CLARIVATE PLC
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(Name of Issuer)
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Ordinary Shares, no par value
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(Title of Class of Securities)
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G21810109
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(CUSIP Number)
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Julia Wallon
Selige Co-Investor Pooling S.C.Sp
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1 Route d’Esch, L-1470
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Luxembourg
+ 352 28 66 90 97 28
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 31, 2020
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(Date of Event which Requires Filing of this Statement)
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*
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The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. G21810109
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Schedule 13D/A
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Selige Co-Investor Pooling 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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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
38,089,963.0
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
38,089,963.0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,089,963.0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.3% of ordinary shares*
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14
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TYPE OF REPORTING PERSON
OO
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*
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Based on 605,956,711 ordinary shares outstanding as of October 26, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on October 29, 2020.
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CUSIP No. G21810109
|
Schedule 13D/A
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Page 3 of 12 Pages
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1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Selige Co-Investor Pooling S.C.Sp
|
|
2
|
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
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE VOTING POWER
0
|
|
8 SHARED VOTING POWER
38,089,963.0
|
||
9 SOLE DISPOSITIVE POWER
0
|
||
10 SHARED DISPOSITIVE POWER
38,089,963.0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,089,963.0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.3% of ordinary shares*
|
|
14
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TYPE OF REPORTING PERSON
OO
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*
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Based on 605,956,711 ordinary shares outstanding as of October 26, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on October 29, 2020.
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CUSIP No. G21810109
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Schedule 13D/A
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castik Capital S.à r.l.
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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
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SOURCE OF FUNDS
OO
|
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5
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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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 SOLE VOTING POWER
0
|
|
8 SHARED VOTING POWER
38,089,963.0
|
||
9 SOLE DISPOSITIVE POWER
0
|
||
10 SHARED DISPOSITIVE POWER
38,089,963.0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,089,963.0
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.3% of ordinary shares*
|
|
14
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TYPE OF REPORTING PERSON
OO
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*
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Based on 605,956,711 ordinary shares outstanding as of October 26, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on October 29, 2020.
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CUSIP No. G21810109
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Schedule 13D/A
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Page 5 of 12 Pages
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(i) |
Selige Co-Investor Pooling Limited, a company organized under the laws of Jersey (“Selige”);
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(ii) |
Selige Co-Investor Pooling S.C.Sp, a société en commandite spéciale organized
under the laws of Luxembourg; and
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(iii) |
Castik Capital S.à r.l., a société à responsabilité limitée company organized
under the laws of Luxembourg (“Castik Capital”).
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CUSIP No. G21810109
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Schedule 13D/A
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Page 6 of 12 Pages
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CUSIP No. G21810109
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Schedule 13D/A
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Page 7 of 12 Pages
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CUSIP No. G21810109
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Schedule 13D/A
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Page 8 of 12 Pages
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Exhibit No.
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Description
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Exhibit 99.1
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Purchase Agreement, dated July 29, 2020, between and among Redtop Holdings Limited, Camelot U.K. Bidco Limited, Clarivate IP (US)
Holdings Corporation and Clarivate plc (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 29, 2020)*
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Exhibit 99.2
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Form of Investor Rights Agreement between and among Clarivate plc, Capri Acquisitions Topco Limited, Redtop Holdings Limited and the
other persons whose names appear on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 29, 2020)*
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Exhibit 99.3
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Form of Registration Rights Agreement between and among Clarivate plc and the other persons whose names appear on the signature pages
thereto (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 29, 2020)*
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Exhibit 99.4
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Joint Filing Agreement, dated October 13, 2020, by and among the Reporting Persons*
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* Filed with the Statement on October 13, 2020
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CUSIP No. G21810109
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Schedule 13D/A
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Page 9 of 12 Pages
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Date: February 16, 2021
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SELIGE CO-INVESTOR POOLING LIMITED
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By:
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/s/ Michal Pawlica
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Name:
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Michal Pawlica
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Title:
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Director
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Date: February 16, 2021
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SELIGE CO-INVESTOR POOLING S.C.SP
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By:
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/s/ Morgan Pacalin
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Name:
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Morgan Pacalin
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Title:
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Manager
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SELIGE CO-INVESTOR POOLING S.C.SP
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By:
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/s/ Dan Arendt
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Name:
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Dan Arendt
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Title:
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Manager
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Date: February 16, 2021
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CASTIK CAPITAL S.À R.L.
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By:
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/s/ Julia Wallon
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Name:
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Julia Wallon
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Title:
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Manager
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CASTIK CAPITAL S.À R.L.
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By:
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/s/ Dan Arendt
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Name:
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Dan Arendt
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Title:
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Manager
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CUSIP No. G21810109
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Schedule 13D/A
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Page 10 of 12 Pages
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Name and Present Position with Selige
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Citizenship
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Principal Occupation / Business Address(es)
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Paul Anderson
Director
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UK
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Head of Management Incentives of Mourant Governance Services, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
Director of Selige Co-Investor Pooling Limited, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
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Michal Pawlica
Director
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Poland
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Director, Client Services of Mourant Governance Services, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
Director of Selige Co-Investor Pooling Limited, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
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Michael Phillips
Director
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Canada
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Manager of Castik Capital S.à r.l., 1 Route
d’Esch, L-1470 Luxembourg
Director of Selige Co-Investor Pooling Limited, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
Manager of Selige Co-Investor Pooling S.C.Sp, 1 Route d’Esch, L-1470 Luxembourg
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CUSIP No. G21810109
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Schedule 13D/A
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Page 11 of 12 Pages
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Name and Present Position with Selige Co-Investor Pooling S.C.Sp
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Citizenship
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Principal Occupation / Business Address(es)
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Michael Phillips
Manager
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Canada
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Manager of Castik Capital S.à r.l., 1 Route
d’Esch, L-1470 Luxembourg
Director of Selige Co-Investor Pooling Limited, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
Manager of Selige Co-Investor Pooling S.C.Sp, 1 Route d’Esch, L-1470 Luxembourg
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Dan Arendt
Manager
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Luxembourg
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Advisory Partner of Castik Capital S.à r.l.,
1 Route d’Esch, L-1470 Luxembourg
Manager of Castik Capital S.à r.l., 1 Route
d’Esch, L-1470 Luxembourg
Manager of Selige Co-Investor Pooling S.C.Sp, 1 Route d’Esch, L-1470 Luxembourg
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Morgan Pacalin
Manager
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France
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Financial Controller of Castik Capital S.à
r.l., 1 Route d’Esch, L-1470 Luxembourg
Manager of Selige Co-Investor Pooling S.C.Sp, 1 Route d’Esch, L-1470 Luxembourg
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CUSIP No. G21810109
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Schedule 13D/A
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Page 12 of 12 Pages
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Name and Present Position with Castik Capital
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Citizenship
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Principal Occupation / Business Address(es)
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Michael Phillips
Manager and Investment Partner
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Canada
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Manager of Castik Capital S.à r.l., 1 Route
d’Esch, L-1470 Luxembourg
Director of Selige Co-Investor Pooling Limited, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
Manager of Selige Co-Investor Pooling S.C.Sp, 1 Route d’Esch, L-1470 Luxembourg
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Dan Arendt
Manager and Advisory Partner
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Luxembourg
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Advisory Partner of Castik Capital S.à r.l.,
1 Route d’Esch, L-1470 Luxembourg
Manager of Castik Capital S.à r.l., 1 Route
d’Esch, L-1470 Luxembourg
Manager of Selige Co-Investor Pooling S.C.Sp, 1 Route d’Esch, L-1470 Luxembourg
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Julia Wallon
Manager and Finance Director
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Germany
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Finance Director of Castik Capital S.à r.l.,
1 Route d’Esch, L-1470 Luxembourg
Manager of Castik Capital S.à r.l., 1 Route
d’Esch, L-1470 Luxembourg
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