Berggruen/Willbros Group Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, par value $.05
(Title of Class of Securities)
(CUSIP Number)
Joshua S. Horowitz
1114 Avenue of the Americas, Forty First
Floor, New York, New York 10036
(212) 380-2230
(Name, Address and Telephone Number
of Person Authorized to
Receive Notices and Communications)
(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.
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Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* 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).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
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NAMES OF REPORTING PERSONS:
Berggruen Holdings North America Ltd. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY):
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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British Virgin Islands
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SOLE VOTING POWER: |
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| NUMBER OF |
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0 |
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| SHARES |
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SHARED VOTING POWER: |
| BENEFICIALLY |
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| OWNED BY |
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1,178,500 |
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| EACH |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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| PERSON |
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0 |
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| WITH |
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SHARED DISPOSITIVE POWER: |
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1,178,500 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: |
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1,178,500 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11): |
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5.47% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
Page 2 of 12 Pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par
value $.05 per share (the “Shares”), of Willbros Group, Inc, a Republic of Panama corporation (the
“Issuer”). The Issuer’s principal executive offices are located at Dresdner Bank Building, 50th
Street 8th Floor PO Box 850048, Panama, Republic of Panama.
Item 2. Identity and Background.
This Statement is being filed by Berggruen Holdings North America Ltd. (the “Reporting
Person”).
1. Berggruen Holdings North America Ltd.
(a) Berggruen Holdings North America Ltd. is a British Virgin Island corporation and a wholly owned
subsidiary of Berggruen Holdings Ltd., a British Virgin Islands corporation. All of the shares of
Berggruen Holdings Ltd. are owned by Tarragona Trust, a British Virgin Island trust. The trustee
of Tarragona Trust is Maitland Trustees Limited, a British Virgin Island corporation.
Set forth on Schedule A to this Statement, and incorporated herein by reference, is the (a)
name, (b) present principal occupation or employment, (c) business address of principle employment,
(d) citizenship, of each executive officer and director of Berggruen Holdings North America Ltd.,
Berggruen Holdings Ltd., and Maitland Trustees Limited, and (e) the name of any corporation or
other organization in which such occupation or employment is conducted.
(b) The address of the principal office of Berggruen Holdings North America Ltd. is 1114 Avenue of
the Americas, Forty First Floor, New York, New York 10036.
(c) The principal business activity of Berggruen Holdings North America Ltd. is that of a private
investment company engaging in the purchase and sale of securities for its own account.
(d) During the past five years, Berggruen Holdings North America Ltd. has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Berggruen Holdings North America Ltd. has not 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.
Except as set forth on Schedule B hereto, during the last five years, to the best of the
Reporting Person’s knowledge, none of the Reporting Person’s directors or executive officers, (a)
has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) 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.
Page 3 of 12 Pages
Item 3. Source and Amount of Funds or Other Considerations.
The source and amount of funds used by Berggruen Holdings North America Ltd. in making its
purchases of the shares of Common Stock beneficially owned by the Reporting Person are set forth
below:
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Source of Funds:
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Amount of Funds
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Investment Capital
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21,536,823.51 |
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Item 4. Purpose of Transaction.
The Shares acquired by the Reporting Person have been acquired for the purpose of making an
investment in the Issuer and not with the present intention of acquiring control of the Issuer’s
business.
The Reporting Person intends to review its investment on a regular basis and, as a result
thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to
acquire additional securities of the Issuer, through open market purchases, privately negotiated
transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned
by it in the open market, in privately negotiated transactions or otherwise, or (c) to take any
other available course of action, which could involve one or more of the types of transactions or
have one or more of the results described in the next paragraph of this Item 4. Any such
acquisition or disposition or other transaction would be made in compliance with all applicable
laws and regulations. Notwithstanding anything contained herein, the Reporting Person specifically
reserves the right to change its intention with respect to any or all of such matters. In reaching
any decision as to its course of action (as well as to the specific elements thereof), the
Reporting Person currently expects that it would take into consideration a variety of factors,
including, but not limited to, the following: the Issuer’s business and prospects; other
developments concerning the Issuer and its businesses generally; other business opportunities
available to the Reporting Person; changes in law and government regulations; general economic
conditions; and money and stock market conditions, including the market price of the securities of
the Issuer.
Other than as set forth in this Statement, the Reporting Person has no present plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the
board;
Page 4 of 12 Pages
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate structure;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The responses of the Reporting Person to Rows (11) through (13) of the cover pages of this
Statement are incorporated herein by reference. The Reporting Person is the beneficial owner of
1,178,500 Shares representing 5.47% of the outstanding shares of the Issuer’s Shares. The
calculation of the foregoing percentage is based on the number of Shares disclosed as outstanding
as of September 1, 2005 by the Issuer in its quarterly report on Form 10-Q for the quarterly period
ended June 30, 2005, and filed with the Securities and Exchange Commission on November 22, 2005.
Except as disclosed in this Item 5(a), neither the Reporting Person nor, to the best of its
knowledge, any of the persons listed on Schedules A and B to this Statement beneficially owns any
Shares or has the right to acquire any Shares.
(b) Berggruen Holdings North America Ltd. has the power to vote or to direct the vote or dispose or
direct the disposition of 1,178,500 Shares. The responses of the Reporting Person to (i) Rows (7)
through (10) of the cover pages of this Statement on Schedule 13D and (ii) Item 5(a) hereof are
incorporated herein by reference.
(c) Transactions During the Past 60 Days:
a. On January 6, 2006, the Reporting Person purchased 100,000 Shares at a price of
$14.79.
b. On January 9, 2006, the Reporting Person purchased 100,000 Shares at a price of
$14.93.
c. On January 17, 2006, the Reporting Person purchased 10,000 Shares at a price of $16.64.
d. On January 20, 2006, the Reporting Person purchased 1,000 Shares at a price of $17.68.
Page 5 of 12 Pages
e. On January 23, 2006, the Reporting Person purchased 23,500 Shares at a price of $17.99.
f. On January 25, 2006, the Reporting Person purchased 10,000 Shares at a price of $18.35.
g. On January 31, 2006, the Reporting Person purchased 4,000 Shares at a price of $20.21.
h. On February 2, 2006, the Reporting Person purchased 40,000 Shares at a price of $20.01.
i. On February 3, 2006, the Reporting Person purchased 20,000 Shares at a price of $19.82.
j. On February 6, 2006, the Reporting Person purchased 14,100 Shares at a price of $19.95.
k. On February 7, 2006, the Reporting Person purchased 40,000 Shares at a price of $20.48.
l. On February 8, 2006, the Reporting Person purchased 50,000 Shares at a price of $20.13.
m. On February 9, 2006, the Reporting Person purchased 40,000 Shares at a price of $20.13.
n. On February 10, 2006, the Reporting Person purchased 50,000 Shares at a price of $19.57.
o. On February 13, 2006, the Reporting Person purchased 15,000 Shares at a price of $19.22.
p. On February 14, 2006, the Reporting Person purchased 20,000 Shares at a price of $18.73.
q. On February 21, 2006, the Reporting Person purchased 160,000 Shares at a price of $18.17.
r. On February 22, 2006, the Reporting Person purchased 89,200 Shares at a price of $18.33.
s. On February 23, 2006, the Reporting Person purchased 62,600 Shares at a price of $18.39.
t. On February 24, 2006, the Reporting Person purchased 38,400 Shares at a price of $18.99.
Page 6 of 12 Pages
u. On February 27, 2006, the Reporting Person purchased 30,900 Shares at a price of $18.98.
v. On February 28, 2006, the Reporting Person purchased 78,500 Shares at a price of $18.86.
w. On March 1, 2006, the Reporting Person purchased 29,700 Shares at a price of $18.84.
x. On March 2, 2006, the Reporting Person purchased 45,400 Shares at a price of $19.20.
y. On March 6, 2006, the Reporting Person purchased 100,000 Shares at a price of $19.00.
z. On March 7, 2006, the Reporting Person purchased 6,200 Shares at a price of $18.59.
Except as disclosed in this Statement, neither the Reporting Person nor, to the best of its
knowledge, any of the persons listed on Schedules A and B to this Statement has effected any
transaction in the Shares during the past 60 days or since the most recent filing on Schedule 13D
(§ 240.13d-191), whichever is less.
(d) To the best knowledge of the Reporting Person, no other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by the Reporting Person.
(e) Not applicable.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer. |
The response to Item 3 is incorporated herein by reference.
Except as described above or elsewhere in this Statement or incorporated by reference in this
Statement, there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Person or, to the best of its knowledge, any of the persons named
in Schedules A and B to this Statement and any other person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Not applicable.
Page 7 of 12 Pages
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:
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| March 8, 2006 |
Berggruen Holdings North America Ltd.
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/s/ Jared Bluestein
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Signature |
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/s/
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Jared Bluestein/Director |
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Page 8 of 12 Pages
SCHEDULE A
ADDITIONAL INFORMATION CONCERNING THE REPORTING PERSON
Directors of Berggruen Holdings North America Ltd. and Berggruen Holdings Ltd.:
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Principal |
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Name/Principal |
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Occupation/ |
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Business/Address of |
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| Name |
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Employment |
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Principal Employment |
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Citizenship |
Nicolas Berggruen
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President of
Berggruen Holdings,
Inc.
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Berggruen Holdings, Inc.
1114 Avenue of the Americas
Forty First Floor
New York, NY 10036
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United States |
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Jared Bluestein
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Chief Operating
Officer of
Berggruen Holdings,
Inc.
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Berggruen Holdings, Inc.
1114 Avenue of the Americas
Forty First Floor
New York, NY 10036
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United States |
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Graham Cook
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Managing Director
of TMF Limited and
of Bison Financial
Services Limited
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Bison Financial Services Ltd
Mill Mall, PO Box 964
Road Town, Tortola
British Virgin Islands
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United Kingdom |
Senior Level Employees of Maitland Trustees Limited:
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Principal |
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Name/Principal |
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Occupation/ |
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Business/Address of |
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| Name |
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Employment |
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Principal Employment |
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Citizenship |
S Georgala
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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Luxembourg |
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RC Kerr
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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Ireland |
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AF Knight
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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United Kingdom |
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JB Mills
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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Ireland |
Page 9 of 12 Pages
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Principal |
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Name/Principal |
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Occupation/ |
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Business/Address of |
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| Name |
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Employment |
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Principal Employment |
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Citizenship |
HRW Troskie
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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The Netherlands |
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PJ Wentzel
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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South Africa |
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RJ Whillis
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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Canada |
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RL Worsdale
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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South Africa |
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EW Wilkinson
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Senior Level
Employee of
Maitland Trustees
Limited
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles
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United Kingdom |
Associated Corporations/Organizations:
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Address of Principle |
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Place of |
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Business/Principle |
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Incorporation |
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Principal Business |
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Executive Office |
Berggruen Holdings,
Ltd.
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British Virgin
Islands
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Investment Company
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1114 Avenue of the Americas
Forty First Floor
New York, New York 10036 |
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Tarragona Trust
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British Virgin
Islands
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Trust
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles |
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Maitland Trustees
Limited
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British Virgin
Islands
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Corporate Trustee
of Tarragona Trust
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Falcon Cliff, Palace Road
PO Box 75, Douglas
Isle of Man, IM99 1EP,
British Isles |
Page 10 of 12 Pages
SCHEDULE B
LIST OF PERSONS SUBJECT TO ITEMS 2(d) AND 2(e)
Not applicable.
Page 11 of 12 Pages
EXHIBIT INDEX
Not applicable.
Page 12 of 12 Pages