
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM), OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE RESIDENT OUTSIDE THE UNITED KINGDOM).
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE PRE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
This notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this notice relates is available only to relevant persons and will be engaged in only with relevant persons.
If you have recently sold or otherwise transferred your entire holding(s) of the Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY NOTES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION. THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AND SUCH REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
NOTICE OF REDEMPTION
FIVE HOLDINGS (BVI) LIMITED
September 22, 2025
US$330,000,000 9.375% Senior Notes due 2027 (the "Notes")
(Regulation S Notes ISIN/Common Code: XS2611093365 / 261109336;
Rule 144A Notes CUSIP/ISIN: 33829Q AA0 / US33829QAA04)
We refer to the master trust deed dated 3 October 2023 (as amended, supplemented or otherwise modified from time to time, the "Master Trust Deed") among FIVE Holdings (BVI) Limited, a company incorporated under the laws of the British Virgin Islands (the "Issuer"), the Guarantors (as defined in the Master Trust Deed) and Citibank, N.A., London Branch, as trustee, including the conditions of the Notes set out at Schedule 1 (Terms and Conditions of the Notes) of the Master Trust Deed (the "Conditions") pursuant to which the Notes were constituted on the terms and subject to the conditions contained therein. Capitalised terms used herein and not specifically defined will bear the same meanings given to them in the Master Trust Deed.
Notice is hereby given in accordance with Condition 6.2(b) of the Notes that the Issuer has exercised its right to redeem, and does hereby call for redemption and will redeem on October 3, 2025 (the "Redemption Date"), US$330,000,000 in aggregate principal amount of the Notes at a redemption price of 104.6875% of the principal amount of such Notes, plus accrued and unpaid interest thereon, to (but excluding) the Redemption Date.
The terms and conditions of the redemption are as follows:
1. The Issuer hereby gives notice that US$330,000,000 in aggregate principal amount of the Notes will be redeemed on the Redemption Date in accordance with Condition 6.2(b) of the Notes.
2. In accordance with Condition 6.2(b) of the Notes, the redemption price will be 104.6875% of the principal amount of the Notes to be redeemed plus US$15,468,750 of accrued and unpaid interest to (but excluding) the Redemption Date (the "Redemption Price").
3. The Notes called for redemption must be surrendered (in accordance with the practices of DTC, Euroclear and Clearstream, Luxembourg) to Citibank Europe Plc as the Registrar, at 1 North Wall Quay, Dublin 1, Ireland, to collect the Redemption Price.
4. Unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption will become due and payable on the Redemption Date and interest on the Notes to be redeemed will cease to accrue on and after the Redemption Date.
5. The redemption payments will be made on the same day as the Redemption Date. The record date shall be the business day in New York before the Redemption Date.
6. The CUSIP, ISIN or Common Code numbers, as applicable, in relation to the Notes being redeemed are as set forth above. No representation as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers listed in this notice or printed on the Notes is made.
This Notice is given by:
FIVE HOLDINGS (BVI) LIMITED, the Issuer.
Enquiries about the above notice should be directed to the Issuer at:
Negar Shapourian
Legal Counsel | , | FIVE Holdings |
negar@fiveglobalholdings.com
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