Tender Offer Final Results Announcement

GFH Financial Group B.S.C

08 November 2024

 

FINAL 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: 8 November 2024

Final Results Announcement

in respect of the Offer 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 4 November 2024, GFH published an early results announcement (the "Early Results Announcement") relating, among other things, to its offer to purchase for cash any and all of the Issuer's outstanding Certificates upon the terms set out in the tender and consent solicitation memorandum dated 21 October 2024 (the "Tender and Consent Solicitation Memorandum").

The Early Results Announcement stated that GFH had accepted for purchase all Certificates validly tendered in relation to the Offer as of the Early Deadline, representing U.S.$408,412,000 in aggregate face amount of Certificates (being 81.68 per cent. of U.S.$500,000,000 aggregate face amount of Certificates). Such Certificates were accordingly purchased by GFH and redeemed on the Early Settlement Date, being 6 November 2024.

The Expiration Date in respect of the Offer occurred at 4:00 p.m. (London Time) on 7 November 2024.

Following the Early Deadline and as of the Expiration Date, the aggregate face amount of Certificates validly tendered was U.S.$4,250,000 and GFH has elected to accept for purchase and settle such further Certificates on the Late Settlement Date. The Late Settlement Date shall be 12 November 2024, whereupon GFH will pay 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 Offer has now expired and no further Certificates will be accepted for purchase pursuant to the Offer.

Accordingly, U.S.$87,338,000 in aggregate face value of Certificates will remain outstanding following the Late Settlement Date.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender and Consent Solicitation Memorandum.

All documentation related to the Offer is 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.

Any questions regarding the terms of the Offer 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 ANY CERTIFICATES.

This announcement contains important information. 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.

 

END