TIDM95HX
RNS Number : 6813O
GFH Financial Group B.S.C
13 June 2022
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 OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)).
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: 13 June 2022
GFH FINANCIAL GROUP B.S.C.
Announces the results of the Consent Solicitation and the
Meeting in respect of the holders of the outstanding
U.S.$500,000,000 Certificates due 2025 (ISIN: XS2100582142) issued
by GFH Sukuk Company Limited (the Issuer) (the Certificates)
On 19 May 2022, GFH Financial Group B.S.C. (the Obligor)
announced an invitation (the Consent Solicitation) to eligible
holders of the Certificates to consent to certain amendments to the
Conditions of the Certificates (the 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).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
A meeting (the Meeting) of the Certificateholders was held via
teleconference earlier today, Monday 13 June 2022, in connection
with the Consent Solicitation, and the Obligor now announces the
results of the Meeting.
Results of the Meeting
NOTICE IS HERERBY GIVEN to the Certificateholders that the
necessary quorum was not achieved at the Meeting and accordingly
the Meeting has been adjourned.
Accordingly, a notice (the Notice) convening an adjourned
meeting (the Adjourned Meeting) in respect of the Certificates, to
be held via teleconference on 28 June 2022, has been given to the
relevant Certificateholders in accordance with the Conditions on
the date of this announcement.
The Adjourned Meeting in respect of the Certificates will
commence at 12.00 p.m. (London time) on 28 June 2022.
In light of coronavirus (COVID-19), it is inadvisable to hold
the Adjourned Meeting at a physical location. Accordingly, and in
accordance with the provisions of the Trust Deed, further
regulations regarding the holding of the Adjourned Meeting have
been prescribed to facilitate the Adjourned Meeting being held via
teleconference. The Adjourned 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 Adjourned Meeting in person or by proxy other than the
Tabulation Agent will be provided with further details about
attending the Adjourned
Meeting. The Adjourned Meeting will be held over Zoom, failing
which, a similar electronic platform. Should technical difficulties
arise during the Adjourned Meeting, Certificateholders who are
entitled to attend the Adjourned Meeting will be provided with
details of a fallback videoconference or teleconference
platform.
Consent Instructions relating to the Certificates submitted
prior to the time and date of this announcement shall remain
effective for the Adjourned Meeting unless validly revoked in the
limited circumstances set out in the Consent Solicitation
Memorandum.
Extension of Consent Solicitation and the Payment Date in
respect of the Certificates
The Expiration Deadline for the Consent Solicitation in respect
of the Certificates is extended to 12.00 p.m. (London time) on 27
June 2022, and references in the Consent Solicitation Memorandum to
the Expiration Deadline must be read accordingly.
If the Extraordinary Resolution in respect of the Certificates
is passed at the Adjourned Meeting, the Obligor expects the Payment
Date in respect of the Consent Fee to be 1 July 2022.
Voting and Quorum
The quorum at the Adjourned Meeting will be two or more persons
being or representing Certificateholders holding or representing
not less than 25 per cent. in face amount of the Certificates for
the time being outstanding. To be passed at the Adjourned Meeting,
the Extraordinary Resolution requires a majority in favour
consisting of at least 75 per cent. of the votes cast at the
Adjourned Meeting. The implementation of the Consent Solicitation
and the Extraordinary Resolution is conditional on satisfaction of
the Consent Conditions as set out in the Consent Solicitation
Memorandum.
Tabulation Agent
Kroll Issuer Services Limited
Telephone: +44 20 7704 0880 Attention: Illia Vyshenskyi Email:
gfh@is.kroll.com
Website: https://deals.is.kroll.com/gfh
The Shard
32 London Bridge Street London SE1 9SG United Kingdom
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), 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.
General
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END
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