GBGI.L Regulatory News (GBGI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

NEITHER THE GFSC NOR THE STATES OF GUERNSEY TAKE ANY RESPONSIBILITY FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DOCUMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION NO 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

19 November 2018

RECOMMENDED CASH OFFER

for

GBGI Limited ("GBGI")

by

Elm Bidco, L.P. ("Bidco")

a Cayman Island exempted limited partnership that is controlled by affiliates of

Further Global Capital Management, L.P. ("Further Global")

to be effected by means of a scheme of arrangement

under Part VIII of The Companies (Guernsey) Law, 2008, as amended

PUBLICATION OF THE SCHEME DOCUMENT

On 5 November 2018, the Boards of GBGI and Bidco announced that they had reached agreement on the terms of a recommended cash offer by Bidco for the entire issued and to be issued share capital of GBGI (the "Offer"). The Offer is to be effected by means of a scheme of arrangement between GBGI and the Scheme Shareholders under Part VIII of the Companies Law of Guernsey.

Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document (as defined below).

Publication of the Scheme Document

GBGI is pleased to announce that it has today published a circular in relation to the Scheme (the "Scheme Document"). The Scheme Document, together with associated Forms of Proxy and Form of Election, will now be posted to GBGI Shareholders and those persons with information rights in hard copy.

The Scheme Document sets out, among other things, a letter from the Chairman of GBGI, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 108 of Part VIII of the Companies Law of Guernsey, an expected timetable of principal events, notices of the Court Meeting and General Meeting to be held at Appleby (Guernsey) LLP, Hirzel Court, St Peter Port, Guernsey GY1 3BN on 14 December 2018 from 10:00 a.m. and details of the action to be taken by GBGI Shareholders. The Scheme Document will be posted, or made available electronically (as required), to GBGI Shareholders and those persons with information rights.

A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM/.

Action required by GBGI Shareholders

Notices convening the Court Meeting and the General Meeting at 10:00 a.m. on 14 December 2018 and 10:15 a.m. on 14 December 2018 (or as soon thereafter as the Court Meeting has concluded or been adjourned), respectively, to be held at the offices of Appleby (Guernsey) LLP, Hirzel Court, St Peter Port, Guernsey GY1 3BN, are included in the Scheme Document. Forms of proxy for use at such meetings are enclosed with the Scheme Document (or will be posted separately to GBGI Shareholders who have not elected to receive hard copies of the Scheme Document).

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received), or alternatively, submit your proxy by electronic means, as soon as possible.

A Form of Election is also enclosed with the Scheme Document. Please note that you will not need to complete a Form of Election if you wish to receive the Cash Consideration in US$, only if you wish to make a Sterling Cash Election or wish to elect for the Unlisted Bidco Interest Alternative.

Copies of this announcement and the Scheme Document will be available (subject to certain restrictions relating to persons in certain overseas jurisdictions) on GBGI's website www.gbg.com/#/AboutGBG/Investors and on Bidco's website at www.furtherglobal.com/Offer up to an including the Effective Date.

Holders of GBGI Shares should carefully read the Scheme Document in their entirety before making a decision with respect to the Scheme.

Shareholder Helpline

A shareholder helpline is available for GBGI Shareholders. If you have any questions about the Scheme Document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy or Form of Election, please call Link Asset Services on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Asset Services is open between 9:00 a.m. to 5.30 p.m. Monday to Friday (London time), excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Cancellation of admission of GBGI Shares to trading on AIM

The last day of dealings in, and registration of transfers of, GBGI Shares (other than the registration of the transfer of the Scheme Shares to Bidco pursuant to the Scheme) on AIM is expected to be the Effective Date and no transfers will be registered after the Scheme Record Time, which is expected to be 6.00 p.m. on 5 February 2019. It is also intended that dealings in GBGI Shares will be suspended at the Scheme Record Time. GBGI will make an application to AIM for the cancellation of the admission to trading of GBGI Shares on AIM, expected to take effect at 7.00 a.m. on 6 February 2019.

Timetable

Subject to the approval of GBGI Shareholders at the Court Meeting and General Meeting, the approval of the Bidco Shareholders at the General Meeting, as well as the satisfaction or waiver of the other Conditions set out in the Scheme Document, completion of the Offer is expected to occur in the first quarter of 2019.

The expected timetable of principal events for the implementation of the Scheme is set out below. All times shown in this Announcement are references to London time unless otherwise stated.

1. It is requested that BLUE Forms of Proxy for the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of a day that is not a Business Day). BLUE Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or the Registrar before the start of the Court Meeting. Please see "Action to be taken" in paragraph 18 of part 2 of this document.

2. WHITE Forms of Proxy for the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of a day that is not a Business Day). WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting or the Registrar at the General Meeting. Please see "Action to be taken" in paragraph 18 of part 2 of this document.

3. GBGI Shareholders who fail (or choose not) to make a Sterling Cash Election by 1.00 p.m. on 12 December 2018, or who make elections which are in any way invalid, will be deemed to have elected to receive Cash Consideration in respect of their GBGI Shares in USD. Please see "Action to be taken" in paragraph 18 of part 2 of this document.

4. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two days before the date set for such adjourned Meeting.

5. Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

6. These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set out in Part 4 of this document are satisfied or (if applicable) waived; and (ii) the Court sanctions the Scheme. GBGI will give notice of the change(s) by issuing an announcement through a Regulatory Information Service. All GBGI Shareholders have the right to attend the Court Hearing.

Enquiries:

Important Notices

Canaccord Genuity Limited which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting as financial adviser to GBGI and for no one else in connection with the Offer and other matters referred to in this document and will not be responsible to anyone other than GBGI for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this document or any other matters referred to in this document.

Perella Weinberg Partners UK LLP which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser to Further Global and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Further Global for providing the protections afforded to its clients nor for providing advice in connection with the subject matter of this announcement.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Proposed Acquisition.

This Announcement has been prepared for the purpose of complying with English law, Guernsey law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom or Guernsey.

GBGI will prepare the Scheme Document to be distributed to Scheme Shareholders at no cost to them. GBGI and Further Global urge Scheme Shareholders to read the Scheme Document in full when it becomes available because it will contain important information relating to the Offer.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to the Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer relates to shares of a Guernsey incorporated company and is proposed to be effected by means of a scheme of arrangement under Part VIII of the Guernsey Companies Law. The Offer, proposed to be implemented by way of a scheme of arrangement, is not subject to the proxy solicitation rules nor the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in Guernsey to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Offer by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations. Such a Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Further Global, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in GBGI outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

The Class B Bidco Interests to be issued pursuant to the Offer have not been registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act. The Class B Bidco Interests to be issued pursuant to the Offer will be issued pursuant to the exemption from registration provided by Section 3(a)(10) under the US Securities Act. If, in the future, Bidco exercises its right to implement the Offer by way of a Takeover Offer or otherwise in a manner that is not exempt from the registration requirements of the US Securities Act, it may be required to file a registration statement with the US Securities and Exchange Commission (the "SEC") that will contain a prospectus with respect to the issuance of Class B Bidco Interests. In this event, Scheme Shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC's website at www.sec.gov or by directing a request to Bidco's contact for enquiries identified above.

None of the securities referred to in this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

GBGI is incorporated under the laws of Guernsey. In addition, some of its officers and directors reside outside the United States, and some or all of its assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against GBGI or its officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue GBGI or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.

GBGI's financial statements, and all financial information that is included in this Announcement, or that may be included in the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Scheme Shareholders who are not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey should inform themselves of, and observe, any applicable requirements.

The Offer will be subject to the applicable requirements of the Guernsey Companies Law, the Court (as a result of GBGI being incorporated in Guernsey) and the GFSC (as a result of members of the GBGI Group being licensed pursuant to the Guernsey IB Law), together with the applicable requirements of the Code, the Panel, the London Stock Exchange and the AIM Rules.

Forward looking statements

This Announcement contains statements about Bidco and GBGI that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and GBGI and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, other than statements of historical facts included in this Announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or GBGI's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or GBGI's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in laws or the enforcement or interpretation thereof, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Bidco, Further Global and GBGI disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Bidco Share or GBGI Share for the current or future financial years, will necessarily match or exceed the historical published earnings per Bidco Share or GBGI Share.

Dealing and Opening Position Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), on GBGI's website at www.gbg.com/#/AboutGBG/Investors and on Bidco's website at www.furtherglobal.com/Offer by no later than 12.00 noon (London time) on 20 November 2018 (being the business day following the date of this announcement) in accordance with Rule 26.1(a) of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may request that all future documents, announcements and information sent to that person in relation to the Offer should be in hard copy form. Any request should be sent to Link Asset Services or by calling Link Asset Services on +44 (0)371 664 0321 (calls outside the United Kingdom will be charged at the applicable international rate). Lines are open 9:00 a.m. (London time) - 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales).