-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I2683ZZw+xMfX1gN8d1ivOrqknlLSdYYXddDl3HewHkMRGVrQ3okg3DBha+0yKLQ GPSyxXKugIsgaTY+KDxkEA== 0001181431-06-061381.txt : 20061102 0001181431-06-061381.hdr.sgml : 20061102 20061102172815 ACCESSION NUMBER: 0001181431-06-061381 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061031 FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACHILLION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001070336 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 1003 WEST SEVENTH ST STREET 2: SUITE 401 CITY: FREDERICK STATE: MD ZIP: 21701 BUSINESS PHONE: 3016968889 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SV (Nominees) LTD as Nominee of Schroder Ventures Investments LTD CENTRAL INDEX KEY: 0001320585 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33095 FILM NUMBER: 061183908 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. CENTRAL INDEX KEY: 0001320570 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33095 FILM NUMBER: 061183910 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroder Ventures International Life Sciences Fund II L.P.2 CENTRAL INDEX KEY: 0001320572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33095 FILM NUMBER: 061183911 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme CENTRAL INDEX KEY: 0001320569 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33095 FILM NUMBER: 061183914 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHRODER VENTURES MANAGERS INC CENTRAL INDEX KEY: 0001002632 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33095 FILM NUMBER: 061183915 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVE 29TH FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II LP1 CENTRAL INDEX KEY: 0001076081 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33095 FILM NUMBER: 061183912 BUSINESS ADDRESS: STREET 1: SCHRODER VENTURE MANAGERS INC STREET 2: 787 SEVENTH AVE 34 FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroder Ventures International Life Sciences Fund II L.P.3 CENTRAL INDEX KEY: 0001320571 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33095 FILM NUMBER: 061183909 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHRODER VENTURE MANAGERS LTD CENTRAL INDEX KEY: 0001161844 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33095 FILM NUMBER: 061183913 BUSINESS ADDRESS: STREET 1: 22 CHURCH STREET CITY: HAMILTON BERUMUDA STATE: D0 ZIP: HM11 BUSINESS PHONE: 4412987107 MAIL ADDRESS: STREET 1: 27 CHURCH STREET CITY: HAMILTON BERUMUDA STATE: D0 ZIP: HM11 4 1 rrd134737.xml SCHRODER FORM 4 IPO CLOSING (10/31/06) X0202 4 2006-10-31 0 0001070336 ACHILLION PHARMACEUTICALS INC ACHN 0001161844 SCHRODER VENTURE MANAGERS LTD SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 0 0 1 0 0001076081 SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II LP1 SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 0 0 1 0 0001320572 Schroder Ventures International Life Sciences Fund II L.P.2 SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON D0 HM-11 BERMUDA 0 0 1 0 0001320570 Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 0 0 1 0 0001320571 Schroder Ventures International Life Sciences Fund II L.P.3 SCHRODER ADMINSITRATIVE SERVICES 22 CHURCH STREET HAMILTON D0 HM-11 BERMUDA 0 0 1 0 0001320585 SV (Nominees) LTD as Nominee of Schroder Ventures Investments LTD SCHRODER ADMINISTRATIVE SERVICES 22 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 0 0 1 0 0001002632 SCHRODER VENTURES MANAGERS INC SCHRODER ADMINSITRATIVE SERVICES 22 CHURCH STREET HAMILTON D0 HM11 BERMUDA 0 0 1 0 0001320569 SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme SCHRODER ADMINISTRATIVE SERVICES LIMITED 22 CHURCH STREET HAMILTON D0 HM-11 BERMUDA 0 0 1 0 Common Stock 2006-10-31 4 C 0 1710231 0 A 1710231 I See Footnote Series B Convertible Preferred Stock 2006-10-31 4 C 0 6071204 0 D Common Stock 758894 0 I See Footonte Series C Convertible Preferred Stock 2006-10-31 4 C 0 3306866 0 D Common Stock 494283 0 I See Footonte Series C-2 Convertible Preferred Stock 2006-10-31 4 C 0 3656461 0 D Common Stock 457054 0 I See Footonte See "Notes to Footnote 1" on Exhibit 99.1 Upon the closing of the issuer's initial public offering, each share of Series B and Series C-2 Convertible Preferred Stock automatically converted into approximately 0.125 shares of common stock and each share of Series C Convertible Preferred Stock automatically converted into approximately 0.149 shares of common stock. The Series B, Series C and Series C-2 Convertible Preferred Stock conversion rates reflect the 1-for-8 reverse stock split, which became effective on October 24, 2006. See "Notes to Footnote 3" on Exhibit 99.1 Not applicable Includes shares of preferred stock issued as a dividend which was paid upon the conversion of the preferred stock. See "Notes to Footnote 6" on Exhibit 99.1 See "Notes to Footnote 7" on Exhibit 99.1 /s/ Schroder Venture Managers Ltd. by Deborah Speight, Director and Scott Burns, Authorized Signatory 2006-11-02 (see signatures on Exhibit 99.2) 2006-11-02 EX-99.1 2 rrd118235_133278.htm NOTES TO FOOTNOTES rrd118235_133278.html 
EXHIBIT 99.1

Notes to Footnote 1

Of these shares, 28,815 are held directly by Schroder Ventures International
Life Sciences Fund II Group Co-Investment Scheme ("Co-Invest"), 1,002,046 are
held directly by Schroder Ventures International Life Sciences Fund II LP1
("ILSF LP1"), 426,766 are held directly by Schroder Ventures International Life
Sciences Fund II LP2 ("ILSF LP2"), 113,729 are held directly by Schroder
Ventures International Life Sciences Fund II LP3 ("ILSF LP3"), 15,456 are held
directly by Schroder Ventures International Life Sciences Fund II Strategic
Partners L.P. ("Strategic Partners") and 123,419 are held directly by Schroder
Ventures Investments Limited ("SVIL" and together with Co-Invest, ILSF LP1, ILSF
LP2, ILSF LP3 and Strategic Partners, the "Funds"). Schroder Venture Managers
Inc. ("SVMI"), in its capacity as general partner of ILSF LP1, ILSF LP2, ILSF
LP3 and Strategic Partners, may be deemed to have beneficial ownership of the
securities held by ILSF LP1, ILSF LP2, ILSF LP3 and Strategic Partners. SVMI may
also be deemed to have beneficial ownership of the securities held by Co-Invest
and SVIL because of certain contractual relationships between each of Co-Invest
and SVIL, and SVMI. Schroder Venture Managers Limited ("SVML"), in its capacity
as fund manager to SVMI, may be deemed to have beneficial ownership of the
securities held by each of the Funds. Each of the Funds may be deemed to
beneficially own the securities held by the other Funds because of certain
contractual relationships among the Funds and their affiliates. SVMI and SVML
disclaim beneficial ownership of securities held by any Fund except to the
extent of any pecuniary interest therein. Each Fund disclaims beneficial
ownership of shares held by any other Fund except to the extent of any pecuniary
interest therein.

Notes to Footnote 3

The following table sets forth the number of shares of Series B Convertible
Preferred Stock held directly by the Funds and the number of shares of common
stock issuable upon conversion of such shares. SVMI, in its capacity as general
partner of ILSF LP1, ILSF LP2, ILSF LP3 and Strategic Partners, may be deemed to
have beneficial ownership of the securities held by ILSF LP1, ILSF LP2, ILSF LP3
and Strategic Partners. SVMI may also be deemed to have beneficial ownership of
the securities held by Co-Invest and SVIL because of certain contractual
relationships between each of Co-Invest and SVIL, and SVMI. SVML, in its
capacity as fund manager to SVMI, may be deemed to have beneficial ownership of
the securities held by each of the Funds. Each of the Funds may be deemed to
beneficially own the securities held by the other Funds because of certain
contractual relationships among the Funds and their affiliates. SVMI and SVML
disclaim beneficial ownership of securities held by any Fund except to the
extent of any pecuniary interest therein. Each Fund disclaims beneficial
ownership of shares held by any other Fund except to the extent of any pecuniary
interest therein.





                                                          Shares of Common Stock
                                                        issuable upon conversion
                                   Shares of Series B       of the Series B
                                 Convertible  Preferred   Convertible Preferred
  Holder                          Stock held by Holder             Stock
 ------------                   ----------------------- ------------------------
Schroder Ventures International        102,300                 12,786
 Life Sciences Fund II Group
 Co-Investment Scheme

Schroder Ventures International
 Life  Sciences Fund II LP1            3,557,175               444,646

Schroder Ventures International
 Life  Sciences Fund II LP2            1,514,983               189,372

Schroder Ventures International
 Life  Sciences Fund II LP3            403,734                 50,465

Schroder Ventures International
 Life Sciences Fund II Strategi        54,877                  6,859
 Partners  L.P.

SV (Nominees) Limited as
 nominee of  Schroder Ventures         438,135                 54,766
 Investments Limited

Notes to Footnote 6

The following table sets forth the number of shares of Series C Convertible
Preferred Stock held directly by the Funds and the number of shares of common
stock issuable upon conversion of such shares. SVMI, in its capacity as general
partner of ILSF LP1, ILSF LP2, ILSF LP3 and Strategic Partners, may be deemed to
have beneficial ownership of the securities held by ILSF LP1, ILSF LP2, ILSF LP3
and Strategic Partners. SVMI may also be deemed to have beneficial ownership of
the securities held by Co-Invest and SVIL because of certain contractual
relationships between each of Co-Invest and SVIL, and SVMI. SVML, in its
capacity as fund manager to SVMI, may be deemed to have beneficial ownership of
the securities held by each of the Funds. Each of the Funds may be deemed to
beneficially own the securities held by the other Funds because of certain
contractual relationships among the Funds and their affiliates. SVMI and SVML
disclaim beneficial ownership of securities held by any Fund except to the
extent of any pecuniary interest therein. Each Fund disclaims beneficial
ownership of shares held by any other Fund except to the extent of any pecuniary
interest therein.


                                                         Shares of Common Stock
                                                        issuable upon conversion
                                   Shares of Series C        of the Series C
                                 Convertible  Preferred     onvertible Preferred
  Holder                          Stock held by Holder          Stock
- ----------                     -----------------------    ----------------------
Schroder Ventures International
 Life Sciences Fund II Group           55,721                  8,328
 Co-Investment Scheme

Schroder Ventures International        1,937,521               89,606
 Life  Sciences Fund II LP1

Schroder Ventures International        825,182                 123,342
 Life  Sciences Fund II LP2

Schroder Ventures International        219,907                 32,870
 Life  Sciences Fund II LP3

Schroder Ventures International        29,891                  4,467
 Life Sciences Fund II Strategi
 Partners  L.P.

SV (Nominees) Limited as               238,644                 35,670
 nominee of  Schroder Ventures
 Investments Limited

Notes to Footnote 7

The following table sets forth the number of shares of Series C-2 Convertible
Preferred Stock held directly by the Funds and the number of shares of common
stock issuable upon conversion of such shares. SVMI, in its capacity as general
partner of ILSF LP1, ILSF LP2, ILSF LP3 and Strategic Partners, may be deemed to
have beneficial ownership of the securities held by ILSF LP1, ILSF LP2, ILSF LP3
and Strategic Partners. SVMI may also be deemed to have beneficial ownership of
the securities held by Co-Invest and SVIL because of certain contractual
relationships between each of Co-Invest and SVIL, and SVMI. SVML, in its
capacity as fund manager to SVMI, may be deemed to have beneficial ownership of
the securities held by each of the Funds. Each of the Funds may be deemed to
beneficially own the securities held by the other Funds because of certain
contractual relationships among the Funds and their affiliates. SVMI and SVML
disclaim beneficial ownership of securities held by any Fund except to the
extent of any pecuniary interest therein. Each Fund disclaims beneficial
ownership of shares held by any other Fund except to the extent of any pecuniary
interest therein.

                                                         Shares of Common Stock
                                                        issuable upon conversion
                                  Shares of Series C-2        of the Series C-2
                                 Convertible  Preferred     onvertible Preferred
Holder                            Stock held by Holder          Stock
- ---------------                 -----------------------   ---------------------
Schroder Ventures International        61,610                 7,701
 Life Sciences Fund II Group
 Co-Investment Scheme

Schroder Ventures International        2,142,356              267,794
 Life  Sciences Fund II LP1

Schroder Ventures International        912,419                114,052
 Life  Sciences Fund II LP2

Schroder Ventures International        243,154                30,394
 Life  Sciences Fund II LP3

Schroder Ventures International        33,050                 4,130
 Life Sciences Fund II Strategi
 Partners  L.P.

SV (Nominees) Limited as               263,872                32,983
 nominee of  Schroder Ventures
 Investments Limited
EX-99. 3 rrd118235_133450.htm SIGNATURES rrd118235_133450.html 
                             JOINT FILER INFORMATION

Joint Filer Name:                   Schroder Venture Managers Inc.
Relationship to Issuer:             10% Owner (the reporting person disclaims
                                    beneficial ownership of the reported
                                    securities except to the extent of
                                    its pecuniary interest therein)
Address:                            c/o 22 Church Street
                                    Hamilton HM 11 Bermuda
Designated Filer:                   Schroder Venture Managers Limited
Date of Event Requiring Statement:  October 31, 2006
Issuer Name and Trading Symbol:     Achillion Pharmaceuticals, Inc. [ACHN]

Signature                           SCHRODER VENTURE MANAGERS INC.

                                    By:  Deborah Speight (Director and Vice
                                    President) and Scott Burns (Authorised
                                    Signatory)

                                        /s/ Deborah Speight and Scott Burns
                                    -------------------------------------------

Joint Filer Name:                   Schroder Ventures International Life
                                    Sciences Fund II L.P.1
Relationship to Issuer:             10% Owner (the reporting person disclaims
                                    beneficial ownership of the reported
                                    securities except to the extent of its
                                    pecuniary interest therein)
Address:                            c/o 22 Church Street
                                    Hamilton HM 11 Bermuda
Designated Filer:                   Schroder Venture Managers Limited
Date of Event Requiring Statement:  October 31, 2006
Issuer Name and Trading Symbol:     Achillion Pharmaceuticals, Inc. [ACHN]

Signature                           SCHRODER VENTURES INTERNATIONAL LIFE
                                    SCIENCES FUND II L.P.1

                                    By:  Schroder Venture Managers Inc.,
                                             its General Partner

                                        /s/ Deborah Speight and Scott Burns
                                    -------------------------------------------
                                    Deborah Speight (Director and Vice
                                    President) and Scott Burns (Authorised
                                    Signatory)

Joint Filer Name:                   Schroder Ventures International Life
                                    Sciences Fund II L.P.2
Relationship to Issuer:             10% Owner (the reporting person disclaims
                                    beneficial  ownership of the reported
                                    securities except to the extent of its
                                    pecuniary interest therein)
Address:                            c/o 22 Church Street
                                    Hamilton HM 11 Bermuda
Designated Filer:                   Schroder Venture Managers Limited
Date of Event Requiring Statement:  October 31, 2006
Issuer Name and Trading Symbol:     Achillion Pharmaceuticals, Inc. [ACHN]

Signature                           SCHRODER VENTURES INTERNATIONAL LIFE
                                    SCIENCES FUND II L.P.2

                                    By:  Schroder Venture Managers Inc.,
                                             its General Partner

                                        /s/ Deborah Speight and Scott Burns
                                    -------------------------------------------
                                    Deborah Speight (Director and Vice
                                    President) and Scott Burns (Authorised
                                    Signatory)

Joint Filer Name:                   Schroder Ventures International Life
                                    Sciences Fund II L.P.3
Relationship to Issuer:             10% Owner (the reporting person disclaims
                                    beneficial ownership of the reported
                                    securities except to the extent of its
                                    pecuniary interest therein)
Address:                            c/o 22 Church Street
                                    Hamilton HM 11 Bermuda
Designated Filer:                   Schroder Venture Managers Limited
Date of Event Requiring Statement:  October 31, 2006
Issuer Name and Trading Symbol:     Achillion Pharmaceuticals, Inc. [ACHN]

Signature                           SCHRODER VENTURES INTERNATIONAL LIFE
                                    SCIENCES FUND II L.P.3

                                    By:  Schroder Venture Managers Inc.,
                                             its General Partner

                                        /s/ Deborah Speight and Scott Burns
                                    -------------------------------------------
                                    Deborah Speight (Director and Vice
                                    President) and Scott Burns (Authorised
                                    Signatory)

Joint Filer Name:                   SITCO Nominees Ltd. - VC 01903 as Nominee of
                                    Schroder Ventures International Life
                                    Sciences Fund II Group
                                    Co-Investment Scheme
Relationship to Issuer:             10% Owner (the reporting person disclaims
                                    beneficial ownership of the reported
                                    securities except to the extent of
                                    its pecuniary interest therein)
Address:                            c/o 22 Church Street
                                    Hamilton HM 11Bermuda
Designated Filer:                   Schroder Venture Managers Limited
Date of Event Requiring Statement:  October 31, 2006
Issuer Name and Trading Symbol:     Achillion Pharmaceuticals, Inc. [ACHN]

Signature                           SCHRODER VENTURES INTERNATIONAL LIFE
                                    SCIENCES FUND II GROUP
                                    CO-INVESTMENT SCHEME

                                    By:  SITCO Nominees Ltd. - VC 01903

                                        /s/ Deborah Speight and Scott Burns
                                   --------------------------------------------
                                    Deborah Speight (Director) and Scott Burns
                                   (Authorised Signatory)


Joint Filer Name:                   Schroder Ventures International Life
                                    Sciences Fund II
                                    Strategic Partners L.P.
Relationship to Issuer:             10% Owner (the reporting person disclaims
                                    beneficial ownership of the reported
                                    securities except to the extent of its
                                    pecuniary interest therein)
Address:                            c/o 22 Church Street
                                    Hamilton HM 11 Bermuda
Designated Filer:                   Schroder Venture Managers Limited
Date of Event Requiring Statement:  October 31, 2006
Issuer Name and Trading Symbol:     Achillion Pharmaceuticals, Inc. [ACHN]

Signature                           SCHRODER VENTURES INTERNATIONAL LIFE
                                    SCIENCES FUND II STRATEGIC PARTNERS L.P.


                                    By:  Schroder Venture Managers Inc.,
                                             its General Partner

                                        /s/ Deborah Speight and Scott Burns
                                    -- ----------------------------------------
                                    Deborah Speight (Director and Vice
                                    President) and Scott Burns (Authorised
                                    Signatory)

Joint Filer Name:                   SV (Nominees) Limited as Nominee of Schroder
                                    Ventures Investments Limited
Relationship to Issuer:             10% Owner (the reporting person disclaims
                                    beneficial  ownership of the reported
                                    securities except to the extent of its
                                    pecuniary interest therein)
Address:                            c/o 22 Church Street
                                    Hamilton HM 11 Bermuda
Designated Filer:                   Schroder Venture Managers Limited
Date of Event Requiring Statement:  October 31, 2006
Issuer Name and Trading Symbol:     Achillion Pharmaceuticals, Inc. [ACHN]

Signature                           SV (NOMINEES) LTD AS NOMINEE OF SCHRODER
                                    VENTURES  INVESTMENTS LIMITED


                                    By:  SV (Nominees) Limited


                                        /s/ Alistair Boyle
                                    -------------------------------------------
                                        Alistair Boyle
                                        Alternate Director
                                        To John M. Marren.
                                        For Northern Trust International
                                        Fund Administration Service
                                        (Guernsey) Limited
                                        As Secretary
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