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IMPORTANT NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached tender offer memorandum (as it may be supplemented or amended from time to time, the “Tender Offer Memorandum”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing, reading or making any other use of the Tender Offer Memorandum or accepting the Tender Offer Memorandum by email, you shall be deemed to have agreed (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from GLP Pte. Ltd. (formerly known as Global Logistic Properties Limited) (the “Company”), Citigroup Global Markets Singapore Pte. Ltd. and Mizuho Securities Asia Limited as dealer managers (each a “Dealer Manager” and, together, the “Dealer Managers”) and/or D.F. King Ltd as information and tender agent (the “Information and Tender Agent”) as a result of such acceptance and access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Memorandum.
THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION. NOTHING IN THE TENDER OFFER MEMORANDUM OR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE NEW NOTES (AS DEFINED IN THE TENDER OFFER MEMORANDUM) IN THE UNITED STATES OR TO ANY U.S. PERSON IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. THE EXISTING NOTES (AS DEFINED BELOW) WHICH ARE THE SUBJECT OF THE OFFER (AS DEFINED IN THE TENDER OFFER MEMORANDUM) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED BELOW), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE OFFER HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE TENDER OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.
THE TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED TO INVESTORS WHO ARE OR ARE ACTING FOR THE ACCOUNT OR BENEFIT OF NON-U.S. PERSONS THAT ARE ADDRESSEES OUTSIDE OF THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE TENDER OFFER MEMORANDUM. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS OF THE UNITED STATES OR OTHER JURISDICTIONS.
THIS DOCUMENT IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS DOCUMENT AS A FINANCIAL PROMOTION IS BEING MADE TO, AND IS DIRECTED ONLY AT: (A) PERSONS OUTSIDE THE UNITED KINGDOM; (B) THOSE PERSONS FALLING WITHIN THE DEFINITION OF INVESTMENT PROFESSIONALS (AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”)); (C) PERSONS FALLING WITHIN ARTICLE 43(2) OF THE FINANCIAL PROMOTION ORDER; OR (D) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE FINANCIAL PROMOTION ORDER (SUCH PERSONS TOGETHER BEING “RELEVANT PERSONS”). THIS DOCUMENT IS ONLY AVAILABLE TO RELEVANT PERSONS AND THE TRANSACTIONS CONTEMPLATED HEREIN WILL BE AVAILABLE ONLY TO, AND ONLY ENGAGED IN WITH, RELEVANT PERSONS. THIS FINANCIAL PROMOTION MUST NOT BE RELIED OR ACTED UPON BY PERSONS OTHER THAN RELEVANT PERSONS.
Confirmation of your representation: In order to be eligible to view the Tender Offer Memorandum or make an investment decision with respect to the Offer (as defined below), you must be or be acting for the account or benefit of a non-U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) and outside the United States and otherwise able to participate lawfully in the offer to purchase for cash by the Company to holders of its outstanding 3.875 per cent. Senior Notes due 2025 (ISIN: XS1242348164) (the “Existing Notes”) of an aggregate principal amount up to the Maximum Acceptance Amount (as defined in the Tender Offer Memorandum), although the Company reserves the right, in its sole discretion, to accept significantly less than such amount, or to accept none of such Existing Notes, for purchase pursuant to the Offer, at a purchase price of U.S.$[ ] per U.S.$1,000 principal amount of Existing Notes, plus Accrued Interest (as defined below) upon the terms and subject to the conditions set forth in the attached Tender Offer Memorandum (the “Offer”). The Tender Offer Memorandum was sent at your request and, by accepting the email to which the Tender Offer Memorandum was attached or by accessing the attached Tender Offer Memorandum you shall be deemed to have represented to each of the Company, the Dealer Managers and the Information and Tender Agent that:
(i) you are a holder or a beneficial owner of any of the Existing Notes;
(ii) the electronic mail address that you have given to us and to which the Tender Offer Memorandum has been delivered is not located in the United States;
(iii) you are or are acting for the account or benefit of a non-U.S. person;
(iv) neither you nor any beneficial owner of the Existing Notes, nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States and will not be located or resident in the United States at the time of your receipt of the Tender Offer Memorandum or the submission of your Tender Instruction (as defined in the Tender Offer Memorandum);
(v) you have not and will not send any copy of the Tender Offer Memorandum to any other person and you have not used and will not use, directly or indirectly, the mails of, or a means of communication or other means or instrumentality of interstate or foreign commerce or the facilities of a United States securities exchange in relation to the Offer;
(vi) you are a person to whom it is lawful to send the Tender Offer Memorandum or for the Company to make an invitation pursuant to the Offer under applicable laws and regulations;
(vii) you are not a Sanctions Restricted Person (as defined in the Tender Offer Memorandum); and
(viii) you consent to delivery of the Tender Offer Memorandum by electronic transmission.
The Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Managers, the Information and Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Dealer Managers.
You are also reminded that the Tender Offer Memorandum has been sent or access provided to you on the basis that you are a person into whose possession the Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Tender Offer Memorandum to any other person.
If you have recently sold or otherwise transferred your entire holding(s) of Existing Notes, you should notify the Information and Tender Agent immediately.
Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that an Offer be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in that jurisdiction, such Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company, in such jurisdiction.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions. The Existing Notes which are subject to the Offer have not been registered under the Securities Act, or the securities laws of the United States or any state thereof or the applicable laws of any other jurisdiction.
None of the Dealer Managers or the Information and Tender Agent shall have any obligation to support any losses directly or indirectly sustained or incurred by any holder of the Existing Notes for any reason whatsoever in connection with the Company, including the non-performance by the Company of any of its obligations, whether to the holders of the Existing Notes or otherwise.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.