SCHEDULE 13D | |
CUSIP No.: 67551U05 | Page 2 of 15 Pages |
1.
|
Names of Reporting Persons.
DIC HUNGARY KORLÁTOLT FELELŐSSÉGŰ TÁRSASÁG
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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||
3.
|
SEC Use Only
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||
4.
|
Source of Funds (See Instructions)
BK
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||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
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||
6.
|
Citizenship or Place of Organization
Cayman Islands
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||
Number of
Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power None
|
|
8.
|
Shared Voting Power 38,138,571
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||
9.
|
Sole Dispositive Power None
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||
10.
|
Shared Dispositive Power 38,138,571
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||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,138,571
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||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
43.4%
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||
14.
|
Type of Reporting Person:
OO
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SCHEDULE 13D | |
CUSIP No.: 67551U05 | Page 3 of 15 Pages |
1.
|
Names of Reporting Persons.
DIC SAHIR LIMITED
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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||
3.
|
SEC Use Only
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||
4.
|
Source of Funds (See Instructions)
BK
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
|
||
6.
|
Citizenship or Place of Organization
Cayman Islands
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power None
|
|
8.
|
Shared Voting Power 38,138,571
|
||
9.
|
Sole Dispositive Power None
|
||
10.
|
Shared Dispositive Power 38,138,571
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,138,571
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
43.4%
|
||
14.
|
Type of Reporting Person:
HC
|
SCHEDULE 13D | |
CUSIP No.: 67551U05 | Page 4 of 15 Pages |
1.
|
Names of Reporting Persons.
DUBAI INTERNATIONAL CAPITAL LLC
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
BK
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
|
||
6.
|
Citizenship or Place of Organization
Dubai
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power None
|
|
8.
|
Shared Voting Power 38,138,571
|
||
9.
|
Sole Dispositive Power None
|
||
10.
|
Shared Dispositive Power 38,138,571
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,138,571
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
43.4%
|
||
14.
|
Type of Reporting Person:
HC
|
SCHEDULE 13D | |
CUSIP No.: 67551U05 | Page 5 of 15 Pages |
1.
|
Names of Reporting Persons.
DUBAI HOLDING INVESTMENT GROUP LLC
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
BK
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
|
||
6.
|
Citizenship or Place of Organization
Dubai
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power None
|
|
8.
|
Shared Voting Power 38,138,571
|
||
9.
|
Sole Dispositive Power None
|
||
10.
|
Shared Dispositive Power 38,138,571
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,138,571
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
43.4%
|
||
14.
|
Type of Reporting Person:
HC
|
SCHEDULE 13D | |
CUSIP No.: 67551U05 | Page 6 of 15 Pages |
1.
|
Names of Reporting Persons.
DUBAI HOLDING LLC
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
BK
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
|
||
6.
|
Citizenship or Place of Organization
Dubai
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power None
|
|
8.
|
Shared Voting Power 38,138,571
|
||
9.
|
Sole Dispositive Power None
|
||
10.
|
Shared Dispositive Power 38,138,571
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,138,571
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
43.4%
|
||
14.
|
Type of Reporting Person:
HC
|
SCHEDULE 13D | |
CUSIP No.: 67551U05 | Page 7 of 15 Pages |
1.
|
Names of Reporting Persons.
HE MOHAMMAD ABDULLAH ALI AL GERGAWI
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||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
BK
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
|
||
6.
|
Citizenship or Place of Organization
United Arab Emirates
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power None
|
|
8.
|
Shared Voting Power 38,138,571
|
||
9.
|
Sole Dispositive Power None
|
||
10.
|
Shared Dispositive Power 38,138,571
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,138,571
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
43.4%
|
||
14.
|
Type of Reporting Person:
IN
|
SCHEDULE 13D | |
CUSIP No.: 67551U05 | Page 8 of 15 Pages |
1.
|
Names of Reporting Persons.
AHMAD ABDULLA JUMA BIN BYAT
|
||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of Funds (See Instructions)
BK
|
||
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
o
|
||
6.
|
Citizenship or Place of Organization
United Arab Emirates
|
||
Number of
Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole Voting Power None
|
|
8.
|
Shared Voting Power 38,138,571
|
||
9.
|
Sole Dispositive Power None
|
||
10.
|
Shared Dispositive Power 38,138,571
|
||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,138,571
|
||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
||
13.
|
Percent of Class Represented by Amount in Row (11)
43.4%
|
||
14.
|
Type of Reporting Person:
IN
|
Page 9 of 15 Pages |
Page 10 of 15 Pages |
Page 11 of 15 Pages |
Page 12 of 15 Pages |
Page 13 of 15 Pages |
Date: June 10, 2010
|
DIC Hungary Korlátolt Felelősségű Társaság | |
By: |
/s/ Jamie Nelson
|
|
Name: Jamie Nelson
|
||
Title: Authorized Signatory
|
||
DIC Sahir Limited | ||
By: |
/s/ Jamie Nelson
|
|
Name: Jamie Nelson
|
||
Title: Authorized Signatory
|
||
Dubai International Capital LLC | ||
By: |
/s/ Anand Krishnan
|
|
Name: Anand Krishnan
|
||
Title: Authorized Signatory
|
||
By: |
/s/ Jamie Nelson
|
|
Name: Jamie Nelson
|
||
Title: Authorized Signatory
|
||
Dubai Holding Investment Group LLC | ||
By: |
/s/ Ahmad Abdulla Juma Bin Byat
|
|
Name: Ahmad Abdulla Juma Bin Byat
|
||
Title: General Manager
|
||
Page 14 of 15 Pages |
Dubai Holding LLC
|
||
By: |
/s/ Mohammad Abdullah Ali Al Gergawi
|
|
Name: Mohammad Abdullah Ali Al Gergawi
|
||
Title: Executive Chairman
|
||
/s/ Mohammad Abdullah Ali Al Gergawi
|
||
Mohammad Abdullah Ali Al Gergawi
|
||
|
||
/s/ Ahmad Abdulla Juma Bin Byat | ||
Ahmad Abdulla Juma Bin Byat
|
||
Page 15 of 15 Pages |
No.
|
|
1.
|
Joint Filing Agreement, dated as of December 5, 2007. (Filed as Exhibit 1 to the Schedule 13D filed by the Reporting Persons on January 18, 2008 (File No. 005-83398) and incorporated herein by reference).
|
2.
|
Securities Purchase and Investment Agreement, dated as of October 29, 2007, among the Issuer, DIC and DIC Sahir. (Filed as Exhibit 10.16 to the Issuer’s registration statement on Form S-1 (File No. 333-144256) and incorporated herein by reference.)
|
3.
|
Loan Agreement between DHIG and Morgan Stanley Bank International Limited concluded on or about November 15, 2007.*
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4.
|
Registration Rights Agreement, dated as of November 19, 2007, between the Issuer and DIC Sahir. (Filed as Exhibit 4 to the Schedule 13D filed by the Reporting Persons on January 18, 2008 (File No. 005-83398) and incorporated herein by reference.)
|
5.
|
Joinder to Joint Filing Agreement, dated as of June 10, 2010, executed by DIC Hungary Korlátolt Felelősségű Társaság and Mr Bin Byat.
|