CUSIP No. G6564A105
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13G
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Page 1 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Permira Europe III G.P. Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. G6564A105
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13G
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Permira Europe III G.P. L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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||
3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
|
SOLE VOTING POWER
0
|
|
6
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SHARED VOTING POWER
0
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||
7
|
SOLE DISPOSITIVE POWER
0
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||
8
|
SHARED DISPOSITIVE POWER
0
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. G6564A105
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13G
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Page 3 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Birds Eye Iglo Limited Partnership Inc
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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||
3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
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||
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
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. G6564A105
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13G
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Page 4 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Liberator GP Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
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||
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
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. G6564A105
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13G
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Page 5 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Liberator Managing Partner Limited
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey, Channel Islands
|
||
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 (SEE INSTRUCTIONS)
☐
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
Item 1(a).
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Name of Issuer.
Nomad Foods Limited (the “Company”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices.
No. 5 New Square
Bedfont Lakes Business Park
Feltham, Middlesex TW148HA
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Item 2(a).
Item 2(b).
Item 2(c).
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Name of Person Filing.
(i) Permira Europe III G.P. Limited
c/o Permira III G.P. Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Guernsey, Channel Islands
(ii) Permira Europe III G.P. L.P.
c/o Permira III G.P. Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Cayman Islands
(iii) Birds Eye Iglo Limited Partnership Inc
c/o Liberator GP Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Guernsey, Channel Islands
(iv) Liberator GP Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Guernsey, Channel Islands
(v) Liberator Managing Partner Limited
Trafalgar Court, Les Banques
St. Peter Port, Guernsey GY1 6DJ
Channel Islands
Place of Organization: Guernsey, Channel Islands
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2016, pursuant to which the Reporting Persons agreed to file their Schedule 13G on February 12, 2016 and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
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Item 2(d).
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Title of Class of Securities.
Ordinary Shares, no par value (the “Ordinary Shares”)
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Item 2(e).
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CUSIP Number.
G6564A105
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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(a)
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☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
|
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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☐ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership.
|
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(a) Amount beneficially owned:
This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of June 19, 2017, the Reporting Persons do not beneficially own or hold sole or shared voting or investment power for any of the Company’s Ordinary Shares.
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(b) Percent of class:
See Item 4(a) hereof.
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(c) Number of Shares as to which the Reporting Person has:
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See Item 4(a) hereof.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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: ☒
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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Not applicable.
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PERMIRA EUROPE III G.P. LIMITED
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/s/ Ben Hill | |||
Name:
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Ben Hill | ||
Title:
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Alternate Director | ||
PERMIRA EUROPE III G.P. L.P.
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By:
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Permira Europe III G.P. Limited, its general partner
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/s/ Ben Hill | |||
Name:
|
Ben Hill | ||
Title:
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Alternate Director | ||
BIRDS EYE IGLO LIMITED PARTNERSHIP INC
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By:
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Liberator GP Limited, its general partner
|
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By:
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Liberator Managing Partner Limited, its managing partner
|
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/s/ Alistair Boyle | |||
Name:
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Alistair Boyle | ||
Title:
|
Director | ||
LIBERATOR GP LIMITED
|
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/s/ Alistair Boyle | |||
Name:
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Alistair Boyle | ||
Title:
|
Director | ||
LIBERATOR MANAGING PARTNER LIMITED
|
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/s/ John Marren | |||
Name:
|
John Marren | ||
Title:
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Director |