UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Clarivate Plc
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(Name of Issuer)
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Ordinary Shares
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(Title of Class of Securities)
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G21810109
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(CUSIP Number)
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December 31, 2019
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(Date of Event Which Requires Filing of this Statement)
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[ ]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[X]
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Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSON
Elgin Investment Holdings 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
British Virgin Islands
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||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5
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SOLE VOTING POWER
0
|
|
6
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SHARED VOTING POWER
27,773,769 *
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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
27,773,769 *
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||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,773,769 *
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||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% **
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||
12
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TYPE OF REPORTING PERSON
CO
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1
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NAMES OF REPORTING PERSON
Elgin Aggregator, 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: |
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
27,773,769 *
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
27,773,769 *
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,773,769 *
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% **
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||
12
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TYPE OF REPORTING PERSON
PN
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1
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NAMES OF REPORTING PERSON
Baring Private Equity Asia GP VI, L.P.
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3
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SEC USE ONLY
|
||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
27,773,769 *
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
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SHARED DISPOSITIVE POWER
27,773,769 *
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,773,769 *
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% **
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||
12
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TYPE OF REPORTING PERSON
PN
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1
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NAMES OF REPORTING PERSON
Baring Private Equity Asia GP VI Limited
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
3
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SEC USE ONLY
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||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
27,773,769 *
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
27,773,769 *
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,773,769 *
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% **
|
||
12
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TYPE OF REPORTING PERSON
CO
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1
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NAMES OF REPORTING PERSON
Jean Eric Salata
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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
Chile
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
27,773,769 *
|
||
7
|
SOLE DISPOSITIVE POWER
0
|
||
8
|
SHARED DISPOSITIVE POWER
27,773,769 *
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,773,769 *
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2% **
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||
12
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TYPE OF REPORTING PERSON
IN
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Item 1(a)
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Name of Issuer
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Clarivate Plc
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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Friars House, 160 Blackfriars Road
London SE1 8EZ
United Kingdom
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Item 2(a)
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Name of Person Filing
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This statement is filed on behalf of the following (each, a “Reporting Person”):
(i) Elgin Investment Holdings Limited;
(ii) Elgin Aggregator, L.P.;
(iii) Baring Private Equity Asia GP VI, L.P.;
(iv) Baring Private Equity Asia GP VI Limited; and
(v) Jean Eric Salata.
The relationships among the Reporting Persons is described in Item 4 of this statement.
The Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.
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Item 2(b)
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Address or Principal Business Office, or, if None, Residence
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9 Raffles Place
#26-01 Republic Plaza
Singapore 048619
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Item 2(c)
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Citizenship or Place of Organization
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(i) Elgin Investment Holdings Limited: British Virgin Islands
(ii) Elgin Aggregator, L.P.: Cayman Islands
(iii) Baring Private Equity Asia GP VI, L.P.: Cayman Islands
(iv) Baring Private Equity Asia GP VI Limited: Cayman Islands
(v) Jean Eric Salata: Chile
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Item 2(d)
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Title of Class of Securities
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Ordinary Shares of no par value
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Item 2(e)
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CUSIP No.
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G21810109
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Item 3
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For Statements Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c)
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Not applicable
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Item 4
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Ownership
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The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G.
Elgin Investment Holdings Limited is the record holder of the Ordinary Shares reported herein. The sole shareholder of Elgin Investment Holdings Limited is Elgin Aggregator, L.P. The general partner of Elgin
Aggregator, L.P. is Baring Private Equity Asia GP VI, L.P. The general partner of Baring Private Equity Asia GP VI, L.P. is Baring Private Equity Asia GP VI Limited. The sole shareholder of Baring Private Equity Asia GP VI Limited is Jean
Eric Salata. As the sole shareholder of Baring Private Equity Asia GP VI Limited, Jean Eric Salata may be deemed to have voting and dispositive power with respect to the Ordinary Shares beneficially owned as described herein, but he
disclaims beneficial ownership of such shares.
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Item 5
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Ownership of Five Percent or Less of a Class
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Not applicable
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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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ELGIN INVESTMENT HOLDINGS LIMITED
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|||
By:
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VSG Corporate Limited, Director
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By:
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/s/ Caroline Baker
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Name:
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Caroline Baker
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Title:
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Director
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ELGIN AGGREGATOR, L.P.
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By:
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Baring Private Equity Asia GP VI, L.P., its General Partner
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By:
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Baring Private Equity Asia GP VI Limited, its General Partner
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By:
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/s/ Tek Yok Hua
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Name:
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Tek Yok Hua
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Title:
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Director
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BARING PRIVATE EQUITY ASIA GP VI, L.P.
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By:
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Baring Private Equity Asia GP VI Limited, its
General Partner |
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By:
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/s/ Tek Yok Hua
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Name:
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Tek Yok Hua
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Title:
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Director
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BARING PRIVATE EQUITY ASIA GP VI LIMITED
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By:
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/s/ Tek Yok Hua
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Name:
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Tek Yok Hua
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Title:
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Director
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JEAN ERIC SALATA
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By:
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/s/ Jean Eric Salata
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Name:
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Jean Eric Salata
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ELGIN INVESTMENT HOLDINGS LIMITED
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By:
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VSG Corporate Limited, Director
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By:
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/s/ Caroline Baker
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Name:
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Caroline Baker
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Title:
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Director
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ELGIN AGGREGATOR, L.P.
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By:
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Baring Private Equity Asia GP VI, L.P., its General Partner
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By:
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Baring Private Equity Asia GP VI Limited, its General Partner
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By:
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/s/ Tek Yok Hua
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Name:
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Tek Yok Hua
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Title:
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Director
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BARING PRIVATE EQUITY ASIA GP VI, L.P.
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|||
By:
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Baring Private Equity Asia GP VI Limited, its
General Partner |
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By:
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/s/ Tek Yok Hua
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Name:
|
Tek Yok Hua
|
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Title:
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Director
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BARING PRIVATE EQUITY ASIA GP VI LIMITED
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|||
By:
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/s/ Tek Yok Hua
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Name:
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Tek Yok Hua
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Title:
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Director
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JEAN ERIC SALATA
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By:
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/s/ Jean Eric Salata
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Name:
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Jean Eric Salata
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