Tender Offer Early Results Announcement

GFH Financial Group B.S.C

04 November 2024

 

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

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 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.

 

END