UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
SUNRISE ASSISTED LIVING, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
86768K106
(CUSIP Number)
FRR Investments Limited
c/o Unsworth & Associates
Herengracht 483,
1017 BT, Amsterdam.
Tel. No.: 011-31-20-622-3243
with copies to:
RCW Holdings S.A.R.L. and LMR Global Holdings S.A.R.L.
c/o Unsworth & Associates
Herengracht 483
1017 BT, Amsterdam.
Tel. No.: 011-31-20-622-3243
Mr. J.B. Unsworth
c/o Unsworth & Associates
Herengracht 483
1017 BT, Amsterdam.
Tel. No.: 011-31-20-622-3243
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 24, 2000
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
RCW Holdings S.A.R.L.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,964,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,964,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,964,800
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.96%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
LMR Global Holdings S.A.R.L.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,964,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,964,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,964,800
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.96%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 86768K106
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
FRR Investments Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,964,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,964,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,964,800
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.96%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
This Amendment No. 2 to Schedule 13D amends and restates the
Schedule 13D dated December 30, 1999 and Amendment No. 1 dated January 6,
2000.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $0.01
per share (the "Common Stock") of Sunrise Assisted Living, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
offices is 7902 Westpark Drive, McLean, Virginia 22102.
Item 2. Identity and Background.
(a) The names of the persons filing this Schedule 13D are RCW
Holdings S.A.R.L., a Luxembourg corporation ("RCW Holdings"), LMR Global
Holdings S.A.R.L., a Luxembourg corporation ("LMR Global Holdings"), and
FRR Investments Limited, a Cayman Islands corporation ("FRR Investments"
and, collectively with RCW Holdings and LMR Global Holdings, the "Reporting
Persons"). The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of
Section 13d-3 of the Securities Exchange Act of 1934 (the "Exchange Act").
RCW Holdings is 100% owned by RCW Equities Limited, a Cayman
Islands corporation ("RCW Equities"). RCW Equities is 100% owned by RCW
Overseas Limited, a Cayman Islands corporation ("RCW Overseas"). RCW
Overseas is 100% owned by the LMR Issue Trust, a Guernsey, Channel Islands
trust (the "LMR Issue Trust"). The trustee of the LMR Issue Trust is the
Monument Trust Company Limited, a Guernsey, Channel Islands corporation
(the "Monument Trust Company").
LMR Global Holdings is 100% owned by RF Investments Limited, a
Guernsey, Channel Islands corporation ("RF Investments"). RF Investments is
100% owned by RF Holdings Limited, a Guernsey, Channel Islands corporation
("RF Holdings"). RF Holdings is 100% owned by the PLR Issue Trust, a
Guernsey, Channel Islands trust (the "PLR Issue Trust"). The trustee of the
PLR Issue Trust is St. Anne's Trustees Limited, a Guernsey, Channel Islands
corporation ("St. Anne's Trustees").
FRR Investments is 100% owned by the FRR Trust, a Guernsey,
Channel Islands trust (the "FRR Trust"). The Trustee of the FRR Trust is
the Monument Trust Company.
LMR Protector Limited, a Cayman Islands corporation ("LMR
Protector"), has the power under the trust declarations to remove or
replace the Trustee.
The names of the managers of RCW Holdings are J.B. Unsworth and
Henry Reichmann. The names of the directors and executive officers of RCW
Equities are J.B. Unsworth and Henry Reichmann. The names of the directors
and executive officers of RCW Overseas are J.B. Unsworth and Henry
Reichmann. The names of the directors and executive officers of the
Monument Trust Company are Simon Brooks, Stephen John Harlow, Simon Richard
Henning, Geoffrey Robert Le Page, Andrew John Tabemer, Ansel Edwin Holder
and Kenneth Rayner.
The name of the manager of LMR Global Holdings is J.B. Unsworth.
The name of the directors and executive officers of RF Investments are J.B.
Unsworth and Henry Reichmann. The names of the directors and executive
officers of RF Holdings are J.B. Unsworth and Henry Reichmann. The names of
the directors and executive officers of the St. Anne's Trustees are
Alexander Elder, Gary Taylor and Alan Michael Chick.
The names of the directors and executive officers of FRR
Investments are J.B. Unsworth and Henry Reichmann. The names of the
directors and executive officers of The Monument Trust Company are as noted
above in this Item 2(a).
The names of the directors and executive officers of LMR
Protector are J.B. Unsworth and Joseph Reichmann.
(b) The business address of each of (i) RCW Holdings, (ii) each
of the managers of RCW Holdings, (iii) RCW Equities, (iv) each of the
directors of RCW Equities, (v) RCW Overseas, (vi) each of the directors of
RCW Overseas is: c/o Unsworth & Associates, Herengracht 483, 1017 BT,
Amsterdam. The business address of the LMR Issue Trust is Manor Place, St.
Peter Port, Guernsey, Channel Islands. The business address of the Monument
Trust Company is The Monument Trust Company Limited, P.O. Box 236, Canada
Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The business
address of each of the directors and executive officers of the Monument
Trust Company is as follows:
Simon Brooks 14 New Street, St. Peter Port, Guernsey
Stephen John Harlow 14 New Street, St. Peter Port, Guernsey
Simon Richard Henning 14 New Street, St. Peter Port, Guernsey
Geoffrey Robert Le Page 14 New Street, St. Peter Port, Guernsey
Andrew John Tabemer 14 New Street, St. Peter Port, Guernsey
Ansel Edwin Holder Canada Court, Upland Road, St. Peter Port,
Guernsey
Kenneth Rayner Canada Court, Upland Road, St. Peter Port,
Guernsey
The business address of each of (i) LMR Global Holdings, (ii) the
manager of LMR Global Holdings, (iii) RF Investments, (iv) each of the
directors and executive officers of RF Investments, (v) RF Holdings and
(vi) each of the directors and executive officers of RF Holdings is: c/o
J.B. Unsworth, Herengracht 483, 1017 BT, Amsterdam. The business address of
the PLR Issue Trust is Richmond House, St. Anne's Place, St. Peter Port,
Guernsey. The business address of St. Anne's Trustees is St. Anne's
Trustees Limited, Richmond House, St. Anne's Place, St. Peter Port,
Guernsey. The business address of each of the directors and executive
officers of St. Anne's Trustees is Richmond House, St. Anne's Place, St.
Peter Port, Guernsey.
The business address of (i) FRR Investments, and (ii) each of the
directors of FRR Investments is: c/o Unsworth & Associates, Herengracht
483, 1017 BT, Amsterdam. The business address of the FRR Trust is Manor
Place, St. Peter Port, Guernsey, Channel Islands. The business address of
the Monument Trust Company is The Monument Trust Company Limited, P.O. Box
236, Canada Court, St. Peter Port, Guernsey, Channel Islands, GY1 4LE. The
business address of each of the directors and executive officers of the
Monument Trust Company is as noted above in this Item 2(b).
The business address of LMR Protector is Walker House, P.O. Box
265, Mary Street, George Town, Grand Cayman. The business address of each
of the directors and executive officers of LMR Protector is c/o J.B.
Unsworth, Herengracht 483, 1017 BT, Amsterdam.
(c) Each of RCW Holdings, RCW Equities and RCW Overseas is a
corporation whose principal business is to hold, finance and participate in
investments. The LMR Issue Trust is a trust whose principal business is to
hold assets on behalf of the beneficiaries of the trust. The Monument Trust
Company is a corporation whose principal business is to provide
professional trustee and corporate management services.
Each of LMR Global Holdings, RF Investments and RF Holdings is a
corporation whose principal business is to hold, finance and participate in
investments. The PLR Issue Trust is a trust whose principal business is to
hold assets on behalf of the beneficiaries of the trust. St. Anne's
Trustees is a corporation whose principal business is to provide
professional trustee and corporate management services.
FRR Investments is a corporation whose principal business is to
hold, finance and participate in investments. The FRR Trust is a trust
whose principal business is to hold assets on behalf of the beneficiaries
of the trust. The Monument Trust Company is a corporation whose principal
business is to provide professional trustee and corporate management
services.
The present principal occupation of each of the managers of RCW
Holdings is a corporate executive. The present principal occupation of each
of the directors of RCW Equities is a corporate executive. The present
principal occupation of each of the directors of RCW Overseas is a
corporate executive. The principal occupation of each of the directors and
executive officers of the Monument Trust Company is as follows:
Simon Brooks Chartered Accountant
Stephen John Harlow Chartered Accountant
Simon Richard Henning Chartered Accountant
Geoffrey Robert Le Page Accountant
Andrew John Tabemer Chartered Accountant
Ansel Edwin Holder Managing Director - Banking
Kenneth Rayner Head of Trust for British Isles
The present principal occupation of the manager of LMR Global
Holdings is a corporate executive. The present principal occupation of each
of the directors and executive officers of RF Investments is a corporate
executive. The present principal occupation of each of the directors and
executive officers of RF Holdings is a corporate executive. The present
principal occupation of each of the directors and executive officers of St.
Anne's Trustees is a corporate director.
The present principal occupation of each of the directors of FRR
Investments is a corporate executive. The present principal occupation of
each of the directors and executive officers of the Monument Trust Company
is noted above in this Item 2(c).
(d) During the past five years, none of the persons referred to in
paragraph (a) above has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the persons referred to in
paragraph (a) above 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) RCW Holdings is organized under the laws of Luxembourg. Each of
the managers of RCW Holdings is a Canadian citizen. RCW Equities is
organized under the laws of the Cayman Islands. Each of the directors and
executive officers of RCW Equities is a Canadian citizen. RCW Overseas is
organized under the laws of the Cayman Islands. Each of the directors and
executive officers of RCW Overseas is a Canadian citizen. The LMR Issue
Trust is organized under the laws of Guernsey, Channel Islands. The
Monument Trust Company is organized under the laws of Guernsey, Channel
Islands. Each of the directors and executive officers of the Monument Trust
Company is a British citizen.
LMR Global Holdings is organized under the laws of Luxembourg.
The manager of LMR Global Holdings is a Canadian citizen. RF Investments is
organized under the laws of Guernsey, Channel Islands. Each of the
directors and executive officers of RF Investments is a Canadian citizen.
RF Holdings is organized under the laws of Guernsey, Channel Islands. Each
of the directors and executive officers of RF Holdings is a Canadian
citizen. The PLR Issue Trust is organized under the laws of Guernsey,
Channel Islands. St. Anne's Trustees is organized under the laws of
Guernsey, Channel Islands. Each of the directors and executive officers of
St. Anne's Trustees is a British citizen.
FRR Investments is organized under the laws of Cayman Islands.
Each of the directors of FRR Investments is a Canadian citizen. The FRR
Trust is organized under the laws of Guernsey, Channel Islands. The
Monument Trust Company is organized under the laws of Guernsey, Channel
Islands. Each of the directors and executive officers of the Monument Trust
Company is a British citizen.
The LMR Protector Trust is organized under the laws of the Cayman
Islands. J.B. Unsworth is a Canadian citizen. Joseph Reichmann is an
Israeli citizen.
Item 3. Source and Amount of Funds or Other Consideration.
RCW Holdings acquired the 70,000 shares of Common Stock for
$857,362 in the aggregate. RCW Holdings obtained these funds from its
working capital. RCW Holdings acquired shares prior to the filing of the
original Schedule 13D dated December 30, 1999. RCW Holdings subsequently
disposed of shares as shown in Item 5(c).
LMR Global Holdings acquired the 385,000 shares of Common Stock
for $4,258,100 in the aggregate. LMR Global Holdings obtained these funds
from its working capital.
FRR Investments acquired the 874,800 shares of Common Stock for
$10,482,798 in the aggregate. FRR Investments obtained these funds from its
working capital.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Common Stock for
investment purposes. The Reporting Persons will continuously evaluate their
ownership of Common Stock and the Issuer's business and industry. Depending
on market conditions and other factors that the Reporting Persons may deem
material to their investment decision, each of the Reporting Persons may
from time to time acquire additional shares of Common Stock in the open
market or in privately negotiated transactions or may dispose of all or a
portion of the shares of Common Stock that such Reporting Person now owns
or may hereafter acquire. Accordingly, the Reporting Persons should not be
considered passive investors.
Representatives of the Reporting Persons and the Issuer have met
to discuss potential areas of interest. No conclusions were reached.
None of the Reporting Persons currently has any plans or
proposals, though each Reporting Person reserves the right to subsequently
devise or implement 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 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; (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) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease 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 Exchange Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
To the best of the Reporting Persons' knowledge, based on the
information contained in the Issuer's Quarterly Report of Form 10-Q for the
quarterly period ending September 30, 1999, the aggregate number of shares
of outstanding Common Stock is 21,938,424 shares.
(a) RCW Holdings holds 705,000 shares of Common Stock, which
represent 3.21% of the issued and outstanding shares of Common Stock. RCW
Holdings, LMR Global Holdings and FRR Investments may each, pursuant to
Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner
of such shares.
LMR Global Holdings holds 385,000 shares of Common Stock, which
represent 1.75% of the issued and outstanding shares of Common Stock. RCW
Holdings, LMR Global Holdings and FRR Investments may each, pursuant to
Rule 13d-5(v)(1) of the Exchange Act, be deemed to be the beneficial owner
of such shares.
FRR Investments holds 874,800 shares of Common Stock, which
represent 3.99% of the issued and outstanding shares of Common Stock. RCW
Holdings, LMR Global Holdings and FRR Investments may each, pursuant to
Rule 13d-5(b)(1) of the Exchange Act, be deemed to be the beneficial owner
of such shares.
Accordingly, the Reporting Persons as a group have beneficial
ownership of 1,964,800 shares of Common Stock, which represents 8.96% of
the issued and outstanding shares of Common Stock.
(b) RCW Holdings, LMR Global Holdings and FRR Investments as a
group have sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of the shares of Common Stock.
(c) During the 60 days prior to the date of the original Schedule
13D through the date hereof, RCW Holdings acquired the following shares of
Common Stock:
DATE NUMBER OF PURCHASE PRICE PER
SHARES SHARE ($)
December 10, 1999 25,400 $12.2550
December 13, 1999 26,200 $12.2118
December 14, 1999 18,400 $12.2900
These shares were purchased in open market transactions.
During the 60 days prior to the date of the original Schedule 13D
through the date hereof, RCW Holdings sold the following shares of Common
Stock:
DATE NUMBER OF PURCHASE PRICE PER
SHARES SHARE ($)
December 17, 1999 385,000 $11.0600
These shares were sold privately to LMR Global Holdings.
<PAGE>
During the 60 days prior to the date of the original Schedule 13D
through the date hereof, LMR Global Holdings acquired the following shares
of Common Stock:
DATE NUMBER OF PURCHASE PRICE PER
SHARES SHARE ($)
December 17, 1999 385,000 $11.0600
These shares were purchased in a private transaction from RCW Holdings.
During the 60 days prior to the date of the original Schedule 13D
through the date hereof, FRR Investments acquired the following shares of
Common Stock:
DATE NUMBER OF PURCHASE PRICE PER
SHARES SHARE ($)
December 20, 1999 128,700 $11.3523
December 21, 1999 52,100 $11.4468
December 22, 1999 200,000 $11.6793
December 23, 1999 225,800 $11.9713
December 27, 1999 154,900 $11.8439
December 28, 1999 3,900 $11.8585
December 29, 1999 7,300 $11.9110
January 13, 2000 12,200 $13.2500
January 14, 2000 7,400 $13.7290
January 18, 2000 45,800 $13.8354
January 19, 2000 19,300 $14.2056
January 20, 2000 17,400 $14.2245
These shares were purchased in open market transactions.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
RCW Holdings, LMR Global Holdings and FRR Investments may be
deemed to be a group pursuant to Section 13d-3 and Rule 13d-5(b)(1) of the
Exchange Act. However, the Reporting Persons and the other persons named in
Item 2(a) have not entered into any contracts, arrangements, understandings
or relationships (legal or otherwise) among themselves or between
themselves and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. No securities are pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power
or investment power over such securities.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement of the Reporting Persons, dated
as of December 30, 1999
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth on this statement is true,
complete and correct.
Dated: As of January 26, 2000
RCW Holdings, S.A.R.L.
By:/s/ J.B. Unsworth
--------------------------
Name: J.B. Unsworth
Title: Manager
LMR Global Holdings S.A.R.L.
By:/s/ J.B. Unsworth
--------------------------
Name: J.B. Unsworth
Title: Manager
FRR Investments Limited
By:/s/ J.B. Unsworth
--------------------------
Name: J.B. Unsworth
Title: Director
EXHIBIT 1
- ---------
JOINT FILING STATEMENT
----------------------
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13D shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him, her or it
contained herein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or persons,
except to the extent that he, she or it knows or has reason to believe that
such information is accurate.
Dated: December 30, 1999
RCW Holdings, S.A.R.L.
By:/s/ J.B. Unsworth
--------------------------
Name: J.B. Unsworth
Title: Manager
LMR Global Holdings S.A.R.L.
By:/s/ J.B. Unsworth
--------------------------
Name: J.B. Unsworth
Title: Manager
FRR Investments Limited
By:/s/ J.B. Unsworth
--------------------------
Name: J.B. Unsworth
Title: Director
