UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Global Ship Lease, Inc.
(Name of Issuer)
Class A Common Shares, par value $0.01 per share
(Title of Class of Securities)
Y27183105
(CUSIP Number)
August 14, 2008
(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)
[X] Rule 13d-1(c)
[ ] 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 espect 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 on 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 20 Pages
Exhibit Index: Page 15
|
CUSIP NO. Y27183105 |
Page 2 of 20 Pages |
|
1 |
Names of Reporting Persons |
I.R.S. Identification Nos. of above persons (entities only)
|
|
SOROS STRATEGIC PARTNERS LP |
|
2 |
Check the Appropriate Box If a Member of a Group (See Instructions) |
|
|
a. |
[ ] |
|
|
b. |
[ x ] |
|
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
DELAWARE
|
|
5 |
Sole Voting Power |
|
Number of Shares |
|
3,750,000 |
|
Beneficially Owned By Each |
6 |
Shared Voting Power 0 |
|
Reporting Person With |
7 |
Sole Dispositive Power 3,750,000 |
|
|
8 |
Shared Dispositive Power |
|
|
|
0 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
3,750,000
|
10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain |
Shares (See Instructions)
|
|
[ |
] |
|
11 |
Percent of Class Represented By Amount in Row (9) |
11.29%
|
12 |
Type of Reporting Person (See Instructions) |
|
|
PN |
|
CUSIP NO. Y27183105 |
Page 3 of 20 Pages |
|
1 |
Names of Reporting Persons |
I.R.S. Identification Nos. of above persons (entities only)
|
|
SFM PARTICIPATION II, LLC |
|
2 |
Check the Appropriate Box If a Member of a Group (See Instructions) |
|
|
a. |
[ ] |
|
|
b. |
[ x ] |
|
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
NEVIS
|
|
5 |
Sole Voting Power |
|
Number of Shares |
|
3,750,000 |
|
Beneficially Owned By Each |
6 |
Shared Voting Power 0 |
|
Reporting Person With |
7 |
Sole Dispositive Power 3,750,000 |
|
|
8 |
Shared Dispositive Power |
|
|
|
0 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
3,750,000
|
10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain |
Shares (See Instructions)
|
|
[ |
] |
|
11 |
Percent of Class Represented By Amount in Row (9) |
11.29%
|
12 |
Type of Reporting Person (See Instructions) |
|
|
PN |
|
CUSIP NO. Y27183105 |
Page 4 of 20 Pages |
|
1 |
Names of Reporting Persons |
I.R.S. Identification Nos. of above persons (entities only)
|
|
SFM AH LLC |
|
2 |
Check the Appropriate Box If a Member of a Group (See Instructions) |
|
|
a. |
[ ] |
|
|
b. |
[ x ] |
|
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
DELAWARE
|
|
5 |
Sole Voting Power |
|
Number of Shares |
|
3,750,000 |
|
Beneficially Owned By Each |
6 |
Shared Voting Power 0 |
|
Reporting Person With |
7 |
Sole Dispositive Power 3,750,000 |
|
|
8 |
Shared Dispositive Power |
|
|
|
0 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
3,750,000
|
10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain |
Shares (See Instructions)
|
|
[ |
] |
|
11 |
Percent of Class Represented By Amount in Row (9) |
11.29%
|
12 |
Type of Reporting Person (See Instructions) |
|
|
OO |
|
CUSIP NO. Y27183105 |
Page 5 of 20 Pages |
|
1 |
Names of Reporting Persons |
I.R.S. Identification Nos. of above persons (entities only)
|
|
SOROS FUND MANAGEMENT LLC |
|
2 |
Check the Appropriate Box If a Member of a Group (See Instructions) |
|
|
a. |
[ ] |
|
|
b. |
[ x ] |
|
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
DELAWARE
|
|
5 |
Sole Voting Power |
|
Number of Shares |
|
3,750,000 |
|
Beneficially Owned By Each |
6 |
Shared Voting Power 0 |
|
Reporting Person With |
7 |
Sole Dispositive Power 3,750,000 |
|
|
8 |
Shared Dispositive Power |
|
|
|
0 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
3,750,000
|
10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain |
Shares (See Instructions)
|
|
[ |
] |
|
11 |
Percent of Class Represented By Amount in Row (9) |
11.29%
|
12 |
Type of Reporting Person (See Instructions) |
|
|
OO, IA |
|
CUSIP NO. Y27183105 |
Page 6 of 20 Pages |
|
1 |
Names of Reporting Persons |
I.R.S. Identification Nos. of above persons (entities only)
|
|
GEORGE SOROS |
|
2 |
Check the Appropriate Box If a Member of a Group (See Instructions) |
|
|
a. |
[ ] |
|
|
b. |
[ x ] |
|
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
UNITED STATES
|
|
5 |
Sole Voting Power |
|
Number of Shares |
|
0 |
|
Beneficially Owned By Each |
6 |
Shared Voting Power 3,750,000 |
|
Reporting Person With |
7 |
Sole Dispositive Power 0 |
|
|
8 |
Shared Dispositive Power |
|
|
|
3,750,000 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
3,750,000
|
10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain |
Shares (See Instructions)
|
|
[ |
] |
|
11 |
Percent of Class Represented By Amount in Row (9) |
11.29%
|
12 |
Type of Reporting Person (See Instructions) |
|
|
IA |
|
CUSIP NO. Y27183105 |
Page 7 of 20 Pages |
|
1 |
Names of Reporting Persons |
I.R.S. Identification Nos. of above persons (entities only)
|
|
ROBERT SOROS |
|
2 |
Check the Appropriate Box If a Member of a Group (See Instructions) |
|
|
a. |
[ ] |
|
|
b. |
[ x ] |
|
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
UNITED STATES
|
|
5 |
Sole Voting Power |
|
Number of Shares |
|
0 |
|
Beneficially Owned By Each |
6 |
Shared Voting Power 3,750,000 |
|
Reporting Person With |
7 |
Sole Dispositive Power 0 |
|
|
8 |
Shared Dispositive Power |
|
|
|
3,750,000 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
3,750,000
|
10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain |
Shares (See Instructions)
|
|
[ |
] |
|
11 |
Percent of Class Represented By Amount in Row (9) |
11.29%
|
12 |
Type of Reporting Person (See Instructions) |
|
|
IA |
|
CUSIP NO. Y27183105 |
Page 8 of 20 Pages |
|
1 |
Names of Reporting Persons |
I.R.S. Identification Nos. of above persons (entities only)
|
|
JONATHAN SOROS |
|
2 |
Check the Appropriate Box If a Member of a Group (See Instructions) |
|
|
a. |
[ ] |
|
|
b. |
[ x ] |
|
3 |
SEC Use Only |
|
4 |
Citizenship or Place of Organization |
UNITED STATES
|
|
5 |
Sole Voting Power |
|
Number of Shares |
|
0 |
|
Beneficially Owned By Each |
6 |
Shared Voting Power 3,750,000 |
|
Reporting Person With |
7 |
Sole Dispositive Power 0 |
|
|
8 |
Shared Dispositive Power |
|
|
|
3,750,000 |
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
3,750,000
|
10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain |
Shares (See Instructions)
|
|
[ |
] |
|
11 |
Percent of Class Represented By Amount in Row (9) |
11.29%
|
12 |
Type of Reporting Person (See Instructions) |
|
|
IA |
|
CUSIP NO. Y27183105 |
Page 9 of 20 Pages |
|
Item |
1(a) |
Name of Issuer: Global Ship Lease, Inc. (the "Issuer"). |
|
|
1(b) |
Address of the Issuer's Principal Executive Offices: |
|
|
c/o 10 Greycoat Place |
|
|
London SW1P 1SB |
|
|
United Kingdom |
|
Item |
2(a) |
Name of Person Filing |
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
|
i) |
Soros Strategic Partners LP; |
|
|
ii) |
SFM Participation II, LLC; |
|
|
iii) |
SFM AH LLC; |
|
|
iv) |
Soros Fund Management LLC; |
|
|
v) |
George Soros; |
|
|
vi) |
Robert Soros; and |
|
|
vii) |
Jonathan Soros. |
|
Item |
2(b) |
Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
|
Item |
2(c) |
Citizenship: |
|
|
i) |
Soros Strategic Partners LP is a Delaware limited partnership; |
|
|
ii) |
SFM Participation II, LLC is a Nevis limited liability company; |
|
|
iii) |
SFM AH LLC is a Delaware limited liability company; |
|
|
iv) |
Soros Fund Management LLC is a Delaware limited liability company; |
|
|
v) |
George Soros is a United States citizen; |
|
|
vi) |
Robert Soros is a United States citizen; and |
|
|
vii) |
Jonathan Soros is a United States citizen. |
|
CUSIP NO. Y27183105 |
Page 10 of 20 Pages |
|
Item |
2(d) |
Title of Class of Securities: |
Class A Common Shares, par value $0.01 per share (the “Shares”).
|
Item |
2(e) |
CUSIP Number: |
Y27183105
|
Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
This Item 3 is not applicable.
|
Item |
4. |
Ownership: |
|
Item |
4(a) |
Amount Beneficially Owned: |
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 3,750,000 units consisting of a Share and a warrant to purchase a Share. The warrants are not exercisable until a registration statement under the Securities Act of 1933 with respect to the Shares underlying the warrants has been declared effective by the Securities and Exchange Commission and a prospectus is available for delivery by the Issuer.
|
Item |
4(b) |
Percent of Class: |
Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 11.29% of the total number of Shares outstanding.
|
Item |
4(c) |
Number of shares as to which such person has: |
|
Soros Strategic Partners LP |
||
|
(i) |
Sole power to vote or direct the vote: |
3,750,000 |
|
(ii) |
Shared power to vote or to direct the vote |
0 |
|
(iii) |
Sole power to dispose or to direct the disposition of |
3,750,000 |
|
(iv) |
Shared power to dispose or to direct the disposition of |
0 |
|
SFM Participation II, LLC |
||
|
(i) |
Sole power to vote or direct the vote: |
3,750,000 |
|
(ii) |
Shared power to vote or to direct the vote |
0 |
|
(iii) |
Sole power to dispose or to direct the disposition of |
3,750,000 |
|
(iv) |
Shared power to dispose or to direct the disposition of |
0 |
|
CUSIP NO. Y27183105 |
Page 11 of 20 Pages |
|
SFM AH LLC |
||
|
(i) |
Sole power to vote or direct the vote: |
3,750,000 |
|
(ii) |
Shared power to vote or to direct the vote |
0 |
|
(iii) |
Sole power to dispose or to direct the disposition of |
3,750,000 |
|
(iv) |
Shared power to dispose or to direct the disposition of |
0 |
|
Soros Fund Management LLC |
||
|
(i) |
Sole power to vote or direct the vote: |
3,750,000 |
|
(ii) |
Shared power to vote or to direct the vote |
0 |
|
(iii) |
Sole power to dispose or to direct the disposition of |
3,750,000 |
|
(iv) |
Shared power to dispose or to direct the disposition of |
0 |
|
George Soros |
||
|
(i) |
Sole power to vote or direct the vote: |
0 |
|
(ii) |
Shared power to vote or to direct the vote |
3,750,000 |
|
(iii) |
Sole power to dispose or to direct the disposition of |
0 |
|
(iv) |
Shared power to dispose or to direct the disposition of |
3,750,000 |
|
Robert Soros |
||
|
(i) |
Sole power to vote or direct the vote: |
0 |
|
(ii) |
Shared power to vote or to direct the vote |
3,750,000 |
|
(iii) |
Sole power to dispose or to direct the disposition of |
0 |
|
(iv) |
Shared power to dispose or to direct the disposition of |
3,750,000 |
|
Jonathan Soros |
||
|
(i) |
Sole power to vote or direct the vote: |
0 |
|
(ii) |
Shared power to vote or to direct the vote |
3,750,000 |
|
(iii) |
Sole power to dispose or to direct the disposition of |
0 |
|
(iv) |
Shared power to dispose or to direct the disposition of |
3,750,000 |
|
Item |
5. |
Ownership of Five Percent or Less of a Class: |
This Item 5 is not applicable.
|
Item |
6. |
Ownership of More than Five Percent on Behalf of Another Person: |
The partners of Soros Strategic Partners LP (“SSP”), including Quantum Partners LDC, a Cayman Islands limited duration company, have the right to participate in the receipt of dividends from,
|
CUSIP NO. Y27183105 |
Page 12 of 20 Pages |
or proceeds from the sale of, the Shares held for the account of SSP in accordance with their partnership interest in SSP.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
This Item 7 is not applicable.
|
Item |
8. |
Identification and Classification of Members of the Group: |
This Item 8 is not applicable.
|
Item |
9. |
Notice of Dissolution of Group: |
This Item 9 is not applicable.
|
Item |
10. |
Certification: |
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
CUSIP NO. Y27183105 |
Page 13 of 20 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
Date: August 25, 2008 |
SOROS STRATEGIC PARTNERS LP |
|
|
|
|
|
|
|
By: |
SFM PARTICIPATION II, LLC General Partner |
|
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|
|
|
|
By: |
SFM AH LLC Managing Member |
|
|
|
|
|
|
By: |
Soros Fund Management LLC Managing Member |
|
|
|
|
|
|
By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Assistant General Counsel |
|
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|
|
|
Date: August 25, 2008 |
SFM PARTICIPATION II, LLC |
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By: |
SFM AH LLC Managing Member |
|
|
|
|
|
|
By: |
Soros Fund Management LLC Managing Member |
|
|
|
|
|
|
By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Assistant General Counsel |
|
|
|
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Date: August 25, 2008 |
SFM AH LLC |
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|
|
|
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By: |
Soros Fund Management LLC Managing Member |
|
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|
|
|
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By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
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Title: Assistant General Counsel |
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Date: August 25, 2008 |
SOROS FUND MANAGEMENT LLC |
|
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|
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By: |
/s/ Jodye Anzalotta |
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|
Name: Jodye Anzalotta |
|
|
|
Title: Assistant General Counsel |
|
CUSIP NO. Y27183105 |
Page 14 of 20 Pages |
|
Date: August 25, 2008 |
GEORGE SOROS |
|
|
|
|
|
|
|
By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Attorney-in-fact |
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Date: August 25, 2008 |
ROBERT SOROS |
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|
|
|
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|
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By: |
/s/ Jodye Anzalotta |
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|
|
Name: Jodye Anzalotta |
|
|
|
Title: Attorney-in-fact |
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Date: August 25, 2008 |
JONATHAN SOROS |
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|
|
|
|
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By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Attorney-in-fact |
|
CUSIP NO. Y27183105 |
Page 15 of 20 Pages |
EXHIBIT INDEX
Page No.
|
A. |
Joint Filing Agreement, dated as of August 25, 2008, by and between Soros Strategic Partners LP, SFM Participation II, LLC, SFM AH LLC, Soros Fund Management LLC, George Soros, Robert Soros, and Jonathan Soros |
|
|
B. |
Power of Attorney, dated as of June 16, 2005, granted by George Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and Robert Soros |
18 |
|
|
|
|
|
|
|
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CUSIP NO. Y27183105 |
Page 16 of 20 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Shares, par value $0.01 per share, of Global Ship Lease, Inc., dated as of August 25, 2008, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
|
Date: August 25, 2008 |
SOROS STRATEGIC PARTNERS LP |
|
|
|
|
|
|
|
By: |
SFM PARTICIPATION II, LLC General Partner |
|
|
|
|
|
|
By: |
SFM AH LLC Managing Member |
|
|
|
|
|
|
By: |
Soros Fund Management LLC Managing Member |
|
|
|
|
|
|
By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Assistant General Counsel |
|
|
|
|
|
Date: August 25, 2008 |
SFM PARTICIPATION II, LLC |
|
|
|
|
|
|
|
By: |
SFM AH LLC Managing Member |
|
|
|
|
|
|
By: |
Soros Fund Management LLC Managing Member |
|
|
|
|
|
|
By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Assistant General Counsel |
|
|
|
|
|
Date: August 25, 2008 |
SFM AH LLC |
|
|
|
|
|
|
|
By: |
Soros Fund Management LLC Managing Member |
|
|
|
|
|
|
By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Assistant General Counsel |
|
|
|
|
|
|
|
|
|
|
|
|
|
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CUSIP NO. Y27183105 |
Page 17 of 20 Pages |
|
Date: August 25, 2008 |
SOROS FUND MANAGEMENT LLC |
|
|
|
|
|
|
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By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Assistant General Counsel |
|
|
|
|
|
Date: August 25, 2008 |
GEORGE SOROS |
|
|
|
|
|
|
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By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Attorney-in-fact |
|
|
|
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Date: August 25, 2008 |
ROBERT SOROS |
|
|
|
|
|
|
|
By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Attorney-in-fact |
|
|
|
|
|
Date: August 25, 2008 |
JONATHAN SOROS |
|
|
|
|
|
|
|
By: |
/s/ Jodye Anzalotta |
|
|
|
Name: Jodye Anzalotta |
|
|
|
Title: Attorney-in-fact |
|
CUSIP NO. Y27183105 |
Page 18 of 20 Pages |
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and ROBERT SOROS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of Attorney dated as of the 11th March 2005 with respect to the same matters addressed above.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of June 2005.
GEORGE SOROS
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/s/ Daniel Eule |
Daniel Eule
Attorney-in-Fact for George Soros
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CUSIP NO. Y27183105 |
Page 19 of 20 Pages |
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of October 2007.
ROBERT SOROS
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/s/ Robert Soros |
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CUSIP NO. Y27183105 |
Page 20 of 20 Pages |
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President and Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC (“SFM LLC”) and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day of October 2007.
JONATHAN SOROS
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/s/ Jonathan Soros |