EARLY RESULTS
ANNOUNCEMENT
THIS
ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018.
FOR
DISTRIBUTION ONLY TO PERSONS WHO ARE OUTSIDE THE UNITED STATES AND
TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF
THE UNITED STATES SECURITIES ACT OF 1933). NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR
RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
Date: 4 November 2024
Early Results Announcement and
cancellation of the Meeting of Certificateholders
in respect of the Offer and the Consent Solicitation
by
GFH FINANCIAL GROUP
B.S.C.
("GFH" and the "Obligor")
to each holder of
the
U.S.$500,000,000 Certificates due
2025
(issued in two tranches of
U.S.$300,000,000 and U.S.$200,000,000
on 28 January 2020 and 8 June 2020,
respectively)
issued by
GFH Sukuk Company
Limited
(the "Issuer" and the "Trustee")
(ISIN: XS2100582142; Common Code:
210058214)
(the "Certificates")
On 21 October 2024, GFH announced an invitation
to each holder of the Certificates (each, a "Certificateholder" and, collectively,
the "Certificateholders")
to offer to purchase for cash (the "Offer") any and all of the Issuer's
outstanding Certificates, upon the terms and subject to the
conditions set out in the tender and consent solicitation
memorandum dated 21 October 2024 (the "Tender and Consent Solicitation
Memorandum").
Concurrently with the Offer, GFH also announced
an invitation to each Certificateholder to consent to certain
modifications of the Conditions of the Certificates (the
"Consent Solicitation")
providing for the insertion of a new condition entitling GFH to
redeem all or some only of the outstanding Certificates at any time
(the "Proposed Amendment").
The Consent Solicitation is subject to approval by an extraordinary
resolution (the "Extraordinary
Resolution"), all as further set out in the Tender and
Consent Solicitation Memorandum.
The Extraordinary Resolution was proposed to be
approved by the Certificateholders by way of Electronic Consent,
or, where the Extraordinary Resolution has not been approved by
Electronic Consent by the Early Deadline, at a meeting of the
Certificateholders (the "Meeting") via videoconference, as further
described in the Tender and Consent Solicitation
Memorandum.
The Early Deadline occurred at 10:00 a.m.
(London Time) on 1 November 2024.
Capitalised terms used in this announcement but
not defined have the meanings given to them in the Tender and
Consent Solicitation Memorandum.
Results of the Electronic Consent and
cancellation of the Meeting
NOTICE IS
HEREBY GIVEN to Certificateholders
that:
(i) in
relation to the Offer, as of the Early Deadline, the aggregate face
amount of Certificates validly tendered was
U.S.$408,412,000 (representing
81.68 per cent. of U.S.$500,000,000 aggregate
face amount of Certificates);
(ii)
in relation to the Consent Solicitation:
a. as of the Early Deadline,
Consent Instructions in favour of the Proposed Amendment where
received in respect of U.S.$145,252,000
in aggregate face amount of the Certificates for the time
being deemed to be outstanding for the purposes of calculating
thresholds in respect of the Consent Solicitation (being
U.S.$233,840,000). This represents 62.12
per cent. of the aggregate face amount of the Certificates
outstanding for this purpose, and therefore does not meet the
threshold of 75 per cent. in aggregate face amount as would be
required to pass the Extraordinary Resolution by way of Electronic
Consent;
b. in addition to the votes "in
favour" received from holders, Consent Instructions abstaining from
voting were received from holders of U.S.$400,000 in aggregate face
amount of Certificates outstanding and no votes "against" were
received;
c. GFH has decided to cancel the
Meeting which was announced on 21 October 2024 and scheduled to be
convened and held at 10 a.m. (London Time) on 12 November 2024,
accordingly GFH hereby gives notice that such Meeting shall be
cancelled and shall not be convened; and
(iii) in
relation to the Offer, the New Financing Condition has been
satisfied.
Accordingly, GFH has elected to accept for
purchase and settle all Certificates validly tendered in the Offer
as of the Early Deadline, representing
U.S.$408,412,000 in aggregate face amount
of Certificates. GFH hereby announces that the Early Settlement
Date shall be 6 November 2024, upon which date payment of the
applicable Early Tender Consideration and Due Periodic Distribution
Amounts up to (but excluding) the Early Settlement Date shall be
made to the relevant Certificateholders. Following the Early
Settlement Date on 6 November 2024, U.S.$91,588,000 in aggregate
face amount of Certificates will remain outstanding. The
Extraordinary Resolution, and accordingly the Proposed Amendment,
shall not proceed.
As soon as reasonably practicable after the
Expiration Date (which Expiration Date is due to occur at 4:00 p.m.
(London Time) on 7 November 2024, unless extended or amended) GFH
will announce (a) the aggregate face amount of Certificates validly
tendered in the Offer as of the Expiration Date; and (b) whether or
not GFH elects to settle on the Late Settlement Date in respect of
any further relevant Certificateholders who submit their Tender
Instructions after the Early Deadline but on or prior to the
Expiration Date. GFH will provide an updated results announcement
as soon as reasonably practicable after the Expiration Date,
expected to be on or around 8 November 2024. Certificateholders who
validly tender their Certificates after the Early Deadline but on
or prior to the Expiration Date are, if so accepted for purchase,
eligible to receive the Late Tender Consideration of U.S.$1,000 per
U.S.$1,000 in aggregate face amount of such Certificates together
with Due Periodic Distribution Amounts up to (but excluding) the
Late Settlement Date.
The Consent Solicitation, and accordingly the
Proposed Amendment, shall not proceed.
The Offer is being made upon the terms and
subject to the conditions set forth in the Tender and Consent
Solicitation Memorandum. Certificateholders should refer to the
full terms and conditions of the Offer and the Consent Solicitation
set out in the Tender and Consent Solicitation Memorandum. All
documentation related to the Offer and the Consent Solicitation are
available on (https://projects.sodali.com/gfh)
(the "Transaction
Website"), subject to registration and eligibility
confirmation.
Sodali & Co is the Information, Tender and
Tabulation Agent.
Information, Tender and Tabulation
Agent
Sodali & Co
You may also contact your broker, dealer,
commercial bank, custodian, trust company or other nominee for
assistance concerning the Offer and the Consent
Solicitation.
Any questions regarding the terms of the Offer
and the Consent Solicitation should be directed to the Solicitation
Agents and Dealer Managers at the details set forth
below:
SOLICITATION AGENTS AND
DEALER MANAGERS
Emirates NBD Bank
PJSC c/o Emirates NBD Capital
Limited
L07-04
Level 7, ICD Brookfield Place DIFC, Dubai, UAE
|
J.P. Morgan Securities
plc
|
Standard Chartered
Bank 1 Basinghall Avenue
London EC2V 5DD
|
25 Bank
Street
Canary Wharf
London E14 5JP
|
|
|
|
|
|
Telephone: +971 4 303 2800
|
Telephone: + 44 20 7134 2468
|
Telephone: +44 20 7885 5739
|
Email:
dcmsf@emiratesnbd.com
|
Email:
em_europe_lm@jpmorgan.com
|
Email:
Liability_Management@sc.com
|
|
|
|
This
announcement is released by GFH Financial Group B.S.C. and contains
information that may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (UK MAR) For the purposes of UK MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, this announcement is made by Salah Sharif,
Chief Operating Officer of GFH Financial Group
B.S.C.
THIS
ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE, A SOLICITATION OF AN
OFFER TO PURCHASE, AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO SELL THE CERTIFICATES OR AN OFFER OR SOLICITATION TO OTHERWISE
PARTICIPATE IN THE CONSENT SOLICITATION. AN OFFER OR INVITATION TO
PARTICIPATE IN THE CONSENT SOLICIATION MAY ONLY BE MADE PURSUANT TO
THE TERMS OF THE TENDER AND CONSENT SOLICITATION
MEMORANDUM.
This
announcement contain important information, which should be read
carefully before any decision is made with respect to the Offer
and/or Consent Solicitation. In relation to the Consent
Solicitation, this announcement must be read in conjunction with
the Tender and Consent Solicitation Memorandum. If any holder of
Certificates is in any doubt as to the action it should take, it is
recommended to seek its own advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.
None of GFH,
the Issuer, the Solicitation Agents and Dealer Managers, the
Information, Tender and Tabulation Agent, the Delegate or any of
their respective directors, officers, employees, agents or
affiliates is acting for any Certificateholder, or will be
responsible to any Certificateholder for providing any protections
which would be afforded to its clients or for providing advice in
relation to the Offer and/or the Consent Solicitation, and
accordingly none of the Obligor, the Issuer, the Solicitation
Agents and Dealer Managers, the Information, Tender and Tabulation
Agent, the Delegate or any director, officer, employee, agent or
affiliate of any such person, makes any recommendation whether
Certificateholders should participate in the Offer and/or Consent
Solicitation and neither the Information, Tender and Tabulation
Agent nor any of its directors, officers, employees, agents or
affiliates, makes any representation whatsoever regarding the Offer
and/or Consent Solicitation.
DISTRIBUTION
RESTRICTIONS
This announcement does not constitute an
invitation to participate in the Offer and/or Consent Solicitation
in any jurisdiction in which, or to any person to whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement or the Tender
and Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions.
No action has been or will be taken in any
jurisdiction by GFH, the Issuer, the Solicitation Agents and Dealer
Managers or the Information, Tender and Tabulation Agent in
relation to the Offer or the Consent Solicitation that would permit
a public offering of securities.
Belgium
None of this announcement, the Tender and
Consent Solicitation Memorandum or any brochure or any other
document relating to the Tender and Consent Solicitation Memorandum
have been, or will be, submitted or notified to, or approved by,
the Financial Services and Markets Authority ("Autorité des services et marches
financiers/Autoriteit voor Financiele Diensten en Markten").
The Offer is not being made in Belgium by way of a public offering
within the meaning of Article 3 of the Belgian Law of 1 April 2007
on public takeover bids ("loi
relative aux offres publiques d'acquisition/wet op de openbare
overnamebiedingen"), as amended from time to time.
Accordingly, the Offer may not be, and is not being, advertised and
the Offer will not be extended and the Tender and Consent
Solicitation Memorandum and any brochure or any other documents
relating to the Tender and Consent Solicitation Memorandum have
not, and will not, be distributed, directly or indirectly, to any
person in Belgium other than to "qualified investors"
("investisseur
qualifié/gekwalificeerde belegger") within the meaning of
Articles 3, §1, 1° and 6 of the Belgian Law of 16 June 2006 on the
public offering of securities and the admission of securities to
trading on a regulated market (as amended from time to time). The
Offer is made only to qualified investors, as this term is defined
above. Accordingly, the information contained in the Tender and
Consent Solicitation Memorandum or in any brochure or any other
document relating to the Tender and Consent Solicitation Memorandum
may not be used for any other purpose or disclosed or distributed
to any other person in Belgium.
Cayman
Islands
This announcement and the Tender and Consent
Solicitation Memorandum have not been made nor will be made,
whether directly or indirectly, to any member of the public in the
Cayman Islands.
France
This announcement and the Tender and Consent
Solicitation Memorandum, as well as any other offering materials
relating to the Offer, have not been distributed or caused to be
distributed and will not be distributed or caused to be distributed
to the public in France; the Offer and distributions have not been
and shall not be made, directly or indirectly, to the public in
France. Only qualified investors (investisseurs qualifies) acting for
their own account, other than individuals, (each, for the purposes
of this paragraph, a "Qualified
Investor") as defined in Articles L. 411-1, L. 411-2 and D.
411-1, of the French Code monétaire et financier and other
applicable regulations will be entitled to tender the Certificates.
None of the Tender and Consent Solicitation Memorandum or any other
such offering materials has been submitted for clearance to the
Autorité des marchés financiers. By tendering Certificates, an
investor resident and/or located in France will be deemed to
represent and warrant to GFH, the Issuer, the Delegate, the Agents,
the Solicitation Agents and Dealer Managers and the Information,
Tender and Tabulation Agent that it is a Qualified
Investor.
Italy
None of the Offer, this announcement, the
Tender and Consent Solicitation Memorandum or any other documents
or materials relating to the Offer have been or will be submitted
to the clearance procedure of the Commissione Nazionale per le
Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic
of Italy as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998 (as amended) (the "Financial
Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999 (as amended).
Accordingly, Certificateholders, or beneficial
owners of the Certificates located in the Republic of Italy, can
tender some or all of their Certificates pursuant to the Offer
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993 (as
amended)) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the
applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Certificates, the
Offer.
Hong
Kong
The contents of this announcement and the
Tender and Consent Solicitation Memorandum have not been reviewed
by any regulatory authority in Hong Kong. Certificateholders should
exercise caution in relation to the Offer. If a Certificateholder
is in any doubt about any of the contents of this announcement or
the Tender and Consent Solicitation Memorandum, such
Certificateholder should obtain independent professional
advice.
The Offer has not been made and will not be
made in Hong Kong, by means of any document other than: (i) to
"professional investors" as defined in the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO") and any rules made under the SFO;
or (ii) in other circumstances which do not result in the document
being a "prospectus" as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong) ("C(WUMP)O") or which
do not constitute an offer to the public within the meaning of
C(WUMP)O.
Further, no person has issued or had in its
possession for the purposes of issue, or will issue or have in its
possession for the purposes of issue, whether in Hong Kong or
elsewhere, any advertisement, invitation or document relating to
the Offer, which is directed at, or the contents of which are
likely to be accessed or read by, the public in Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other
than with respect to the Offer which is or is intended to be made
only to persons outside Hong Kong or only to "professional
investors" as defined in the SFO and any rules made under the SFO.
This announcement and the Tender and Consent Solicitation
Memorandum and the information contained herein or therein may not
be used other than by the person to whom it is addressed and may
not be reproduced in any form or transferred to any person in Hong
Kong.
The Offer is not intended to be made to the
public in Hong Kong and it is not our intention that the Offer be
made to the public in Hong Kong.
Japan
The Offer is not made in Japan or to any
resident of Japan (which term as used herein means any person
resident in Japan, including any corporation or other entity
organized under the laws of Japan), except in a manner which
complies with the Financial Instruments and Exchange Act of Japan
and other relevant laws and regulations of Japan.
Qatar
Neither this announcement nor the Tender and
Consent Solicitation Memorandum is intended to constitute an offer,
sale or delivery of the Certificates or other securities under the
laws of the State of Qatar including the rules and regulations of
Qatar Financial Center Authority ("QFCA") or the Qatar Financial Center
Regulatory Authority ("QFCRA"). The Certificates have not been
and will not be listed on the Qatar Exchange and are not subject to
the rules and regulations of the DSM Internal Regulations applying
to the Qatar Exchange, the Qatar Financial Markets Authority
("QFMA"), the Qatar Central
Bank ("QCB"), the QFCA or
the QFCRA, or any laws of the State of Qatar.
The Tender and Consent Solicitation Memorandum
has not been and will not be: (i) lodged or registered with, or
reviewed or approved by the QFCA, the QFCRA, the QCB or the QFMA;
or (ii) authorised or licensed for distribution in the State of
Qatar, and the information contained in this announcement and the
Tender and Consent Solicitation Memorandum does not, and is not
intended to, constitute a public or general offer or other
invitation in respect of the Certificates or other securities in
the State of Qatar or the QFC.
The Offer and interests therein do not
constitute a public offer of securities in the State of Qatar under
the Commercial Companies Law No. (5) of 2002 (as amended) or
otherwise under any laws of the State of Qatar, including the rules
and regulations of the QFCA or QFCRA.
No transaction will be concluded in the
jurisdiction of the State of Qatar (including the jurisdiction of
the Qatar Financial Center). We are not regulated by the QCB, QFMA,
QFC Authority, QFC Regulatory Authority or any other government
authority in State of Qatar. We do not, by virtue of this
announcement or the Tender and Consent Solicitation Memorandum,
conduct any business in the State of Qatar. Each of GFH and the
Issuer is an entity regulated under laws outside the State of
Qatar.
Kingdom of
Saudi Arabia
The communication of this announcement, the
Tender and Consent Solicitation Memorandum and any other documents
or materials relating to the Offer are only being made and the
Offer will only be made or advertised in the Kingdom of Saudi
Arabia, (i) to persons who have confirmed that they are an
"Institutional Client" or a "Qualified Client" (each as defined in
the "Rules on the Offer of Securities and Continuing Obligation" as
issued by the Board of the Capital Market Authority (the
"CMA") resolution number
3-123-2017 dated 27 December 2017 (as amended by the CMA resolution
number 3-6-2024 dated 17 January 2024, the "KSA Regulations")); or (ii) by way of a
limited offer under Article 9 of the KSA Regulations or, as
otherwise required or permitted by, the KSA Regulations. This
announcement, the Tender and Consent Solicitation Memorandum and
the Offer shall not constitute a "public offer", "exempt offer" or
a "parallel market offer" pursuant to the KSA
Regulations.
This announcement, the Tender and Consent
Solicitation Memorandum and the Offer are subject to restrictions
on secondary market activity under the KSA Regulations.
Accordingly, any investor in the Kingdom of Saudi Arabia or who is
a Saudi person who has acquired Certificates pursuant to a private
placement under the KSA Regulations may not offer or sell those
Certificates to any person unless the offer or sale is made in
compliance with the restrictions on secondary market activity under
the KSA Regulations.
Kingdom of
Bahrain
The Offer does not constitute an offer of
securities in the Kingdom of Bahrain in terms of Article (81) of
the Central Bank of Bahrain and Financial Institutions Law 2006
(decree Law No. 64 of 2006) nor an offer under Module TMA
(Take-overs, Mergers and Acquisitions) of Volume 6 of the Rulebook
issued by the Central Bank of Bahrain. This announcement, the
Tender and Consent Solicitation Memorandum and related documents
related to the Offer have not been and will not be filed nor
registered as a prospectus with the Central Bank of Bahrain.
Accordingly, no Certificates can be tendered for purchase by, nor
will this announcement, the Tender and Consent Solicitation
Memorandum or any other related document or material be used in
connection with any offer, sale or invitation to tender
Certificates, whether directly or indirectly, to persons in the
Kingdom of Bahrain, other than in compliance with Bahraini
law.
United Arab
Emirates
Neither this announcement nor the Tender and
Consent Solicitation Memorandum constitutes a public offer of
securities in the United Arab Emirates and neither is intended to
be a public offer. The Tender and Consent Solicitation Memorandum
has not been approved by or filed with the Central Bank of the
United Arab Emirates or the Securities and Commodities
Authority.
Abu Dhabi
Global Market
The Offer is not being made and may not be made
to any person in the Abu Dhabi Global Market unless such offer is:
(a) an "Exempt Offer" in accordance with the Markets Rules of the
Financial Services Regulatory Authority (the "FSRA"); (b) made only to persons who
are Authorised Person or Recognised Bodies (as such terms are
defined in the FSRA Financial Services and Markets Regulation 2015
"FSMR")) or persons to whom
an invitation or inducement to engage in investment activity
(within the meaning of section 18 of FSMR) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated; and (c) made only to
persons who meet the Professional Client criteria set out in Rule
2.4.1 of the FSRA Conduct of Business Rules.
Dubai
International Financial Centre
The Offer is not being made and may not be made
to any person in the Dubai International Financial Centre unless
such offer is; (i) an "Exempt Offer" in accordance with the Markets
Rules (MKT) Module of the DFSA rulebook; and (ii) made only to
persons who meet the Professional Client criteria set out in Rule
2.3.3 of the Conduct of Business Module of the DFSA
rulebook.
Singapore
Neither this announcement nor the Tender and
Consent Solicitation Memorandum has been or will be registered as a
prospectus with the Monetary Authority of Singapore. The Offer does
not constitute a public tender offer for the purchase of the
Certificates nor an offering of securities in Singapore pursuant to
the Securities and Futures Act (Chapter 289 of
Singapore).
United
Kingdom
The communication of this announcement, the
Tender and Consent Solicitation Memorandum and any other documents
or materials relating to the Offer are not being made, and such
documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion
Order.
United
States
The Offer is not being made, and will not be
made, directly or indirectly in or into, or by use of the mails of,
or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange
of, the United States or to, for the account or benefit of, any
U.S. person (as defined in Regulation S of the Securities
Act).
This includes but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. The Certificates may not
be tendered in the Offer by any such use, means, instrumentality or
facility from or within the United States or by persons located or
resident in the United States or to any U.S. person.
Accordingly, copies of this announcement, the
Tender and Consent Solicitation Memorandum and any other documents
or materials relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to a U.S. person and the Certificates cannot be tendered in the
Offer by any such use, means, instrumentality or facility or from
or within or by persons located or resident in the United States or
by any U.S. person. Any purported tender of Certificates in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of
Certificates made by a person located in the United States or by a
U.S. person, by any person acting for the account or benefit of a
U.S. person, or by any agent, fiduciary or other Intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States or for a U.S. person
will be invalid and will not be accepted.
Neither this announcement nor the Tender and
Consent Solicitation Memorandum is an offer of securities for sale
in the United States or to, or to any person acting for or on
behalf of, a U.S. person. Certificates neither may be offered or
sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities
Act.
Each Certificateholder participating in the
Offer will represent that it is not located in the United States
and is not participating in the Offer from the United States, or it
is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to
participate in the Offer from the United States and who is not a
U.S. person.
General
This announcement does not constitute an offer
to sell or buy or a solicitation of an offer to sell or buy the
Certificates and tender of Certificates for purchase in the Offer
will not be accepted from Certificateholders in any circumstances
in which such tender is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer and/or the
Consent Solicitation to be made by a licensed broker or dealer and
either of the Solicitation Agents and Dealer Managers or any of
their respective affiliates is such a licensed broker or dealer in
such jurisdictions, the Offer and/or the Consent Solicitation shall
be deemed to be made by such Solicitation Agent and Dealer Manager
or affiliate (as the case may be) on our behalf in such
jurisdictions.
In addition to the representations referred to
above, each Certificateholder participating in the Offer and/or the
Consent Solicitation will also be deemed to give certain
representations in respect of the other jurisdictions referred to
above and generally as set out in the sections of the Tender and
Consent Solicitation Memorandum headed, "Procedures for Participation in the
Offer-Representations, Warranties and Undertakings; our Acceptance
Constitutes an Agreement" and/or "Procedures for Participation in the Consent
Solicitation-Representations, Warranties and Undertakings; our
Acceptance Constitutes an Agreement", as applicable. Any
tender of Certificates for purchase pursuant to the Offer from a
Certificateholder who is unable to make the relevant
representations will not be accepted. Each of GFH, the Issuer, the
Delegate, the Agents, the Solicitation Agents and Dealer Managers
and the Information, Tender and Tabulation Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Certificates for purchase pursuant to the Offer,
whether any such representation given by a Certificateholder is
correct and, if such investigation is undertaken and as a result we
determine (for any reason) that such representation is not correct,
such tender shall not be accepted.
We, the Issuer, the Delegate, the Agents, the
Solicitation Agents and Dealer Managers and the Information, Tender
and Tabulation Agent (or our or their respective directors,
employees or affiliates) make no representations or recommendations
whatsoever regarding this announcement, the Tender and Consent
Solicitation Memorandum, the Offer and/or the Consent Solicitation
or whether or not Certificateholders should participate in the
Offer and/or the Consent Solicitation.