
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Name: Gordon Purvis
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Title: Director
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Apax Europe V GP Co. Limited
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By:
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/s/ A.W. Guille
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Name: A.W. Guille
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Title: Director
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By:
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/s/ Gordon Purvis
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Name: Gordon Purvis
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Title: Director
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Page 21
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Apax Europe V
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Apax Europe V-A, L.P.
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Apax Europe V-B, L.P.
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Apax Europe V-C, GmbH & Co. KG
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Apax Europe V-D, L.P.
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Apax Europe V-E, L.P
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Apax Europe V-F, C.V.
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Apax Europe V-G, C.V.
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Apax Europe V-1, L.P.
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Apax Europe V-2, L.P.
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By:
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Apax V GP L.P. Inc.
Its General
Partner
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By:
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By: Apax V GP Co. Limited
Its General
Partner
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By:
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/s/ A.W. Guille
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Name: A.W. Guille
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Title: Director
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By:
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/s/ Gordon Purvis
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Name: Gordon Purvis
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Title: Director
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Apax Partners Europe Managers Ltd.
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By:
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/s/ Martin Halusa
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Name: Martin Halusa
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Title: Director
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By:
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/s/ Andrew Sillitoe
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Name: Andrew Sillitoe
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Title: POA
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Apax Guernsey (Holdco) PCC Limited AEV Cell
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By:
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/s/ A.W. Guille
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Name: A.W. Guille
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Title: Director
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Page 22
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AP V GmbH & Co. KG
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For and on behalf of Apax Verwaltungsgesellschaft Beta GmbH as General Partner
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By:
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/s/ Joseph W. Braun
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Name: Joseph W. Braun
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Title: Managing Director
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Apax Verwaltungsgesellschaft Beta GmbH
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By:
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/s/ Joseph W. Braun
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Name: Joseph W. Braun
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Title: Managing Director
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Page 23