Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
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)
June 15, 2020
(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
21,500,000
| |
| 9. |
Sole dispositive power
0
| |
| 10. |
Shared dispositive power
21,500,000
| |
| 11. |
Aggregate amount beneficially owned by each reporting person
21,500,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. |
Percent of class represented by amount in Row (11)
16.0%
| |
| 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
1,500,000
| |
| 9. |
Sole dispositive power
0
| |
| 10. |
Shared dispositive power
1,500,000
| |
| 11. |
Aggregate amount beneficially owned by each reporting person
21,500,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. |
Percent of class represented by amount in Row (11)
16.0%
| |
| 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
20,000,000
| |
| 9. |
Sole dispositive power
0
| |
| 10. |
Shared dispositive power
20,000,000
| |
| 11. |
Aggregate amount beneficially owned by each reporting person
20,000,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. |
Percent of class represented by amount in Row (11)
14.9%
| |
| 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
20,000,000
| |
| 9. |
Sole dispositive power
0
| |
| 10. |
Shared dispositive power
20,000,000
| |
| 11. |
Aggregate amount beneficially owned by each repor ting person
20,000,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. |
Percent of class represented by amount in Row (11)
14.9%
| |
| 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
0
|
| 8. |
Shared voting power
20,000,000
| |
| 9. |
Sole dispositive power
0
| |
| 10. |
Shared dispositive power
20,000,000
| |
| 11. |
Aggregate amount beneficially owned by each reporting person
20,000,000
| |
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨ | |
| 13. |
Percent of class represented by amount in Row (11)
14.9%
| |
| 14. |
Type of reporting person (see instructions)
OO
| |
CUSIP No. N70544106
EXPLANATORY NOTE:
This Amendment No. 2 to Schedule 13D (this “Second 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 (the “First Amendment”; the Original Schedule 13D as amended and modified by the First Amendment, the “Prior Statement”) filed with the Securities and Exchange Commission on December 18, 2019. This Second 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 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 direc tors collectively, the “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
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 134,485,477 ordinary shares outstanding as of June 15, 2020, as reported in that Securities Purchase Agreement, dated as of June 12, 2020, by and between the Issuer and the buyers set forth on Schedule I thereto, as such agreement is appended to the Issuer’s Form 8-K filed with the SEC on June 12, 2020. 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.
Old Sagicor effected the following transactions in the Ordinary Shares in open market transactions on June 15, 2020 and such transactions are the only transactions in the Ordinary Shares by the Reporting Persons or the Covered Persons in the sixty (60) days preceding the date of this Second Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less.
| Number of Shares | Weighted Average Price Per Share (USD) | Range of Prices (USD) | ||
| 1,500,000 | $3.9676 | $3.76 to $4.00 |
Item 7. Material to be Filed as Exhibits.
Exhibit 1 is amended and restated as set forth in Exhibit 1 hereto.
| Exhibit No. | Description | |
| 1* | ||
_______________
* 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: June 18, 2020
| 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/ Kevin Donaldson | |
| Kevin Donaldson, Director | ||
| Sagicor Life Jamaica Limited | ||
| By: | /s/ R. Danny Williams | |
| R. Danny Williams, Director | ||
| Jamziv Mobay Jamaica Portfolio Limited | ||
| By: | /s/ Christopher W. Zacca | |
| Christopher W. Zacca, Director | ||
Amendments to Schedule I, Information with respect to Persons Covered Under Instruction C to Schedule 13D
Schedule I appended to Schedule 13D is hereby amended as follows:
[The content of the section titled “Executive Officers of New Sagicor” of Schedule I to the Schedule 13D is hereby restated and replaced in its entirety with the following:]
Executive Officers of New Sagicor:
For information regarding New Sagicor’s executive officer Dr. Dodridge D. Miller, see “Directors of New Sagicor” above. Unless otherwise noted in the table below, the business address for all of New Sagicor’s executive officers is Sagicor Financial Company Ltd., Cecil F De Caires Building, Wildey, St. Michael, Barbados, BB15096. New Sagicor’s principal business is to serve as the holding company for the Sagicor Group.
| Name | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted |
Citizenship |
| Ravi C. Rambarran | Group Chief Operating Officer of New Sagicor; President and Chief Executive Officer of Sagicor Life Inc |
See information for New Sagicor immediately above this table. |
Trinidad & Tobago |
| Anthony O. Chandler | Group Chief Financial Controller of New Sagicor | See information for New Sagicor immediately above this table. | Barbados |
| Althea C. Hazzard | Executive Vice President, General Counsel and Corporate Secretary of New Sagicor, 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 |
| Name | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted |
Citizenship |
| Nari T. Persad | Group Chief Actuary of New Sagicor |
Sagicor Life Insurance Company 4010 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607, USA
Sagicor Life Insurance Company is a life insurance company, which provides life insurance and annuity products. |
Canada |
| Donald S. Austin | 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 |
| N ame | Present Principal Occupation | Name, Principal Business and Address of Organization Where Employment Conducted |
Citizenship |
| Keston D. Howell | President and CEO of Sagicor General Insurance Inc., a subsidiary of New Sagicor |
Sagicor General Insurance Inc. Haggatt Hall St Michael BB11059 Barbados |
Trinidad & Tobago |
| Robert J. L. Trestrail | Executive Vice President and General Manager, Trinidad & Tobago for Sagicor Life Inc., a subsidiary of New Sagicor |
Sagicor Life Inc. Sagicor Financial Centre 16 Queen’s Park West Port of Spain Trinidad |
Trinidad & Tobago |
| Christopher W. Zacca, CD | President and Chief Executive Officer 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 |
[The below sections (“Directors of Old Sagicor” and “Executive Officers of Old Sagicor”) are hereby added to the existing Schedule I of the Schedule 13D]
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. |
Senior Partner of McNamara & Company, Attorneys-at-Law of St. Lucia |
McNamara & Company
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 |
Vice Chancellor of the University of the West Indies |
Office of the Vice Chancellor
The University of the West Indies is a public university system in the Caribbean. |
Barbados |
| Peter E. Clarke |
Sagicor Financial Company Ltd.
|
Retired | N/A | Trinidad and Tobago |
| Monish K. Dutt |
4201 Blagden Avenue NW |
Fellow of the Institute of Chartered Accountants and a consultant on emerging markets |
4201 Blagden Avenue NW |
India |
| Name | Residence or Business Address |
Present Principal Occupation |
Name, Principal Business and Address of Organization Where Employment Conducted |
Citizenship |
| Dr. Dodridge D. Miller |
Sagicor Financial Company Ltd.
|
Group President and Chief Execu tive Officer of New Sagicor |
Sagicor Financial Company Ltd.
New Sagicor’s principal business is the Sagicor Business.
|
Barbados |
| John F. Shettle, Jr. |
20 Horseneck Lane |
Operating Partner of Stone Point Capital LLC, a Delaware limited liability company |
Stone Point Capital LLC
Stone Point Capital is a private equity firm in the global financial services industry. |
United States of America |
| Rik Parkhill |
Parkhill Advisory Inc. |
Managing Partner at Parkhill Advisory Inc. |
Parkhill Advisory Inc.
Parkhill Advisory Inc. provides advisory services to corporations and institutional investors, with a focus on strategy, capital markets and banking. |
Canada |
| Mahmood Khimji |
Highgate Hotels L.P. 546 East John Carpenter Fwy., Suite 1400, Irving, TX 75062
|
Co-Founder and Principal of Highgate Hotels L.P. |
Highgate Hotels L.P.
Highgate Hotels L.P. is an investor and manager of hospitality assets. |
Canada and United States of America |
| Timothy Hodgson |
Sagicor Financial Company Ltd. |
Chairman of Sagicor Financial Company Ltd. |
Sagicor Financial Company Ltd. Cecil F De Caires Building,
New Sagicor’s principal business is the Sagicor Business. |
Canada, United Kingdom, United States of America |
| Name | Residence or Business Address |
Present Principal Occupation |
Name, Principal Business and Address of Organization Where Employment Conducted |
Citizenship |
| Reza Satchu |
Alignvest Management Corporation
|
Managing Partner at Alignvest Management Corporation |
Alignvest Management
Alignvest Management Corporation is an alternative investment management firm. |
Canada |
| Aviva Shneider |
CVC Advisors (U.S.) Inc. |
Operating Partner at CVC Private Equity |
CVC Advisors (U.S.) Inc.
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,
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
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 |
| Name | Residence or Business Address |
Present Principal Occupation |
Name, Principal Business and Address of Organization Where Employment Conducted |
Citizenship |
|
Stephen Facey |
Sagicor Life Jamaica Limited
|
Chairman and Chief Executive Officer, PanJam Investment Limited |
PanJam Investment Limited
PanJam Investment Limited is an Investment Holding Company |
Jamaica |
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.