Tender Offer and Consent Solicitation

GFH Financial Group B.S.C

21 October 2024

 

            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.

This announcement does not constitute an offer to buy or sell or a solicitation of an offer to sell or buy the Certificates, as applicable, in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities laws or otherwise.

This announcement contains important information and you should read it carefully before you make any decision with respect to the Offer and/or Consent Solicitation. If you are in any doubt about any aspect of this document and/or the action you should take, you are recommended to seek your own financial, legal and Shari'a advice, including in respect of any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other appropriately authorised independent financial, tax, legal or Shari'a adviser.

            Announcement 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")

            to offer to tender Certificates for repurchase for cash

and

to consider certain proposed amendments to the terms and conditions of the Certificates

            Solicitation Agents and Dealer Managers

Emirates NBD Capital	J.P. Morgan	Standard Chartered Bank

            21 October 2024

            BACKGROUND

GFH hereby announces 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 and for the consideration set forth in this announcement and described further in the Tender and Consent Solicitation Memorandum (as defined below).

GFH also invites the Certificateholders to consent (the "Consent Solicitation") to the modification of the terms and conditions of the Certificates (the "Conditions") providing for the insertion of a new condition (the "Proposed Amendment") entitling GFH to redeem all or some only of the outstanding Certificates at any time (the "Early Redemption Right"), at par together with Due Periodic Distribution Amounts up to (but excluding) the date set for redemption, by giving no fewer than five (5) nor more than ten (10) days' notice to the relevant Certificateholders and the Delegate (as defined in the Conditions), as set out in the Tender and Consent Solicitation Memorandum (as defined below) and as proposed by GFH for approval by an extraordinary resolution (the "Extraordinary Resolution") of the Certificateholders and as further described in this announcement and the Tender and Consent Solicitation Memorandum. The Extraordinary Resolution is 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.

If the Electronic Consent is granted by the Early Deadline and GFH elects to implement the Extraordinary Resolution, the Offer and Consent Solicitation will expire on the date of the Early Deadline, settlement shall occur on the Early Settlement Date and GFH will exercise its Early Redemption Right forthwith (See "The Offer and Consent Solicitation - Indicative Timetable" below).

Summaries of the material terms of the Offer and the Consent Solicitation are set out in this announcement. The Offer and the Consent Solicitation are being made upon the terms and subject to the conditions set forth in the tender offer and consent solicitation memorandum dated 21 October 2024 prepared in relation to the Offer and the Consent Solicitation (as it may be amended or supplemented from time to time, 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 will be available from the date of this announcement on (https://projects.sodali.com/gfh) (the "Transaction Website"), subject to registration and eligibility confirmation.

Questions and requests for assistance in connection with (i) the Offer and/or the Consent Solicitation, may be directed to the Solicitation Agents and Dealer Managers, and (ii) the delivery of applicable instructions to participate in the Offer and/or the Consent Solicitation, may be directed to the Information, Tender and Tabulation Agent, the contact details for each of which are set out at the end of this announcement.

Subject to the restrictions described in "Procedures for Participation in the Consent Solicitation" in the Tender and Consent Solicitation Memorandum, Certificateholders who validly tender their Certificates (other than GFH, the Issuer or any other Subsidiary of GFH) will be deemed to have voted in favour of the Extraordinary Resolution with respect to all their Certificates that are tendered, regardless of whether or not such tenders are accepted. Eligible Certificateholders and Ineligible Certificateholders who validly submit a Consent Instruction only in favour of the Extraordinary Resolution on or prior to the Early Deadline (without submitting a Tender Instruction on or prior to the Early Deadline) are, subject to the passing of the Extraordinary Resolution, the satisfaction or waiver of the New Financing Condition and as otherwise described in the Tender and Consent Solicitation Memorandum, eligible to receive the Consent Fee or the Instruction Fee, respectively.

 As described in the Tender and Consent Solicitation Memorandum, the Instruction Fee is in an amount equal to the Consent Fee. Ineligible Certificateholders are eligible to receive the Instruction Fee in the circumstances described in the Tender and Consent Solicitation Memorandum notwithstanding that for the purposes of the Consent Solicitation only, Consent Instructions submitted by Ineligible Certificateholders shall not be counted for the purposes of passing the Extraordinary Resolution.

Capitalised terms used but not otherwise defined here shall have the same meaning given to them in the Tender and Consent Solicitation Memorandum.

            The following table sets forth the key terms of the Offer and Consent Solicitation:

Certificateholders who submit Tender Instructions

Certificate-holders   who submit Consent Instructions only

Description of Certificates

ISIN/ Common Code

Outstanding Face Amount[1]

Early Tender Consideration[2]

Late Tender Consideration[3]

Consent Fee / Instruction Fee[4]

U.S.$500,000,000 Certificates due 2025

XS2100582142/ 210058214

U.S.$500,000,000 (of which U.S.$233,840,000 are outstanding for the purposes of the Consent Solicitation)

U.S.$1,010

U.S.$1,000

U.S.$10

PURPOSE OF THE OFFER AND CONSENT SOLICITATION

The Offer and Consent Solicitation, together with the issue of the New Certificates, are intended to permit GFH to proactively manage the Group's upcoming certificates or other debt security redemptions by refinancing the Certificates early and in full. GFH is intending to achieve that through (i) the issue of the New Certificates which would finance, among other things, the Offer and the exercise of the Early Redemption Right which is the subject of the Proposed Amendment; and (ii) receiving the Certificateholders' consent for the implementation of the provisions of the Extraordinary Resolution and therefore the making of the Proposed Amendment to the Conditions.

All of the Certificates validly tendered and accepted for purchase in the Offer will be cancelled. Assuming that the Extraordinary Resolution will pass by way of Electronic Consent (and depending on market conditions and the satisfaction or waiver of the other conditions to the Offer and the Consent Solicitation, including the New Financing Condition) it is currently GFH's intention to exercise the Early Redemption Right, in respect of any Certificates not purchased in the Offer, on or around 6 November 2024.

If the Electronic Consent is granted by the Early Deadline and GFH elects to implement the Extraordinary Resolution, the Offer and Consent Solicitation will expire on the date of the Early Deadline, settlement will occur on the Early Settlement Date and GFH will exercise the Early Redemption Right forthwith and redeem all outstanding Certificates (that have not been validly tendered and accepted for purchase) not less than 5 nor more than 10 days following the giving of notice of such exercise to the Delegate and Certificateholders, all in accordance with the new terms and conditions of the Certificates (substantially in the form set out in Annex II to the Tender and Consent Solicitation Memorandum).

New Financing Condition; Allocation of New Certificates

The Offer and Consent Solicitation are being made in connection with a concurrent offering of a new series of U.S. dollar-denominated trust certificates (the "New Certificates"), the issue of which GFH, in its capacity as the obligor of the New Certificates, expects to announce (on or about the date of this announcement), subject to market conditions. Accordingly, both the Offer and the Consent Solicitation are being made subject to a New Financing Condition (as defined below). However, neither the Offer nor the Consent Solicitation is an offer to sell or a solicitation of an offer to buy New Certificates. In order to apply for the purchase of New Certificates, and subject always to important restrictions on who can be offered and subscribe for any New Certificates, any relevant Certificateholder must make a separate application for the purchase of New Certificates to a Joint Lead Manager in accordance with the customary new issue procedures of such Joint Lead Manager and other requirements applicable to the New Certificates. Pricing of the issue of the New Certificates is expected to occur prior to the Early Deadline.

When considering allocation of the New Certificates, GFH may give priority to those Certificateholders who, prior to such allocation, have validly tendered or indicated their firm intention to GFH or the Solicitation Agents and Dealer Managers to tender their Certificates and subscribe for the New Certificates. However, GFH is not obliged to allocate New Certificates to a Certificateholder who has validly tendered, voted in favour of the Extraordinary Resolution and/or so indicated its intention and, accordingly, no assurance can be given that any Certificateholder that tenders their Certificates or submits a Consent Instruction in favour of the Extraordinary Resolution will be given an allocation of New Certificates. Further, to be eligible to tender Certificates in the Offer, Certificateholders must be, and to be eligible to purchase New Certificates, purchasers must be, inter alia, outside the United States and a person other than a U.S. person (as defined in Regulation S of the Securities Act).

All Tender Instructions, Consent Instructions or applications to subscribe for New Certificates are subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Certificateholder). It is the sole responsibility of each Certificateholder to satisfy itself that it is eligible to purchase the New Certificates before registering interest with, and making an application to, a Solicitation Agent and Dealer Manager or Joint Lead Manager in connection with New Certificates.

On or around the date of this announcement, GFH expects to announce an intention to issue the New Certificates. GFH will decide (subject to applicable law), whether to accept for purchase Certificates validly tendered in the Offer or to implement the Consent Solicitation subject to GFH being satisfied that they have received (or will receive on or prior to the applicable Settlement Date) an amount by way of proceeds of the New Certificates which is sufficient (as determined by GFH in their sole discretion) in order to enable GFH to finance, in whole or in part, the payment of the applicable Tender Consideration and each Consent Fee and Instruction Fee, as the case may be, and any Due Periodic Distribution Amounts payable in respect of all Certificates to be purchased or redeemed in connection with the Offer and Consent Solicitation, assuming that the Extraordinary Resolution is passed and becomes effective in accordance with its terms. The requirement for GFH to be so satisfied for the making of this decision is referred to herein as, the "New Financing Condition".

GFH may, in its sole discretion and at any time, waive the New Financing Condition for any reason.

The New Certificates are not the subject of this announcement or the Tender and Consent Solicitation Memorandum and any investment decision is relation to the New Certificates should be made solely on the basis of the information contained in (i) the base offering circular published by GFH on 18 October 2024 relating to a trust certificate issuance programme; and (ii) the applicable pricing supplement relating to the New Certificates, when published. Subject to compliance with all applicable laws and regulations, the base offering circular and applicable pricing supplement will be available on request from the Joint Lead Managers.

Before making a decision on whether to participate in the Offer and/or the Consent Solicitation, Certificateholders should carefully consider all the information in the Tender and Consent Solicitation Memorandum and, in particular, the "Risk Factors and Other Considerations".

Nothing in this announcement and in the Tender and Consent Solicitation Memorandum constitutes an offer to sell or the solicitation of an offer to buy any New Certificates in the United States or in any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from, the registration requirements of the Securities Act and may not be offered, sold or delivered, directly or indirection within the United States or to, or for the account of benefit of, U.S. persons.

The New Certificates and any guarantee in respect thereof have not been, and will not be, registered under the Securities Act and, subject to certain exceptions, may not be offered or sold within the United States.

The target market for the New Certificates is only eligible counterparties, as defined in the FCA Handbook of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MiFIR"). No action has been or will be taken in any jurisdiction in relation to the New Certificates to permit a public offering of securities.

THE OFFER AND CONSENT SOLICITATION

Indicative Timetable

This is an indicative timetable showing the expected times and dates for the following events in connection with the Offer and Consent Solicitation. Certificateholders should note that the indicative timetable may change, and dates and times may be extended, re-opened or amended by GFH in accordance with the terms of the Offer and the Consent Solicitation as described in the Tender and Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Certificateholders should note that Consent Instructions or proxies shall remain valid for any subsequent Meeting or adjourned Meeting unless validly revoked (in the limited circumstances in which such revocation is permitted).

Date and Time	Event
21 October 2024	Launch Date Commencement and announcement of the Offer and Consent Solicitation.  Notice published via CANDI, published through the London Stock Exchange RNS and delivered to the Clearing Systems for communication to Direct Participants. The Tender and Consent Solicitation Memorandum and documents referred to under "General" in the Notice (the form of which is set out at Annex I to the Tender and Consent Solicitation Memorandum) are available on the Transaction Website and from the Information, Tender and Tabulation Agent.
10:00 a.m. (London Time) on 1 November 2024, unless extended (the "Early Deadline")	Early Deadline Deadline for receipt by the Information, Tender and Tabulation Agent of valid Tender Instructions and Consent Instructions in favour of the Extraordinary Resolution from Certificateholders, in order for such Certificateholders to receive the Early Tender Consideration, Due Periodic Distribution Amounts, Consent Fee or Instruction Fee, as applicable. Consent Instructions submitted after the Early Deadline will not be eligible to receive any Consent Fee or the Instruction Fee. Please see "Overview of the Offer and Consent Solicitation - The Consent Solicitation - Consent Fee and Instruction Fee" in the Tender and Consent Solicitation Memorandum.
As soon as reasonably practicable after the Early Deadline, unless extended (the "Early Results Announcement Date")	Early Results Announcement Where Electronic Consent is granted Announcement of: (i) in relation to the Offer, (a) the aggregate face amount of Certificates validly tendered as of the Early Deadline and (b) the aggregate face amount of Certificates accepted for purchase by GFH; (ii) in relation to the Consent Solicitation, (a) the results of the Electronic Consent, (b) the satisfaction of the Eligibility Condition and the Consent Conditions, (c) whether GFH elects to implement the Extraordinary Resolution, (d) the Amendment Effective Date, and (e) the cancellation of the Meeting; and (iii) in relation to the Offer and the Consent Solicitation, (a) whether the New Financing Condition has been satisfied or is otherwise expected to be waived and (b) the Early Settlement Date.   Where Electronic Consent is not granted Announcement of (i) the aggregate face amount of Certificates validly tendered in the Offer as of the Early Deadline, (ii) the satisfaction (or waiver) of the New Financing Condition and (iii) whether or not GFH elects to settle the Certificates validly tendered in the Offer as of the Early Deadline and, if so, the Early Settlement Date therefor.
6 November 2024, unless extended (the "Early Settlement Date")	Early Settlement Date and Early Tender Termination Date Where Electronic Consent is granted Subject to the satisfaction (or waiver) of the New Financing Condition and the other terms of the Offer and Consent Solicitation, and if GFH has decided to accept the Tender Instructions and Consent Instructions submitted on or prior to the Early Deadline, payments of the applicable Early Tender Consideration, Due Periodic Distribution Amounts or Consent Fee or Instruction Fee are made to the relevant Certificateholders. Where Electronic Consent is not granted Subject to the terms of the Offer and if GFH so elects to settle on the Early Settlement Date, payment of the applicable Early Tender Consideration and Due Periodic Distribution Amounts is made to the relevant Certificateholders who submitted their Tender Instructions prior to the Early Deadline and were accepted for purchase.
On or around 6 November 2024 (the "Amendment Effective Date")	Amendment Effective Date and Exercise of Early Redemption Right Where Electronic Consent is granted Subject to the satisfaction (or waiver) of the New Financing Condition and the other terms of the Offer and Consent Solicitation, execution and delivery of the Third Supplemental Trust Deed and the Relevant Transaction Documents. Thereupon, GFH will deliver a notice to exercise its Early Redemption Right forthwith and accordingly redeem all outstanding Certificates (that have not been validly tendered and accepted for purchase) not less than 5 nor more than 10 days following the giving of notice of such exercise to the Delegate and Certificateholders, all in accordance with the new terms and conditions of the Certificates (substantially in the form set out in Annex II of the Tender and Consent Solicitation Memorandum).
4:00 p.m. (London Time) on 7 November 2024, unless extended or amended (the "Expiration Date")	Expiration Date Final deadline for receipt of valid Tender Instructions by the Information, Tender and Tabulation Agent in order for Certificateholders to be eligible to receive the Late Tender Consideration and Due Periodic Distribution Amounts. Final deadline for receipt of valid Consent Instructions by the Information, Tender and Tabulation Agent. No Consent Fee or Instruction Fee is applicable following the Early Deadline.             This will also be the deadline for making any other arrangements to attend and vote or be represented (via videoconference) at the Meeting.             Please see "The Offer and Consent Solicitation - The Offer - Tender Instructions and Tender Consideration" in the Tender and Consent Solicitation Memorandum.
As soon as reasonably practicable after the Expiration Date, expected to be on 8 November 2024, unless extended (the "Late Results Announcement Date")	Late Results Announcement             Where Electronic Consent is granted             Unless GFH has already exercised its Early Redemption Right in respect of the Certificates, announcement of (i) whether the New Financing Condition has been satisfied or is otherwise expected to be waived, (ii) the aggregate face amount of Certificates validly tendered in the Offer after the Early Deadline but on or prior to the Expiration Date, (iii) the aggregate face amount of Certificates that will be accepted for purchase by GFH and (iv) the Final Settlement Date.             Where Electronic Consent is not granted             Announcement of (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 those relevant Certificateholders who submitted their Tender Instructions after the Early Deadline but on or prior to the Expiration Date.
On or around 11 November 2024	Optional Dissolution Date             Where Electronic Consent has been granted and the Early Redemption Right has been exercised             All outstanding Certificates (that have not been accepted for purchase) will be redeemed not less than 5 nor more than 10 days following notice of exercise of the Early Redemption Right being duly provided to the Delegate and Certificateholders, in accordance with the new terms and conditions of the Certificates (substantially in the form as set out in Annex II hereto).
11 November 2024 (the "Late Settlement Date")	Late Settlement Date             As soon as reasonably practicable after the Late Results Announcement Date.             Subject to the terms of the Offer and Consent Solicitation, payment is made to the relevant Certificateholders who submitted their Tender Instructions after the Early Deadline but on or prior to the Expiration Date and accepted for purchase, in the amount and manner as further described in the Tender and Consent Solicitation Memorandum.             Please note that Certificateholders who submitted Tender Instructions after the Early Deadline are not entitled to receive the Early Tender Consideration, Consent Fee or the Instruction Fee, as applicable.
10 a.m. (London Time) on 12 November 2024	Meeting             The Meeting will (unless the Electronic Consent has been granted) be held via videoconference. If the Extraordinary Resolution is passed, and subject to the satisfaction (or waiver) of the New Financing Condition and the other terms of the Consent Solicitation, the Third Supplemental Trust Deed and the Relevant Transaction Documents referred to in the proposed Extraordinary Resolution will be executed by GFH and the Issuer.             If the Electronic Consent is granted prior to the Meeting, the Meeting shall be cancelled and will not be convened.
As soon as reasonably practicable after the Meeting, expected to be on 13 November 2024, unless extended (the "Final Results Announcement Date")	Final Results Announcement Date for the Offer and Consent Solicitation             Announcement of: (i) in relation to the Offer, (a) the aggregate face amount of Certificates accepted for purchase by GFH and (b) the aggregate face amount of the Certificates that will remain outstanding after the Settlement Date (if applicable); (ii) in relation to the Consent Solicitation, (a) the results of the Meeting, (b) the satisfaction of the Eligibility Condition and the Consent Conditions, (c) whether GFH elects to implement the Extraordinary Resolution and (d) the Amendment Effective Date; and (iii) in relation to the Offer and the Consent Solicitation, (a) whether the New Financing Condition has been satisfied or is otherwise expected to be waived and (b) the applicable Settlement Date.
As soon as reasonably practicable after the Results Announcement Date for the Consent Solicitation, expected to be on 14 November 2024, unless extended (the "Amendment Effective Date")	Amendment Effective Date             Subject to the satisfaction (or waiver) of the New Financing Condition and the other terms of the Offer and Consent Solicitation, execution and delivery of the Third Supplemental Trust Deed and the Relevant Transaction Documents.
As soon as reasonably practicable after the Results Announcement Date for the Consent Solicitation, expected to be on 14 November 2024, unless extended (the "Final Settlement Date")	Final Settlement Date             Subject to the satisfaction (or waiver) of the New Financing Condition and the other terms of the Offer and Consent Solicitation, payment is made to the relevant Certificateholders depending on whether they submitted (i) their Tender Instructions and/or Consent Instructions prior to the Early Deadline and/or (ii) their Tender Instructions after the Early Deadline and prior to the Expiration Date, whether or not GFH has previously settled in respect of tendered Certificates on the Early Settlement Date and/or the Late Settlement Date, and whether GFH has decided to accept the Tender Instructions and Consent Instructions, all as further described in the Tender and Consent Solicitation Memorandum.

Please note the above dates and times relating to the Offer and/or the Consent Solicitation are indicative only and are subject to change. See "The Offer and Consent Solicitation-Early Deadline; Expiration Date; Extensions; Amendments; Termination" in the Tender and Consent Solicitation Memorandum.

Certificateholders are advised to check with the broker, dealer, bank, custodian, trust company or other nominee through which they hold their Certificates as to the deadlines by which such intermediary would require receipt of instructions from Certificateholders to participate in the Offer and/or Consent Solicitation in accordance with the terms and conditions of the Offer and/or Consent Solicitation as described in the Tender and Consent Solicitation Memorandum in order to meet the deadlines set out above. Certificateholders are also advised to check with the Joint Lead Managers as to the procedures and deadlines relevant to the proposed issuance of New Certificates.

Material terms of the Offer

In order to participate in the Offer, Certificateholders must validly tender their Certificates for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information, Tender and Tabulation Agent by the Expiration Date (subject to the sole discretion of GFH to extend, re-open, amend, waive any condition of or terminate the Offer, the Consent Solicitation or both at any time, until it has decided to accept valid tenders of Certificates pursuant to the Offer).

Tender Instructions and Tender Consideration

If Certificates are validly tendered (and received by the Information, Tender and Tabulation Agent) on or prior to the Early Deadline (each, an "Early Tender Instruction") and accepted for purchase pursuant to the Offer, GFH will pay such Certificateholders, on the applicable Settlement Date, U.S.$1,010 per U.S.$1,000 in aggregate face amount of such Certificates tendered and accepted for purchase (the "Early Tender Consideration"), in the manner described in this announcement and the Tender and Consent Solicitation Memorandum.

If Certificates are validly tendered (and received by the Information, Tender and Tabulation Agent) after the Early Deadline but on or prior to the Expiration Date (each, a "Late Tender Instruction", and together with each Early Tender Instruction, each a "Tender Instruction") and accepted for purchase pursuant to the Offer, GFH will pay, on the applicable Settlement Date, U.S.$1,000 per U.S.$1,000 in aggregate face amount of such Certificates tendered and accepted for purchase (the "Late Tender Consideration" and together with the Early Tender Consideration, the "Tender Consideration"), in the manner described in this announcement and the Tender and Consent Solicitation Memorandum.

No tenders of Certificates will be valid if submitted after the Expiration Date. In the event of termination of the Offer on or prior to the Early Settlement Date, the Certificates tendered pursuant to the Offer prior to the Early Settlement Date will be promptly returned to the tendering Certificateholders. In the event of termination of the Offer after the Early Settlement Date (if applicable), the Certificates tendered pursuant to the Offer and not purchased on the Early Settlement Date (if applicable) will be promptly returned to the tendering Certificateholders.

GFH will calculate the applicable Tender Consideration and the relevant Due Periodic Distribution Amounts payable to Certificateholders whose Certificates are accepted for purchase. Such calculations will be final and binding on all Certificateholders whose Certificates were accepted for purchase, absent manifest error. Under no circumstances will any interest or any other amounts be payable because of any delay in the transmission of funds to Certificateholders by the Information, Tender and Tabulation Agent or the Clearing Systems.

GFH will also pay Due Periodic Distribution Amounts in respect of the Certificates accepted for purchase pursuant to the Offer up to, but excluding, the applicable Settlement Date.

Certificates of both Ineligible Certificateholders (who are outside the United States and not U.S. persons) and Eligible Certificateholders may be tendered and accepted for purchase pursuant to the Offer, and accordingly both Ineligible Certificateholders and Eligible Certificateholders are eligible to receive the applicable Tender Consideration and Due Periodic Distribution Amounts.

GFH's obligation to accept for payment, and to pay the applicable Tender Consideration and any Due Periodic Distribution Amounts for, Certificates validly tendered pursuant to the Offer are subject to, and conditional upon, the satisfaction (or waiver) of the terms of the Offer, including but not limited to the New Financing Condition.

Certificateholders who validly tender Certificates are not eligible for any Consent Fee or Instruction Fee in addition to the Tender Consideration.

Deemed approval of Extraordinary Resolution in relation to the Consent Solicitation

All Certificateholders submitting Tender Instructions (other than GFH, the Issuer or any other Subsidiary of GFH) will be deemed to have voted in favour of the Extraordinary Resolution relating to the Consent Solicitation with respect to all of their Certificates that are tendered. Accordingly, such Certificateholders cannot submit a Tender Instruction and a Consent Instruction in respect of the same Certificates, and thus cannot receive both the Tender Consideration and the Consent Fee or Instruction Fee (as applicable).

Certificateholders may however submit Consent Instructions without submitting Tender Instructions, as further described in the Tender and Consent Solicitation Memorandum.

Settlement Dates

Following the Early Deadline, if the Extraordinary Resolution is passed by Electronic Consent and GFH decides to accept Certificates tendered in the Offer, GFH will accept any and all Certificates validly tendered on or prior to the Early Deadline provided that all conditions to the Offer have been satisfied or waived by GFH and such accepted Certificates will be settled promptly thereafter (the "Early Settlement Date").

The Early Settlement Date for the Offer is expected to be promptly following the Early Deadline. Assuming all conditions of the Offer have been satisfied, or where applicable, waived by GFH (including, but not limited to, the New Financing Condition), GFH expects that the Early Settlement Date for the Offer will be the third business day following the Early Deadline.

For any and all Certificates validly tendered after the Early Deadline and on or prior to the Expiration Date (exclusive of Certificates purchased on the Early Settlement Date, if any) and that are accepted for purchase, settlement will, if GFH so elects, occur on the Late Settlement Date, subject to all conditions of the Offer having been satisfied or waived by GFH. Each of the Early Settlement Date, the Late Settlement Date and the Final Settlement Date (as defined below) is referred to as a "Settlement Date."

Assuming that the Offer is not extended and all conditions of such Offer have been satisfied or, where applicable, waived, GFH expects that the Late Settlement Date (if any) will be the second business day following the Expiration Date.

Where the Extraordinary Resolution has not been passed by way of Electronic Consent, GFH may elect whether or not to have an Early Settlement Date (in respect of Certificates tendered in the Offer as of the Early Deadline) and/or a Late Settlement Date (in respect of Certificates tendered in the Offer on or prior to the Expiration Date). In such event, if the Extraordinary Resolution is then passed at the Meeting and GFH decides to accept Certificates tendered in the Offer, GFH will accept the Certificates validly tendered on or prior to the Expiration Date, provided that all conditions set forth in the Tender and Consent Solicitation Memorandum have been satisfied or waived by GFH and such accepted Certificates will be settled on a date promptly thereafter, in which case such date shall be the "Final Settlement Date".

If GFH determines, in its sole discretion, to extend the Offer beyond the Expiration Date, there will be a new Settlement Date with respect to Certificates validly tendered on or prior to the Expiration Date. During any extension of the Offer, all Certificates previously tendered and not accepted for purchase pursuant to the Offer will remain subject to the Offer and may, subject to the terms and conditions of the Offer, be accepted for purchase by GFH.

If the Electronic Consent is granted by the Early Deadline and GFH elects to implement the Extraordinary Resolution, the Offer and Consent Solicitation will expire on the date of the Early Deadline and settlement will occur on the Early Settlement Date. In such Event, there will be no Late Settlement Date and no Final Settlement Date.

Material terms of the Consent Solicitation

The Proposed Amendment

Concurrently with the Offer, GFH is inviting Certificateholders to approve, by an Extraordinary Resolution by way of Electronic Consent or, where the Extraordinary Resolution has not been approved by way of Electronic Consent, at the Meeting, the Proposed Amendment to provide for the insertion to the terms and conditions of the Certificates (the "Conditions") of the Early Redemption Right.

The Proposed Amendment will be effective on the Amendment Effective Date (as defined herein) subject to the passing and implementation of the Extraordinary Resolution, the satisfaction of the Consent Conditions (as defined herein), the satisfaction or waiver of the New Financing Condition, the payment of the Tender Consideration, Due Periodic Distribution Amounts or Consent Fee or Instruction Fee (as applicable) and the execution and delivery of (i) a supplement (the "Third Supplemental Trust Deed") to the original trust deed dated 28 January 2020 constituting the Certificates, as previously supplemented by the first supplemental trust deed dated 8 June 2020 and the second supplemental trust deed dated 28 June 2022 (together, the "Trust Deed"), each between the Obligor, the Issuer and the Delegate; and (ii) the Relevant Transaction Documents (as defined herein). Once effective, the Proposed Amendment (including the Early Redemption Right) set out in the Extraordinary Resolution will be binding on all Certificateholders, whether or not they chose to participate in the Consent Solicitation or otherwise vote in respect of the Consent Solicitation. The passing of the Extraordinary Resolution, from the date of such Extraordinary Resolution, constitutes the consent of Certificateholders to the Extraordinary Resolution in full in accordance with the terms of the Extraordinary Resolution.

Pursuant to the Trust Deed, an Extraordinary Resolution may be passed, inter alia, by way of Electronic Consent or at a Meeting.

"Electronic Consent" means Consent Instructions approving the Extraordinary Resolution submitted through the electronic communication systems of the relevant Clearing System(s) by or on behalf of Eligible Certificateholders (and received by the Information, Tender and Tabulation Agent) of not less than 75 per cent. in aggregate face amount of the Certificates for the time being outstanding by the Early Deadline.

Pursuant to this Consent Solicitation, both procedures for passing the Extraordinary Resolution will run in parallel commencing on 21 October 2024. If Electronic Consent is granted, the Extraordinary Resolution will take effect at the Early Deadline as if the Extraordinary Resolution was passed at the Meeting and shall be binding on all Certificateholders whether or not they participated in the Electronic Consent. In such circumstances, the Extraordinary Resolution will not be tabled for consideration at the Meeting and the Meeting shall be cancelled.

The Proposed Amendment will be effective on the Amendment Effective Date and is subject to the passing of the Extraordinary Resolution, the satisfaction of the Consent Conditions, the satisfaction or waiver of the New Financing Condition, the payment of the Early Tender Consideration, Consent Fee and Instruction Fee (as applicable) and the execution of the Third Supplemental Trust Deed and the Relevant Transaction Documents.

Both Ineligible Certificateholders and Eligible Certificateholders may submit a Consent Instruction to participate in the Consent Solicitation. However, Tender Instructions or Consent Instructions (as applicable) submitted by Ineligible Certificateholders shall not be counted for the purposes of passing the Extraordinary Resolution (please see below "Consent Conditions").

 An "Eligible Certificateholder" is a Certificateholder who is: (A) (a) outside the United States and a person other than a U.S. person (as defined in Regulation S of the Securities Act), (b) an eligible counterparty or a professional client (each as defined in MiFID II) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client in each case in respect of the Certificates, and (c) an eligible counterparty (as defined in COBs) or a professional client (as defined in UK MiFIR) and, if applicable and acting on a non-discretionary basis, who is acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Certificates; and (B) a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation. Each Certificateholder who is not an Eligible Certificateholder shall be an "Ineligible Certificateholder". Each Certificateholder must, at the same time as delivering any Tender Instruction or Consent Instruction, confirm to the Information, Tender and Tabulation Agent whether or not it is an Eligible Certificateholder.

Any Consent Instructions submitted after the Early Deadline will not be eligible to receive any Consent Fee or Instruction Fee.

            The Electronic Consent and the Meeting

            The notice of Electronic Consent and the Meeting dated 21 October 2024 (the "Notice") has been made available to the Certificateholders. The form of Notice is also appended to the Tender and Consent Solicitation Memorandum.

            The Extraordinary Resolution in relation to the Certificates may be passed, inter alia, by way of Electronic Consent or at a Meeting. Pursuant to this Consent Solicitation, both procedures for passing the Extraordinary Resolution will run in parallel commencing on the day of this announcement.

            Electronic Consent

            To be passed by way of Electronic Consent, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the aggregate face amount of the Certificates outstanding, taking into account the Eligibility Condition (as set out below).

            If Electronic Consent is granted, the Extraordinary Resolution will take effect at the Early Deadline as if the Extraordinary Resolution was passed at the Meeting and shall be binding on all Certificateholders whether or not they participated in the Electronic Consent. In such circumstances, the Extraordinary Resolution will not be tabled for consideration at the Meeting and the Meeting will be cancelled.

            Meeting

            Where Electronic Consent has not been obtained, the Extraordinary Resolution will tabled for consideration at the Meeting. At the Meeting, Certificateholders will be invited to consider and, if thought fit, pass the Extraordinary Resolution.

            Subject to the Eligibility Condition, the quorum required for the Meeting to consider the Extraordinary Resolution is two or more persons present and holding or representing not less than 75 per cent. in aggregate face amount of the Certificates for the time being outstanding. Subject to the Eligibility Condition, to be passed at the Meeting, the Extraordinary Resolution requires a majority in favour consisting of at least 75 per cent. of the persons voting on the resolution upon a show of hands or, if a poll was duly demanded, by a majority consisting of at least 75 per cent. of the votes given on the poll at the Meeting. If passed, the Extraordinary Resolution shall be binding on all Certificateholders, whether present or not at the Meeting and whether voting or not.

            Certificateholders should refer to the Notice for full details of the procedures in relation to the Electronic Consent and the Meeting, and to read the text of the proposed Extraordinary Resolution in full.

            Consent Conditions

            The effectiveness of the Extraordinary Resolution will be conditional on (the below conditions together, the "Consent Conditions"):

(A)        the passing of the Extraordinary Resolution; and

(B)        (in the case of a Meeting only) the quorum required for the Meeting, and (in the case of a Meeting or an Electronic Consent) the requisite majority of votes cast at the Meeting or via the Electronic Consent, being satisfied by Eligible Certificateholders, irrespective of any participation by Ineligible Certificateholders (including the satisfaction of such condition at the adjourned Meeting as described in "Meeting" of the Tender and Consent Solicitation Memorandum) (the "Eligibility Condition").

            Consent Fee or Instruction Fee

            Subject to the approval of the Extraordinary Resolution (whether by Electronic Consent or by Meeting), the satisfaction of the Consent Conditions and the satisfaction or waiver of the New Financing Condition, GFH will on the applicable Settlement Date pay:

(A)        the Consent Fee to Eligible Certificateholders who submit a valid Consent Instruction in favour of the Extraordinary Resolution on or prior to the Early Deadline; and

(B)        the Instruction Fee to Ineligible Certificateholders who submit a valid Consent Instruction in favour of the Extraordinary Resolution on or prior to the Early Deadline.

            The Instruction Fee is in an amount equal to the Consent Fee. Certificateholders will not receive the Consent Fee or the Instruction Fee, as applicable, if the Extraordinary Resolution does not pass.

            Furthermore, Certificateholders who (i) attend the relevant Meeting in person, (ii) are not represented at the relevant Meeting, (iii) submit a Consent Instruction voting against the Extraordinary Resolution or (iv) are Sanctions Restricted Persons, will not be eligible to receive the Consent Fee or the Instruction Fee, as applicable.

            Consent Instructions submitted after the Early Deadline will not be eligible to receive any Consent Fee or Instruction Fee.

            General

            GFH is not obligated to complete the Offer or the Consent Solicitation. The Offer and the Consent Solicitation are each subject to the satisfaction of certain conditions, including the satisfaction (or waiver) of the New Financing and that nothing has occurred or may occur that would or might, in GFH's reasonable judgment, prohibit, prevent or delay the Offer and/or the Consent Solicitation or impair GFH from realising the anticipated benefits of the Offer and/or the Consent Solicitation. Even if the Offer and/or the Consent Solicitation is completed, it may not be completed on the schedule described in this announcement or the Tender and Consent Solicitation Memorandum. Accordingly, Certificateholders participating in the Offer and/or the Consent Solicitation may have to wait longer than expected to receive payment for their Certificates tendered in the Offer or for the Consent Solicitation exercise to run its course, during which time those Certificateholders will not be able to effect transfers of such Certificates.

            Tender Instructions and Consent Instructions are irrevocable, unless otherwise provided by applicable law. Certificateholders may not withdraw from the Offer in respect of Certificates that are validly tendered in the Offer, other than in the limited circumstances set forth in the Tender and Consent Solicitation Memorandum.

            The Certificates are denominated and, accordingly, may only be tendered in the Offer, and Consent Instructions may only be delivered for the Consent Solicitation, in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. A Certificateholder whose Certificates are accepted for purchase pursuant to the Offer by GFH and who, following purchase of the Certificates by GFH on the applicable Settlement Date, continues to hold in its account with the relevant Clearing System further Certificates in a face amount of less than U.S.$200,000 would need to purchase a face amount of Certificates such that its holding amounts to at least U.S.$200,000 before the Certificates it continues to hold may be traded in the Clearing Systems.

            Certificateholders who validly tender their Certificates pursuant to the Offer or submit Consent Instructions in accordance with the terms of the Consent Solicitation are given no assurance that they will be able to subscribe for, or receive, any New Certificates, notwithstanding that the New Financing Condition may have been satisfied. Holders wishing to subscribe for any New Certificates must make a separate application for the purchase of New Certificates to a Joint Lead Manager (as defined herein) in accordance with the customary new issue procedures of such Joint Lead Manager and other requirements applicable to the New Certificates. Any Certificateholder who wishes to subscribe for New Certificates should provide, as soon as practicable, to GFH or either Solicitation Agent and Dealer Manager, an indication of its firm intention to submit relevant Tender Instructions or Consent Instructions in favour of the Extraordinary Resolution, as the case may be, and the face amount of the Certificates that it intends to tender or vote, as applicable; however, no assurances can be given as to final allocations in the new issue.

            When considering whether to participate in the Offer and/or Consent Solicitation, Certificateholders should take into account that restrictions on the transfer of the Certificates will apply from the time of submission of the Tender Instructions and/or the Consent Instructions, as applicable.

            Certificates in respect of which a Tender Instruction or Consent Instruction (as applicable) has been validly submitted will only be unblocked:

(A)        as soon as reasonably practicable when such Tender Instruction or Consent Instruction (as applicable) is rejected;

(B)        at the time of settlement on the applicable Settlement Date (in relation to Certificates that are not purchased pursuant to the Offer);

(C)        following termination or withdrawal of the Offer;

(D)       the business day following the announcement by GFH that the Extraordinary Resolution has been approved by Electronic Consent and will be implemented; or

(E)        where the Extraordinary Resolution has not been approved by Electronic Consent, the business day after the relevant Meeting (or, if applicable, the business day following the relevant adjourned Meeting).

            Any fees that may be charged by the relevant Clearing System to each Certificateholder or their Clearing System participants in connection with the blocking (or unblocking) of the Certificates or otherwise must be borne by the relevant Certificateholder or their participants or as otherwise agreed between the participant and the relevant Certificateholder. For the avoidance of doubt, Certificateholders and their Clearing System participants shall have no recourse to GFH, the Issuer, the Solicitation Agents and Dealer Managers, the Delegate, the Agents or the Information, Tender and Tabulation Agent with respect to such costs.

FURTHER INFORMATION

A complete description of the terms and conditions of the Offer and the Consent Solicitation is set out in the Tender and Consent Solicitation Memorandum. A copy of the Tender and Consent Solicitation Memorandum is available to eligible persons from the Transaction Website.

Copies of the Third Supplemental Trust Deed and Relevant Transaction Documents (as defined in the Consent Solicitation Memorandum) are also available for inspection by Certificateholders on and from the date of this announcement up to and including the date of the Meeting on the Transaction Website.

Any questions regarding procedures for tendering Certificates and/or procedures for participating in the Consent Solicitation or requests for additional copies of the Tender and Consent Solicitation Memorandum should be directed to the Information, Tender and Tabulation Agent at the details set forth below.

                THE INFORMATION, TENDER AND TABULATION AGENT

Sodali & Co The Leadenhall Building, 122 Leadenhall Street  London EC3V 4AB United Kingdom
Telephone: [phone] Email: [e-mail] Transaction Website: https://projects.sodali.com/gfh

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: [phone]	Telephone: + 44 20 7134 2468	Telephone: [phone]
Email: [e-mail]	Email:                 [e-mail]	Email:                 [e-mail]

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 SOLICIATION 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 or the Extraordinary Resolution, 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 or otherwise participate at the Meeting 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 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.

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[1]     As at the date of the Tender and Consent Solicitation Memorandum, U.S.$266,160, 000 in aggregate face amount are currently held by GFH on behalf of GFH's discretionary portfolio management account clients. Accordingly, U.S.$233,840.000 are deemed to be "outstanding" for the purposes of calculating thresholds in respect of the consent solicitation.

[2]     The purchase price per U.S.$1,000 in aggregate face amount of Certificates. In order to receive the Early Tender Consideration, Certificateholders must validly tender their Certificates, and such tender must be received by the Information, Tender and Tabulation Agent, on or prior to the Early Deadline. In addition to the Early Tender Consideration, GFH will also pay an amount equal to any due and unpaid Periodic Distribution Amounts on such Certificates accepted for purchase pursuant to the Offer from (and including) the Periodic Distribution Date immediately preceding the applicable Settlement Date (the "Due Periodic Distribution Amounts") up to (but excluding) the applicable Settlement Date (as defined herein). No Consent Fee or Instruction Fee is payable in addition to the Early Tender Consideration.

[3]     The purchase price per U.S.$1,000 in aggregate face amount of Certificates. In order to receive the Late Tender Consideration, Certificateholders must validly tender their Certificates, and such tender must be received by the Information, Tender and Tabulation Agent, after the Early Deadline but on or prior to the Expiration Date. In addition to the Late Tender Consideration, GFH will also pay Due Periodic Distribution Amounts in respect of the Certificates accepted for purchase pursuant to the Offer up to (but excluding) the applicable Settlement Date. No Consent Fee or Instruction Fee is payable in addition to the Late Tender Consideration.

[4]     Only applicable to Certificateholders who have delivered a valid Consent Instruction (as defined herein) prior to the Early Deadline and have not validly tendered their Certificates prior to the Early Deadline. A consent fee or instruction fee per U.S.$1,000 in aggregate face amount of Certificates for which a valid Consent Instruction has been delivered by Certificateholders on or prior to the Early Deadline will be paid to such Certificateholders, as applicable, subject to the passing of the Extraordinary Resolution and as otherwise described herein.

 

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