0000898432-11-000460.txt : 20110324 0000898432-11-000460.hdr.sgml : 20110324 20110324164457 ACCESSION NUMBER: 0000898432-11-000460 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20110324 DATE AS OF CHANGE: 20110324 GROUP MEMBERS: CONSCIENTIA INVESTMENT LIMITED GROUP MEMBERS: FAVORITA HOLDING LIMITED GROUP MEMBERS: GEORG HEINRICH THYSSEN-BOMEMISZA GROUP MEMBERS: TBG LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IHS Inc. CENTRAL INDEX KEY: 0001316360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 133769440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81152 FILM NUMBER: 11709885 BUSINESS ADDRESS: STREET 1: 15 INVERNESS WAY EAST CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 303-790-0600 MAIL ADDRESS: STREET 1: 15 INVERNESS WAY EAST CITY: ENGLEWOOD STATE: CO ZIP: 80112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: URVANOS INVESTMENTS LTD CENTRAL INDEX KEY: 0001324264 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O DAVIS POLK & WARDWELL STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-450-4519 MAIL ADDRESS: STREET 1: C/O DAVIS POLK & WARDWELL STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 a13g-a.htm a13g-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
IHS INC.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Issuer)
 
Class A Common Stock
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(Title of Class of Securities)
 
451734107
--------------------------------
(CUSIP Number)
 
March 22, 2011
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
/
  
/
Rule 13d-1(b)
 
/
  
/
Rule 13d-1(c)
 
/
X
/
Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.
 
The information required in 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

SCHEDULE 13G/A
CUSIP NO. 451734107

1)
NAME OF REPORTING PERSON
                   
Urvanos Investments Limited
-------------------------------------
                   
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               
(a)
[   ]
               
(b)
[   ]
3)
SEC USE ONLY
                   
4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
Cyprus
------------------ 
      
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
        
                   
 
5)
SOLE VOTING POWER
 
0
---------
                   
 
6)
SHARED VOTING POWER
 
0
---------
                   
 
7)
SOLE DISPOSITIVE POWER
0
---------
                   
 
8)
SHARED DISPOSITIVE POWER
0
---------
                   
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON

0
---------
      
           
 
    
10)
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
      
                   
11)
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
0
------		      
                   
12)
TYPE OF REPORTING PERSON
CO
------
           
 
    
 


 
Page 2 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

1)
NAME OF REPORTING PERSON
                   
Conscientia Investment Limited
-------------------------------------
                   
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               
(a)
[   ]
               
(b)
[   ]
3)
SEC USE ONLY
                   
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Malta
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
  
      
                   
 
5)
SOLE VOTING POWER
14,708,859
---------
                   
 
6)
SHARED VOTING POWER
0
---------
                   
 
7)
SOLE DISPOSITIVE POWER
14,708,859
---------
                   
 
8)
SHARED DISPOSITIVE POWER
0
---------
                   
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
14,708,859
---------		      
           
 
    
10)
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]		      
 
 
  
                   
11)
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
22.7%
------		      
                   
12)
TYPE OF REPORTING PERSON
CO
------

 
Page 3 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

1)
NAME OF REPORTING PERSON
                   
TBG Limited
-------------------------------------
                   
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               
(a)
[   ]
               
(b)
[   ]
3)
SEC USE ONLY
        
                   
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Malta
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
                   
 
5)
SOLE VOTING POWER
14,708,859
---------
                   
 
6)
SHARED VOTING POWER
0
---------
                   
 
7)
SOLE DISPOSITIVE POWER
14,708,859
---------
                   
 
8)
SHARED DISPOSITIVE POWER
0
---------
                   
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
14,708,859
---------		      
           
 
    
10)
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]		      
                   
11)
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
22.7%
------		      
                   
12)
TYPE OF REPORTING PERSON
CO
------

 
Page 4 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

1)
NAME OF REPORTING PERSON
                   
Georg Heinrich Thyssen-Bornemisza
-------------------------------------
                   
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               
(a)
[   ]
               
(b)
[   ]
3)
SEC USE ONLY
        
                   
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
                   
 
5)
SOLE VOTING POWER
0
---------
                   
 
6)
SHARED VOTING POWER
14,708,859
           
---------
    
                   
 
7)
SOLE DISPOSITIVE POWER
0
---------
                   
 
8)
SHARED DISPOSITIVE POWER
14,708,859
---------
           
 
    
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
14,708,859
---------		      
           
 
    
10)
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]
      
                   
11)
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
22.7%
------		      
   
 
              
12)
TYPE OF REPORTING PERSON
IN
------

 
Page 5 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

1)
NAME OF REPORTING PERSON
                   
Favorita Holding Limited
-------------------------------------
                   
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               
(a)
[   ]
               
(b)
[   ]
3)
SEC USE ONLY
        
                   
4)
CITIZENSHIP OR PLACE OF ORGANIZATION
Malta
-------------
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
 
                   
 
5)
SOLE VOTING POWER
0
---------
                   
 
6)
SHARED VOTING POWER
14,708,859
---------
                   
 
7)
SOLE DISPOSITIVE POWER
0
---------
                   
 
8)
SHARED DISPOSITIVE POWER
14,708,859
---------
                   
9)
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
14,708,859
---------		      
           
 
    
10)
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES

[   ]
      
                   
11)
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
22.7%
------		      
                   
12)
TYPE OF REPORTING PERSON
CO
------

 
Page 6 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

Item 1.
    
     
 
(a)
Name of Issuer
     
   
IHS INC.
   
------------------------------------------------------------------------------------------------------------------------------------------------------------------
     
 
(b)
Address of Issuer’s Principal Executive Offices
     
   
15 Inverness Way East, Englewood, CO  80112
   
------------------------------------------------------------------------------------------------------------------------------------------------------------------
     
Item 2.
    
 
(a)
Names of Persons Filing
     
   
Urvanos Investments Limited
Conscientia Investment Limited
TBG Limited
Georg Heinrich Thyssen-Bornemisza
Favorita Holding Limited
   
------------------------------------------------------------------------------------------------------------------------------------------------------------------
     
 
(b)
Address of Principal Business Office or, if none,
Residence
c/o IHS Inc., 15 Inverness Way East, Englewood, CO  80112
   
------------------------------------------------------------------------------------------------------------------------------------------------------------------
     
 
(c)
Citizenship
     
   
Urvanos Investments Limited, a Cyprus Company
Conscientia Investment Limited, a Malta company
TBG Limited, a Malta company
Georg Heinrich Thyssen-Bornemisza, a citizen of
         Switzerland
Favorita Holding Limited, a Malta company
     
   
------------------------------------------------------------------------------------------------------------------------------------------------------------------
     
 
(d)
Title of Class of Securities
     
   
Class A Common Stock
   
------------------------------------------------------------------------------------------------------------------------------------------------------------------
     
 
(e)
CUSIP Number
     
   
451734107
   
------------------------------------------------------------------------------------------------------------------------------------------------------------------

 
Page 7 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107
 

Item 3.
  
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
           
 
(a)
/
  
/
Broker or dealer registered under section 15 of the Act;
           
 
(b)
/
  
/
Bank as defined in section 3(a)(6) of the Act;
           
 
(c)
/
  
/
Insurance company as defined in section 3(a)(19) of the Act;
           
 
(d)
/
  
/
Investment company registered under section 8 of the Investment Company Act of 1940;
           
 
(e)
/
  
/
An investment adviser in accordance with §240.13d-1(b)(l)(ii)(E);
           
 
(f)
/
  
/
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
           
 
(g)
/
  
/
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
           
 
(h)
/
  
/
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
           
 
(i)
/
  
/
A church plan that is excluded from the definition of an investment company under section 3(c)(14)of the Investment Company Act of 1940;
           
 
(j)
/
  
/
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
           
 
(k)
/
  
/
Group, in accordance with §240.13d-1(b)(l)(ii)(K).
           
Item 4.
  
Ownership
--------------
     
 
 
    Urvanos Investments Limited:
           
 
(a)
  
Amount Beneficially Owned: 0
           
     
Urvanos Investments Limited is filing in its capacity as the former owner of 14,708,859 shares of Class A Common Stock.  Urvanos Investments Limited no longer


 
Page 8 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

   
directly or indirectly owns any shares of Class A Common Stock.
     
 
(b)
Percent of Class: 0
     
 
(c)
  
     
 
(i)
Sole power to vote or direct the vote: 0
     
 
(ii)
Shared power to vote or direct the vote: 0
     
 
(iii)
Sole power to dispose or direct the disposition of:  0
     
 
(iv)
Shared power to dispose or direct the disposition of: 0
     
 
Conscientia Investment Limited:
     
 
(a)
Amount Beneficially Owned: 14,708,859
     
   
Conscientia Investment Limited is filing in its capacity as the record and beneficial owner of an aggregate of 14,708,859 shares of Class A Common Stock.
     
 
(b)
Percent of Class: 22.7%
     
 
(c)
  
     
 
(i)
Sole power to vote or direct the vote: 14,708,859
     
 
(ii)
Shared power to vote or direct the vote: 0
     
 
(iii)
Sole power to dispose or direct the disposition of:  14,708,859
     
 
(iv)
Shared power to dispose or direct the disposition of: 0
     
 
TBG Limited:
     
 
a)
Amount Beneficially Owned: 14,708,859
     
   
TBG Limited is filing in its capacity as the parent of Conscientia Investment Limited, which is the record and beneficial owner of an aggregate of 14,708,859 shares of Class A Common Stock.

 

 
Page 9 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

 
(b)
Percent of Class: 22.7%
     
 
(c)
  
     
 
(i)
Sole power to vote or direct the vote: 14,708,859
     
 
(ii)
Shared power to vote or direct the vote: 0
     
 
(iii)
Sole power to dispose or direct the disposition of:  14,708,859
     
 
(iv)
Shared power to dispose or direct the disposition of: 0
     
 
Georg Heinrich Thyssen-Bornemisza:
     
 
a)
Amount Beneficially Owned: 14,708,859
     
   
Georg Heinrich Thyssen-Bornemisza is filing in his capacity as the sole beneficiary of the TB Continuity II Trust, a Cayman Islands Trust, which is the indirect owner of 100% of the shares of TBG Limited.  Mr. Thyssen-Bornemisza disclaims beneficial ownership of the Class A Common Stock owned by Conscientia Investment Limited because he does not have the power to vote or dispose of, or to direct the voting or disposition of, the shares of Class A Common Stock owned by Conscientia Investment Limited.
     
 
(b)
Percent of Class: 22.7%
     
 
(c)
  
     
 
(i)
Sole power to vote or direct the vote:  0
     
 
(ii)
Shared power to vote or direct the vote: 14,708,859
     
 
(iii)
Sole power to dispose or direct the disposition of:  0
     
 
(iv)
Shared power to dispose or direct the disposition of: 14,708,859
     
 
Favorita Holding Limited:
     
 
a)
Amount Beneficially Owned: 14,708,859


 
Page 10 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

   
Favorita Holding Limited is filing solely in its capacity as the owner of 100% of the shares of TBG Limited (except for one non-voting and non-participating share which is owned by Kaszony Limited, a Malta company and the parent of Favorita Holding Limited).
     
 
(b)
Percent of Class: 22.7%
     
 
(c)
  
     
 
(i)
Sole power to vote or direct the vote: 0
     
 
(ii)
Shared power to vote or direct the vote: 14,708,859
     
 
(iii)
Sole power to dispose or direct the disposition of: 0
     
 
(iv)
Shared power to dispose or direct the disposition of: 14,708,859
     
Item 5.
Ownership of Five Percent or Less of a Class
     
If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:[ X ]
     
As of the date hereof, Urvanos Investments Limited has ceased to be the beneficial owner of more than five percent of the Class A Common Stock.
     
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
     
   
See Item 4.
     
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
     
   
Not applicable.


 
Page 11 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

Item 8.
Identification and Classification of Members of the Group
     
   
Not applicable.
     
Item 9.
Notice of Dissolution of Group
     
   
Not applicable.
     
Item 10.
Certification
     
   
Not applicable.


 
Page 12 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

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.

March 24, 2011
URVANOS INVESTMENTS LIMITED
         
 
By:
/s/ Clifford Thring
  
 
Name:
Clifford Thring
 
Title:
Attorney-in-Fact for Urvanos Investments Limited
         
 
CONSCIENTIA INVESTMENT LIMITED
         
         
 
By:
/s/ Clifford Thring
  
 
Name:
Clifford Thring
 
Title:
Attorney-in-Fact for Conscientia Investment Limited
         
         
 
TBG LIMITED
         
         
 
By:
/s/ Clifford Thring
  
 
Name:
Clifford Thring
 
Title:
Attorney-in-Fact for TBG Limited
         
         
 
GEORG HEINRICH THYSSEN-BORNEMISZA
         
         
 
By:
/s/ Clifford Thring
  
 
Name:
Clifford Thring
 
Title:
Attorney-in-Fact for Georg Heinrich Thyssen-Bornemisza


 
Page 13 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107
 
 
FAVORITA HOLDING LIMITED
 
   
 
By:
/s/ Clifford Thring
  
 
Name:
Clifford Thring
 
Title:
Attorney-in-Fact for Favorita Holding Limited


 
Page 14 of 15 Pages
 

SCHEDULE 13G/A
CUSIP NO. 451734107

EXHIBIT INDEX
Exhibit No.
Description
24.1
Power of Attorney of Urvanos Investments Limited
24.2
Power of Attorney of Conscientia Investment Limited
24.3
Power of Attorney of TBG Limited
24.4
Power of Attorney of Georg Heinrich Thyssen-Bornemisza (also known as Giorgio Enrico Thyssen-Bornemisza)
24.5
Power of Attorney of Favorita Holding Limited
99.1
Joint Filing Agreement and Power of Attorney, dated May 10, 2006, among Urpasis Investments Limited, Thybo Trustees Limited, Urvanos Investments Limited, Tornabuoni Limited, TBG Holdings NV, Georg Heinrich Thyssen-Bornemisza, Claus Hipp, Thyssen Bornemisza Continuity Trust, Donald S. Perkins and Hans Peter Schaer (incorporated by reference to Exhibit A to the Schedule 13G/A filed by Urvanos Investments Limited on May 21, 2007)
99.2
Joinder Agreement, dated May 18, 2007, of Favorita Holding Limited (incorporated by reference to Exhibit B to the Schedule 13G/A filed by Urvanos Investments Limited on May 21, 2007)
99.3
Joinder Agreement, dated March 22, 2011, of Conscientia Investment Limited
 

 
Page 15 of 15 Pages
 EX-24.1 2 poa-urvanos.htm poa-urvanos.htm
Exhibit 24.1 to Schedule 13G/A
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that we, Urvanos Investments Limited (Cypriot Company Registration Number 153105), a company existing under the laws of Cyprus having its registered office at 17 Gr. Xenopoulou Street, 3106 Limassol Cyprus (the “Company” / “Urvanos”), do hereby make, constitute, designate and appoint Clifford Thring (the “Attorney”) as the Company’s special attorney and authorise the said Attorney to appear in the Company’s place and stead to do all or any of the following acts, deeds or things, that is to say:
 
 
1.
To execute and file any and all documents required to be filed by Urvanos with the Securities and Exchange Commission (the “SEC”), including Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D and all amendments thereto;
     
 
2.
To do and perform any and all acts which may be necessary or desirable to prepare, complete and execute such Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D, complete and execute any amendment or amendments thereto, and timely deliver and file such forms, schedules or amendments with the SEC and any stock exchange or similar authority; and
     
 
3.
To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney, may be of benefit to, in the best interest of, or legally required by, Urvanos, it being understood that the documents executed by such Attorney on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney may approve in such Attorney’s discretion.
     
The undersigned hereby grants to such Attorney full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney, or such Attorney’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
 
The undersigned acknowledges that the foregoing Attorney, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the responsibilities of the undersigned to comply with Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
 
The undersigned also acknowledges that the foregoing Attorney does not assume (i) any liability for the responsibility of the undersigned to comply with the requirements of the Exchange Act, (ii) any liability for the failure by the undersigned to comply with such requirements, or (iii) any of the obligations or liabilities of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
 

 
 
 

This Power of Attorney shall be effective immediately upon execution and shall be revoked by the undersigned giving to such Attorney acting hereunder written notification of the revocation, which notice shall not be considered binding unless actually received.  Absent such revocation, this Power of Attorney shall remain in effect for so long as Urvanos is subject to the reporting requirements imposed by Section 13 or Section 16 of the Exchange Act.
 
We the undersigned hereby declare that this Power of Attorney shall not be affected by our disability or incapacity and that as against us and all persons claiming under us, everything which our Attorney shall do or cause to be done shall be valid and effectual in favor of any person claiming a benefit thereunder, who, before the doing thereof, shall not have had notice of revocation of this instrument.
 
This Power of Attorney shall be governed by the Laws of Cyprus.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 30th day of November, 2010.
 

WITNESS:
  
GRANTOR:
     
     
     
/s/ Ursula Fricke
  
/s/ Christoph Helmuth Alfred von Grolman
   
Name/s:  Christoph Helmuth Alfred von
   
 Grolman
   
Director of Urvanos Investments Limited
   
Duly authorized
   
For and on behalf of
   
   Urvanos Investments Limited

 
- 2 -
 EX-24.2 3 poa-conscientia.htm poa-conscientia.htm
Exhibit 24.2 to Schedule 13G/A
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that we, Conscientia Investment Limited (Malta Company Registration Number:  C 50230), a company existing under the laws of Malta having its registered office at Level 8, Bay Street Complex, St. George’s Bay, St. Julian’s STJ 3311, Malta (the “Company”/ “CIL”) do hereby make, constitute, designate and appoint Clifford Thring (the “Attorney”) as the Company’s special attorney and authorise the said Attorney to appear in the Company’s place and stead to do all or any of the following acts, deeds or things, that is to say:
 
 
1.
To execute and file any and all documents required to be filed by CIL with the Securities and Exchange Commission (the “SEC”), including Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D and all amendments thereto;
     
 
2.
To do and perform any and all acts which may be necessary or desirable to prepare, complete and execute such Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D, complete and execute any amendment or amendments thereto, and timely deliver and file such forms, schedules or amendments with the SEC and any stock exchange or similar authority; and
     
 
3.
To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney, may be of benefit to, in the best interest of, or legally required by, CIL, it being understood that the documents executed by such Attorney on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney may approve in such Attorney’s discretion.
     
The undersigned hereby grants to such Attorney full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney, or such Attorney’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
 
The undersigned acknowledges that the foregoing Attorney, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the responsibilities of the undersigned to comply with Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
 
The undersigned also acknowledges that the foregoing Attorney does not assume (i) any liability for the responsibility of the undersigned to comply with the requirements of the Exchange Act,
 

 
 
 

(ii) any liability for the failure by the undersigned to comply with such requirements, or (iii) any of the obligations or liabilities of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
 
This Power of Attorney shall be effective immediately upon execution and shall be revoked by the undersigned giving to such Attorney acting hereunder written notification of the revocation, which notice shall not be considered binding unless actually received.  Absent such revocation, this Power of Attorney shall remain in effect for so long as CIL is subject to the reporting requirements imposed by Section 13 or Section 16 of the Exchange Act.
 
We the undersigned hereby declare that this Power of Attorney shall not be affected by our disability or incapacity and that as against us and all persons claiming under us, everything which our Attorney shall do or cause to be done shall be valid and effectual in favor of any person claiming a benefit thereunder, who, before the doing thereof, shall not have had notice of revocation of this instrument.
 
This Power of Attorney shall be governed by the Laws of Malta.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 30th day of November, 2010.
 
WITNESS:
  
GRANTOR:
     
     
     
/s/ Ursula Fricke
  
/s/ Peter Frank
     
     
   
Name/s:  Peter Frank
   
Director of Conscientia Investment Limited
   
Duly authorized
   
For and on behalf of
   
   Conscientia Investment Limited
     
     
     
WITNESS:
  
GRANTOR:
     
     
     
/s/ Ursula Fricke
  
/s/ Christoph Helmuth Alfred von Grolman
   
Name/s:  Christoph Helmuth Alfred von
   
Grolman
   
Director of Conscientia Investment Limited
   
Duly authorized
   
For and on behalf of
   
   Conscientia Investment Limited

 
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 EX-24.3 4 poa-tbg.htm poa-tbg.htm
Exhibit 24.3 to Schedule 13G/A
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that we, TBG Limited (Malta Company Registration Number:  C47290), a company existing under the laws of Malta having its registered office at Level 8, Bay Street Complex, St. George’s Bay, St. Julian’s STJ 3311, Malta (the “Company”/ “TBG”), do hereby make, constitute, designate and appoint Clifford Thring (the “Attorney”) as the Company’s special attorney and authorise the said Attorney to appear in the Company’s place and stead to do all or any of the following acts, deeds or things, that is to say:
 
 
1.
To execute and file any and all documents required to be filed by TBG with the Securities and Exchange Commission (the “SEC”), including Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D and all amendments thereto;
     
 
2.
To do and perform any and all acts which may be necessary or desirable to prepare, complete and execute such Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D, complete and execute any amendment or amendments thereto, and timely deliver and file such forms, schedules or amendments with the SEC and any stock exchange or similar authority; and
     
 
3.
To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney, may be of benefit to, in the best interest of, or legally required by, TBG, it being understood that the documents executed by such Attorney on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney may approve in such Attorney’s discretion.
     
The undersigned hereby grants to such Attorney full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney, or such Attorney’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
 
The undersigned acknowledges that the foregoing Attorney, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the responsibilities of the undersigned to comply with Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
 
The undersigned also acknowledges that the foregoing Attorney does not assume (i) any liability for the responsibility of the undersigned to comply with the requirements of the Exchange Act,
 

 
 
 

(ii) any liability for the failure by the undersigned to comply with such requirements, or (iii) any of the obligations or liabilities of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
 
This Power of Attorney shall be effective immediately upon execution and shall be revoked by the undersigned giving to such Attorney acting hereunder written notification of the revocation, which notice shall not be considered binding unless actually received.  Absent such revocation, this Power of Attorney shall remain in effect for so long as TBG is subject to the reporting requirements imposed by Section 13 or Section 16 of the Exchange Act.
 
We the undersigned hereby declare that this Power of Attorney shall not be affected by our disability or incapacity and that as against us and all persons claiming under us, everything which our Attorney shall do or cause to be done shall be valid and effectual in favor of any person claiming a benefit thereunder, who, before the doing thereof, shall not have had notice of revocation of this instrument.
 
This Power of Attorney shall be governed by the Laws of Malta.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 30th day of November, 2010.
 
WITNESS:
  
GRANTOR:
     
     
     
/s/ Ursula Fricke
  
/s/ Peter Frank
   
Name/s:  Peter Frank
   
Director of TBG Limited
   
Duly authorized
   
For and on behalf of
   
   TBG Limited
     
     
     
WITNESS:
  
GRANTOR:
     
     
     
/s/ Ursula Fricke
  
/s/ Christoph Helmuth Alfred von Grolman
   
Name/s:  Christoph Helmuth Alfred von
   
 Grolman
   
Director of TBG Limited
   
Duly authorized
   
For and on behalf of
   
   TBG Limited

 
- 2 -
 EX-24.4 5 poa-getb.htm poa-getb.htm
Exhibit 24.4 to Schedule 13G/A
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned Giorgio Enrico Thyssen-Bornemisza, residing at TBG, 1 Avenue des Citronniers, MC-98000 Monaco, do hereby make, constitute, designate and appoint Clifford Thring (the “Attorney”) as my special attorney and authorise the said Attorney to appear in my place and stead to do all or any of the following acts, deeds or things, that is to say:
 
 
1.
To execute and file any and all documents required to be filed by me with the Securities and Exchange Commission (the “SEC”), including Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D and all amendments thereto;
     
 
2.
To do and perform any and all acts which may be necessary or desirable to prepare, complete and execute such Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D, complete and execute any amendment or amendments thereto, and timely deliver and file such forms, schedules or amendments with the SEC and any stock exchange or similar authority; and
     
 
3.
To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney, may be for my benefit, in my best interest, or legally required, it being understood that the documents executed by such Attorney on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney may approve in such Attorney’s discretion.
     
The undersigned hereby grants to such Attorney full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney, or such Attorney’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
 
The undersigned acknowledges that the foregoing Attorney, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the responsibilities of the undersigned to comply with Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
 
The undersigned also acknowledges that the foregoing Attorney does not assume (i) any liability for the responsibility of the undersigned to comply with the requirements of the Exchange Act, (ii) any liability for the failure by the undersigned to comply with such requirements, or (iii) any of the obligations or liabilities of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
 

 
 
 

This Power of Attorney shall be effective immediately upon execution and shall be revoked by the undersigned giving to such Attorney acting hereunder written notification of the revocation, which notice shall not be considered binding unless actually received.  Absent such revocation, this Power of Attorney shall remain in effect for so long as the undersigned is subject to the reporting requirements imposed by Section 13 or Section 16 of the Exchange Act.
 
I the undersigned hereby declare that this Power of Attorney shall not be affected by my disability or incapacity and that as against me and all persons claiming under me, everything which my Attorney shall do or cause to be done shall be valid and effectual in favor of any person claiming a benefit thereunder, who, before the doing thereof, shall not have had notice of revocation of this instrument.
 
This Power of Attorney shall be governed by Swiss law.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 10th day of December, 2010.
 
WITNESS:
  
GRANTOR:
     
     
     
/s/ Ursula Fricke
  
/s/ Giorgio Enrico Thyssen-Bornemisza
   
Giorgio Enrico Thyssen-Bornemisza

 
- 2 -
 EX-24.5 6 poa-favorita.htm poa-favorita.htm
Exhibit 24.5 to Schedule 13G/A
POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that we, Favorita Holding Limited (Malta Company Registration Number:  C47412), a company existing under the laws of Malta having its registered office at Level 8, Bay Street Complex, St. George’s Bay, St. Julian’s STJ 3311, Malta (the “Company”/ “Favorita”), do hereby make, constitute, designate and appoint Clifford Thring (the “Attorney”) as the Company’s special attorney and authorise the said Attorney to appear in the Company’s place and stead to do all or any of the following acts, deeds or things, that is to say:
 
 
1.
To execute and file any and all documents required to be filed by Favorita with the Securities and Exchange Commission (the “SEC”), including Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D and all amendments thereto;
     
 
2.
To do and perform any and all acts which may be necessary or desirable to prepare, complete and execute such Form ID, Forms 3, 4, 5 and 144 and Schedules 13G and 13D, complete and execute any amendment or amendments thereto, and timely deliver and file such forms, schedules or amendments with the SEC and any stock exchange or similar authority; and
     
 
3.
To take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the Attorney, may be of benefit to, in the best interest of, or legally required by, Favorita, it being understood that the documents executed by such Attorney on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney may approve in such Attorney’s discretion.
     
The undersigned hereby grants to such Attorney full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney, or such Attorney’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
 
The undersigned acknowledges that the foregoing Attorney, in serving in such capacity at the request of the undersigned, is not assuming nor relieving any of the responsibilities of the undersigned to comply with Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).
 
The undersigned also acknowledges that the foregoing Attorney does not assume (i) any liability for the responsibility of the undersigned to comply with the requirements of the Exchange Act,
 

 
 
 

(ii) any liability for the failure by the undersigned to comply with such requirements, or (iii) any of the obligations or liabilities of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
 
This Power of Attorney shall be effective immediately upon execution and shall be revoked by the undersigned giving to such Attorney acting hereunder written notification of the revocation, which notice shall not be considered binding unless actually received.  Absent such revocation, this Power of Attorney shall remain in effect for so long as Favorita is subject to the reporting requirements imposed by Section 13 or Section 16 of the Exchange Act.
 
We the undersigned hereby declare that this Power of Attorney shall not be affected by our disability or incapacity and that as against us and all persons claiming under us, everything which our Attorney shall do or cause to be done shall be valid and effectual in favor of any person claiming a benefit thereunder, who, before the doing thereof, shall not have had notice of revocation of this instrument.
 
This Power of Attorney shall be governed by the Laws of Malta.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 30th day of November, 2010.
 
WITNESS:
   GRANTOR:
     
     
 
  
 
/s/ Clifford Thring  
/s/ Alexander Schwarzenberg
   
Name/s:  Alexander Schwarzenberg
   
Director of Favorita Holding Limited
   
Duly authorized
   
For and on behalf of
   
   Favorita Holding Limited
     
     
     
WITNESS:
   GRANTOR:
     
     
     
/s/ Clifford Thring
  
/s/ Philipp Meran
   
Name/s:  Philipp Meran
   
Director of Favorita Holding Limited
   
Duly authorized
   
For and on behalf of
   
   Favorita Holding Limited

 
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EX-99.3 7 joinder.htm joinder.htm
Exhibit 99.3 to Schedule 13G/A

JOINDER AGREEMENT

Conscientia Investment Limited joins, and agrees to be bound by, all the provisions of the Joint Filing Agreement and Power of Attorney.


March 22, 2011

 
CONSCIENTIA INVESTMENT LIMITED
     
     
 
By:    /s/ Clifford Thring                                                       
 
Name:
Clifford Thring
  Title: Attorney-in-Fact for Conscientia Investment Limited