TIDM95HX
RNS Number : 1289M
GFH Financial Group B.S.C
19 May 2022
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 PERSONS
LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
19 MAY 2022
GFH FINANCIAL GROUP B.S.C. ANNOUNCES CONSENT SOLICITATION
to eligible holders of the outstanding U.S.$500,000,000
Certificates due 2025 (ISIN: XS2100582142) (the Certificates)
issued by GFH Sukuk Company Limited (the Issuer)
GFH FINANCIAL GROUP B.S.C.
(the Obligor)
Outstanding
ISIN / Issuer face amount Consent Fee
Common
Code
XS2100582142 GFH Sukuk Company U.S.$500,000,000 0.2 per cent.
/ 210058214 Limited of the face
amount of the
Certificates
to consent to the modification of certain terms and conditions
of the Certificates (the Conditions) and consequential
modifications to the Trust Deed (together such modifications, the
Proposal) by approving an extraordinary resolution at a meeting of
Certificateholders (the Meeting) or any adjourned such Meeting (the
Extraordinary Resolution), all as further described, and subject to
the terms set out, in the consent solicitation memorandum dated 19
May 2022 (the Consent Solicitation Memorandum) (such invitation,
the Consent Solicitation).
The Consent Solicitation is made on the terms and subject to the
conditions set out in the Consent Solicitation Memorandum
(including the solicitation and distribution restrictions referred
to in "Solicitation and Distribution Restrictions"). Capitalised
terms used in this announcement but not otherwise defined in this
announcement have the meanings given in the Consent Solicitation
Memorandum.
The Obligor is inviting the Certificateholders to approve the
Proposal by an Extraordinary Resolution as set out in the Notice
(as defined below).
Pursuant to the Consent Solicitation, each Certificateholder who
is (a) outside the United States and a person other than a U.S.
person (as defined in Regulation S of the Securities Act) and (b)
an eligible counterparty or a professional client (each as defined
in MiFID II), an eligible counterparty or a professional client (as
defined in COBS and UK MiFIR, respectively) 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 or
(c) otherwise a person to whom the Consent Solicitation can be
lawfully made and that may lawfully participate in the Consent
Solicitation (each an Eligible Certificateholder), who validly
consents to the approval of the Extraordinary Resolution by
delivering a Consent Instruction in favour of the Extraordinary
Resolution which is received by the Tabulation Agent by the Consent
Deadline is eligible to receive the Consent Fee as further
described herein.
Key Terms and Conditions of the Consent Solicitation
The Consent Solicitation commences on 19 May 2022.
The deadline for receipt by the Tabulation Agent of Consent
Instructions from Eligible Certificateholders wishing to vote in
favour of the Extraordinary Resolution and to be eligible to
receive an amount of 0.2 per cent. of the face amount of the
Certificates (the Consent Fee) is 4.00 p.m. (London time) on 2 June
2022 (the Consent Deadline).
The final deadline for receipt by the Tabulation Agent via the
Clearing Systems of valid Consent Instructions from
Certificateholders wishing to vote (either in favour or against) in
respect of the Extraordinary Resolution is 12.00 p.m. (London time)
on 10 June 2022 (such time and date, the Expiration Deadline).
Consent Instructions received by the Tabulation Agent after the
Consent Deadline but before the Expiration Deadline will not be
eligible to receive the Consent Fee (even if they are a vote in
favour of the Extraordinary Resolution).
In case of an adjourned Meeting, the Expiration Deadline will be
notified to the Certificateholders in the notice of the adjourned
Meeting and will be not less than 24 hours before the time fixed
for the adjourned Meeting.
It is a term of the Consent Solicitation that Consent
Instructions shall be irrevocable (save in limited circumstances as
provided in "Amendment and Termination").
Consent Conditions
The implementation of the Consent Solicitation and the
Extraordinary Resolution will be conditional on:
(a) the passing of the Extraordinary Resolution;
(b) the quorum required for, and the requisite majority of votes
cast at, the Meeting being satisfied by Eligible
Certificateholders, irrespective of any participation at the
Meeting by any Certificateholders who are not Eligible
Certificateholders (Ineligible Certificateholders) (including the
satisfaction of such condition at an adjourned Meeting as described
in "Meeting" below) (the Eligibility Condition), or the waiver of
the Eligibility Condition by the Obligor in its sole
discretion;
(c) the execution and delivery of the Second Supplemental Trust Deed; and
(d) the Obligor not having previously terminated the Consent
Solicitation in accordance with the provisions for such termination
set out in the Consent Solicitation Memorandum,
together, the Consent Conditions.
The Obligor will announce (i) the results of the Meeting and
(ii) if the Extraordinary Resolution is passed, the satisfaction
(or otherwise) of the other Consent Conditions relating to the
Extraordinary Resolution, as soon as reasonably practicable after
the Meeting and following such satisfaction (or otherwise).
If implemented, the Extraordinary Resolution shall be binding on
all Certificateholders even if the relevant consent or instruction
proves to be defective.
Certificateholders should refer to the Notice (including the
Schedule thereto) and the draft Second Supplemental Trust Deed for
full details of the manner in which the Conditions will be modified
as referred to above.
Consent Fee
Subject to the Consent Conditions being satisfied or waived by
the Obligor in its sole discretion and a Consent Instruction in
favour of the Extraordinary Resolution being validly received by
the Tabulation Agent by the Consent Deadline and not being revoked
(in the limited circumstances in which such revocation is
permitted), the Obligor will pay, or procure the payment of, a fee
equal to 0.2 per cent. of the
face amount of the Certificates that are the subject of such
Consent Instruction (the Consent Fee) to the relevant
Certificateholders by the Payment Date (as detailed in the
indicative timetable).
Only Eligible Certificateholders who deliver, or arrange to have
delivered on their behalf, valid Consent Instructions in favour of
the Extraordinary Resolution by the Consent Deadline (which are not
subsequently revoked, in the limited circumstances in which such
revocation is permitted) will be eligible to receive the Consent
Fee. To be eligible to receive the Consent Fee, Eligible
Certificateholders who submit a Consent Instruction must not
attend, or seek to attend, the Meeting in person or make any other
arrangements to be represented (via teleconference) at the Meeting
(other than by way of their Consent Instructions). Any
Certificateholder that separately seeks to appoint a proxy to vote
at the Meeting on its behalf or to attend (via teleconference) the
Meeting in person or makes other arrangements to be represented
(via teleconference) at the Meeting in accordance with the
provisions for meetings of Certificateholders set out in Schedule 3
of the Trust Deed (the Meeting Provisions) (other than by way of
its Consent Instruction) will not be eligible to receive the
Consent Fee, irrespective of whether such Certificateholder has
delivered a Consent Instruction in favour of the Extraordinary
Resolution or such other arrangements are made by the Consent
Deadline.
Meeting
The notice convening the Meeting of the Certificateholders (the
Notice) to be held on 13 June 2022 has been given to
Certificateholders in accordance with the Conditions on the date of
the Consent Solicitation Memorandum. The form of the Notice is set
out in the Annex to the Consent Solicitation Memorandum.
The Meeting will commence at 12.00 p.m. (London time) on 13 June
2022 via teleconference.
In light of coronavirus (COVID-19), it is inadvisable to hold
the Meeting at a physical location. Accordingly, in accordance with
the provisions of the Trust Deed, further regulations regarding the
holding of the Meeting have been prescribed to facilitate the
Meeting (and any adjourned meeting) being held via teleconference.
The Meeting will not be convened at a physical location. Any
Certificateholders who indicate to the Tabulation Agent that they
wish to attend the teleconference for the Meeting (and any
adjourned such Meeting) in person or by proxy other than the
Tabulation Agent will be provided with further details about
attending the Meeting (and any adjourned such Meeting). The Meeting
will be held over Zoom, failing which, a similar electronic
platform. Should technical difficulties arise during the Meeting,
Certificateholders who are entitled to attend the Meeting will be
provided with details of a fallback videoconference or
teleconference platform.
All references in this announcement to attendance or voting "in
person" shall refer to the attendance or voting at the Meeting by
way of the teleconference facility.
At the Meeting, Certificateholders will be invited to consider
and, if thought fit, vote in favour of the Extraordinary
Resolution, all as more fully described in the Notice.
Certificateholders may vote on the Extraordinary Resolution by
arranging to deliver a Consent Instruction or an Ineligible
Certificateholder Instruction (as defined in the Notice) through
the Clearing Systems. Any Certificateholder who indicates to the
Tabulation Agent that they wish to attend (via teleconference) and
vote at the Meeting will be provided with further details about
attending the Meeting (via teleconference).
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 face amount of the
Certificates for the time being outstanding. To be passed at the
Meeting, the Extraordinary Resolution requires a majority in favour
consisting of at least 75 per cent. of the votes cast at the
Meeting. If passed at the Meeting (or any adjournment thereof), the
Extraordinary Resolution shall be binding on all
Certificateholders, whether or not present or represented at the
Meeting and whether or not voting in favour of or against the
Extraordinary Resolution.
The implementation of the Consent Solicitation and the
Extraordinary Resolution is conditional on satisfaction of the
Consent Conditions.
Both Eligible Certificateholders and Ineligible
Certificateholders attending or otherwise represented (via
teleconference) and voting at the Meeting will be taken into
consideration for the purposes of determining whether the relevant
quorum has been satisfied at the Meeting (or any adjournment
thereof) and/or whether
the requisite majority of votes have been cast in favour of the
Extraordinary Resolution. In the event the Extraordinary Resolution
is passed but the Eligibility Condition is not satisfied or waived
by the Obligor in its sole discretion, it is a term of the
Extraordinary Resolution that the Meeting shall be adjourned on the
same basis as for a Meeting where the necessary quorum is not
obtained. In such event, the Extraordinary Resolution shall be
proposed again to Certificateholders at such adjourned Meeting for
the purposes of determining whether it can be passed irrespective
of the participation by Ineligible Certificateholders at such
adjourned Meeting and, if so, the Eligibility Condition will be
satisfied or waived by the Obligor in its sole discretion on such
subsequent passing of the Extraordinary Resolution.
General
The Obligor may, at its option and in its sole discretion,
extend, or waive any condition of, the Consent Solicitation at any
time and may amend or terminate the Consent Solicitation at any
time in its discretion (subject in each case to applicable law and
the Meeting Provisions and as provided in the Consent Solicitation
Memorandum, and provided that no amendment may be made to the terms
of the Extraordinary Resolution). Details of any such extension,
waiver, amendment or termination will be announced as provided in
the Consent Solicitation Memorandum as promptly as practicable
after the relevant decision is made.
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitation, which will
depend, among other things, on timely receipt (and non-revocation
in the limited circumstances in which revocation is permitted) of
instructions, the rights of the Obligor (where applicable) to
extend, waive any condition of, amend and/or terminate the Consent
Solicitation (other than the terms of the Extraordinary Resolution)
as described in the Consent Solicitation Memorandum and the passing
of the Extraordinary Resolution at the Meeting. Accordingly, the
actual timetable may differ significantly from the timetable
below.
Certificateholders should note that Consent Instructions,
Ineligible Certificateholder Instructions or proxies given in
respect of the Meeting shall remain valid for any adjourned Meeting
unless validly revoked.
Event
Announcement of Consent Solicitation
Announcement of Consent Solicitation. 19 May 2022
Notice published via CANDI, through the
regulatory news service of the London
Stock Exchange and delivered to the Clearing
Systems for communication to Direct Participants.
The Consent Solicitation Memorandum and
documents referred to under "General"
in the Notice available from the Tabulation
Agent on request and at the Consent Website.
Consent Deadline
Deadline for receipt by the Tabulation 4.00 p.m. (London time)
Agent of valid Consent Instructions from on 2 June 2022
Eligible Certificateholders for such Certificateholders
to be eligible to receive the Consent
Fee. Such Consent Instructions must be
in favour of the Extraordinary Resolution
in order for the relevant Certificateholder
to be so eligible for the Consent Fee
(and not validly revoked in the limited
circumstances in which revocation is permitted).
Expiration Deadline
Final deadline for receipt by the Tabulation 12.00 p.m. (London time)
Agent of valid Consent Instructions from on 10 June 2022
Eligible Certificateholders and valid
Ineligible Certificateholder Instructions
from Ineligible Certificateholders for
such Certificateholders to be represented
(via teleconference) at the Meeting.
This will also be the deadline for making
any other arrangements
to attend and vote or be represented (via
teleconference) at the Meeting.
Certificateholders submitting Consent Instructions
which are received by the Tabulation Agent
after the Consent Deadline will not be
eligible to receive the Consent Fee. Certificateholders
submitting Ineligible Certificateholder
Instructions will not be eligible to receive
the Consent Fee.
Meeting
Meeting to be held via teleconference. 12.00 p.m. (London time)
If within 15 minutes after the time initially on 13 June 2022
fixed for the Meeting, a quorum is not
present, the Meeting shall stand adjourned
for such period (not being less than 14
days and not more than 42 days) and to
such place as the chairman of the Meeting
determines.
The adjourned Meeting will be held in accordance
with the terms of the Trust Deed.
Announcement of results of Meeting and
satisfaction of applicable Consent Conditions
Announcement of the results of the Meeting As soon as reasonably
and, if the Extraordinary Resolution is practicable after the
passed, satisfaction or not of the Eligibility Meeting
Condition.
Delivery of notice of such results to the
Clearing Systems for communication to Direct
Participants, and an announcement released
via CANDI and on the regulatory news service
of the London Stock Exchange.
If the Extraordinary Resolution is passed
at the Meeting and the Eligibility Condition
satisfied or waived by the Obligor in its
sole discretion, the Second Supplemental
Trust Deed will be executed and delivered
immediately.
Upon execution and delivery of the Second
Supplemental Trust Deed, the Consent Solicitation
and Extraordinary Resolution described
in the Consent Solicitation Memorandum
will be implemented.
Payment Date
Payment of the Consent Fee No later than the third
Business Day immediately
following the Meeting
at which the Extraordinary
Resolution passes and
the Eligibility Condition
is satisfied or waived
by the Obligor in its
sole discretion, subject
to satisfaction of the
Consent Conditions.
Certificateholders are advised to check with any bank,
securities broker or other intermediary through which they hold
their Certificates when such intermediary would need to receive
instructions from a Certificateholder in order for such
Certificateholder to participate in, or (in the limited
circumstances in which revocation is permitted) to validly revoke
their instruction to participate in, the Consent Solicitation
and/or the Meeting by the deadlines specified above. The deadlines
set by any such intermediary and each Clearing System for the
submission and (where permitted) revocation of Consent Instructions
or Ineligible Certificateholder Instructions will be earlier than
the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the
Consent Solicitation is set out in the Consent
Solicitation Memorandum. A copy of the Consent Solicitation
Memorandum is available to eligible persons from the Consent
Website.
Copies of the Second Supplemental Trust Deed (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 Consent
Website.
Before making a decision with respect to the Consent
Solicitation, Certificateholders should carefully consider all of
the information in the Consent Solicitation Memorandum and, in
particular, the considerations described in the section entitled
"Risk Factors and Other Considerations".
Certificateholders should contact the following for further
information:
Obligor
GFH Financial Group B.S.C. Bahrain Financial Harbour 2901, 29th
Floor
Building 1398, East Tower Block 346
Manama
Kingdom of Bahrain
Telephone: +973 1 7538 538
Attention: Salah Sharif (Chief Operating Officer) Email:
ssharif@gfh.com
Tabulation Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street London SE1 9SG
Telephone: +44 20 7704 0880
Email: gfh@is.kroll.com
Consent Website: https://deals.is.kroll.com/gfh/
Attention: Jacek Kusion
This announcement is released 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), encompassing information
relating to the Proposal described above. 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.
Disclaimer
This announcement and the Consent Solicitation Memorandum
contain important information, which should be read carefully
before any decision is made with respect to the Consent
Solicitation. This announcement must be read in conjunction with
the 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 the Obligor, the Issuer, the 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 Consent Solicitation or the Extraordinary
Resolution, and accordingly none of the Obligor, the Issuer, the
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 Consent
Solicitation or otherwise participate at the Meeting and neither
the Tabulation Agent nor any of its directors, officers, employees,
agents
or affiliates, makes any representation whatsoever regarding the
Consent Solicitation.
None of the Tabulation Agent, the Delegate, the Agents or any of
their respective agents, officers, employees, directors or
affiliates accepts any responsibility for the contents of this
announcement or any other materials relating to the Consent
Solicitation.
Distribution Restrictions
This announcement does not constitute an invitation to
participate in the 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 the Consent Solicitation Memorandum comes are required
by each of the Obligor, the Issuer, the Tabulation Agent to inform
themselves about, and to observe, any such restrictions.
United States
The Consent Solicitation is only being made to persons who are
outside the United States and to persons other than "U.S. persons"
(as defined in Regulation S of the Securities Act). Any purported
participation in the Consent Solicitation resulting directly or
indirectly from a violation of these restrictions will be invalid
and any participation in the Consent Solicitation by a person that
is located or resident in the United States or
that is a
U.S. person or by any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a beneficial owner that is
giving instructions from within the United States or that is any
U.S. person will not be accepted.
The Consent Solicitation Memorandum is not an offer of
securities for sale in the United States or to any U.S. person.
Certificates may not be offered or sold in the United States absent
registration or an exemption from registration. The Certificates
have not been, and will not be, registered under the Securities
Act, or the securities laws of any state or other jurisdiction of
the United States, and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons,
unless an exemption from the registration requirements of the
Securities Act is available.
Each Eligible Certificateholder participating in the Consent
Solicitation will represent that it is not a U.S. person (as
defined in Regulation S under the Securities Act), and is not
acting for the account or benefit of any U.S. person, and that it
is not located or resident in the United States.
For the purpose of the Consent Solicitation Memorandum, United
States means the United States of America, its territories and
possessions, any state of the United States of America and the
District of Columbia
General
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase, or the solicitation of an offer to sell any security in
any jurisdiction and participation in the Consent Solicitation by a
Certificateholder in any circumstances in which such participation
is unlawful will not be accepted.
Each Certificateholder participating in the Consent Solicitation
will be deemed to represent that it is an Eligible
Certificateholder as defined in the Consent Solicitation
Memorandum. Any Consent Instruction from a Certificateholder that
is unable to make these representations will not be accepted. Each
of the Obligor the Tabulation Agent reserves the right, in its
absolute discretion, to investigate, in relation to any submission
of Consent Instructions, whether any such representation given by a
Certificateholder is correct and, if such investigation is
undertaken and as a result the Obligor determines (for any reason)
that such representation is not correct, such Consent Instruction
may be rejected.
Ineligible Certificateholder Instructions
An Ineligible Certificateholder may deliver an Ineligible
Certificateholder Instruction up to the Expiration Deadline, but
will not be eligible to receive the Consent Fee.
This information is provided by RNS, the news service of the
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END
MSCGPUWWAUPPGUB
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