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

 

 

    2  

 

 

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

 

 

    3  

 

 

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

 

 

    4  

 

 

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

 

 

    5  

 

 

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

 

 

    6  

 

 

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;

 

    7  

 

 

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.

 

    8  

 

 

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:

 

    9  

 

 

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

 

    10  

 

 

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  
   

 

    11  

 

 

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

 

    12  

 

  

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

 

    13  

 

 

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

 

    14  

 

 

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

 

    15  

 

 

 

 

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

 

    16  

 

 

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

 

 

    17  

 

 

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

 

    18  

 

 

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

 

    19  

 

 

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

 

    20  

 

 

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.

 

    21  

 

 

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

 

    22  

 

 

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

 

    23  

 

 

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

 

    24  

 

 

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

 

    25  

 

 

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

 

    26  

 

 

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

  

    27  

 

 

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

 

 

    28  

 

 

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

 

    29  

 

 

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.

 

    30  

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