TIDMPRLG
RNS Number : 0849F
Pearl Group
05 January 2010
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES OR TO
ANY PERSON LOCATED IN THE REPUBLIC OF ITALY
5 January 2010
PEARL GROUP ANNOUNCES AN INVITATION BY PEARL GROUP HOLDINGS (NO.1) LIMITED (THE
"COMPANY") TO THE HOLDERS OF ITS OUTSTANDING GBP500,000,000 6.5864 PER CENT.
FIXED/FLOATING RATE PERPETUAL RESET CAPITAL SECURITIES (THE "NOTES")
TO SUBMIT OFFERS TO PEARL GROUP TO EXCHANGE NOTES
ALONG WITH A SOLICITATION OF CONSENTS
BY THE COMPANY TO PROPOSED AMENDMENTS
OF THE NOTES
The Company has today invited holders of its outstanding GBP500,000,000 6.5864
per cent. Fixed/Floating Rate Perpetual Reset Capital Securities to submit
offers to Pearl Group (incorporated in Cayman Islands with registered number
202172) to exchange their Notes (the "Exchange Offer") for zero coupon senior
non-transferable registered notes due 17 December 2010 issued by Pearl Group
(the "Registered Notes"). The maximum aggregate nominal amount of Notes validly
offered for exchange that Pearl Group may accept pursuant to the Exchange Offer
is up to GBP100,000,000.
Concurrently with the Exchange Offer, the Company is (i) soliciting consents
from Noteholders for the adoption of certain proposed amendments to the Notes
(the "Proposed Amendments") as described herein and (ii) convening a Meeting of
Noteholders at 10am (London time) on 27 January 2010, at which the Extraordinary
Resolution to approve the Proposed Amendments and their implementation will be
considered and, if thought fit, passed.
Pearl Group CEO, Jonathan Moss said:
"Pearl Group is emerging from last year's market dislocation with a strengthened
capital position, new ownership and a new Chairman in Ron Sandler. We are
Euronext listed and have a secondary listing on the LSE. We have a compelling
business model as the leading consolidator of run-off life assurance books and
we have ambitions to move to a primary listing on the LSE and to acquire new
books of business in due course. We are very keen to resolve all outstanding
issues with our Tier 1 bondholders and have held extensive discussions with
bondholder representatives over the last few months, which have been helpful to
us in understanding their thinking and which we hope has helped bondholder
representatives to understand our position.
These proposals represent a good and fair offer to our Tier 1 bondholders and we
believe that they meet our obligation to respect the interests of all
stakeholders. We very much hope that these proposals will be accepted and that
we will be able to move forward with these issues fully resolved."
A Noteholder may consent to the Proposed Amendments without submitting its Notes
for exchange pursuant to the Exchange Offer. However, a Noteholder validly
tendering Notes (and not revoking its consent in the limited circumstances in
which such revocation is permitted) will be consenting to the Proposed
Amendments irrespective of whether or not its offer is accepted in full or in
part by Pearl Group. Holders of the Notes should note that the Exchange Offer is
not conditional on the passing of the Extraordinary Resolution at the Meeting.
The Consent Solicitation is not conditional on Noteholders tendering their Notes
to Pearl Group under the Exchange Offer.
The Exchange Offer and Consent Solicitation are made on the terms and subject to
the conditions set out in the Exchange Offer and Consent Solicitation Memorandum
dated 5 January 2010 (the "Exchange Offer and Consent Solicitation Memorandum").
RATIONALE FOR THE EXCHANGE OFFER
The Exchange Offer is being presented to Noteholders who would like an
opportunity to exit the Notes as soon as possible. The Company believes that
some Noteholders may wish to receive short dated notes with a fixed maturity in
return for their Notes rather than remain holders of the Notes following the
Consent Solicitation. The Exchange Offer provides such Noteholders with an
opportunity to exchange their Notes into Registered Notes which offer the
ability to receive cash in less than 12 months by virtue of the redemption of
the Registered Notes, subject to the optional redemption provisions contained in
the terms and conditions of the Registered Notes.
THE EXCHANGE OFFER
The Existing Notes and the new Registered Notes for which they may be exchanged
are comprised as follows:
+----------------------+---------------+------------+----------------------+
| Description of the | Common | Exchange | Exchange Ratio |
| Existing Notes | Code/ISIN | Price | |
+----------------------+---------------+------------+----------------------+
| GBP500,000,000 | 023524520/ | GBP0.45 | 45:100 |
| 6.5864 per cent. | XS0235245205 | per | |
| Fixed/Floating Rate | | GBP1.00 | |
| Perpetual Reset | | | |
| Capital Securities | | | |
+----------------------+---------------+------------+----------------------+
| Description of the | Maximum New | New Issue | New Issue Coupon |
| Registered Notes | Issue Size | Price | |
+----------------------+---------------+------------+----------------------+
| Zero coupon senior | Up to | 100 per | Zero Coupon |
| non-transferable |GBP45,000,000 | cent. | |
|registered notes due | | | |
| 17 December 2010 | | | |
+----------------------+---------------+------------+----------------------+
The Company, subject to compliance with local securities laws, invites all
holders of the Company's Notes to offer to Pearl Group to exchange such Notes
for Registered Notes. However, Pearl Group will only accept Notes up to a
maximum aggregate nominal amount of up to GBP100,000,000 (the "Maximum
Acceptance Amount"). Pearl Group reserves the right to decrease the Maximum
Acceptance Amount in respect of the Exchange Offer.
If the aggregate nominal amount of Notes validly offered for exchange pursuant
to Exchange and Consent Instructions is greater than the Maximum Acceptance
Amount, Pearl Group intends to accept such Notes for exchange on a pro rata
basis such that the aggregate nominal amount of such Notes accepted for exchange
is no greater than such Maximum Acceptance Amount.
The Registered Notes New Issue Price is 100 per cent. of the principal amount of
Registered Notes and they bear zero interest.
THE CONSENT SOLICITATION
RATIONALE FOR THE CONSENT SOLICITATION
The Consent Solicitation is being offered to give Noteholders the enhanced
protections of an amended alternative coupon satisfaction mechanism
("ACSM") operating at the Company and the Pearl Group levels and a dividend and
capital restriction also applying at the Company and Pearl Group levels (each as
set out in more detail in the Exchange Offer and Consent Solicitation
Memorandum). In addition, Noteholders are being asked to consent to a reduction
in the principal amount of the Notes of 25 per cent. and the irrevocable waiver
of the Deferred Coupon and certain other matters as set out in the Exchange
Offer and Consent Solicitation Memorandum.
Concurrently with the Exchange Offer, the Company is seeking the consent of the
holders of the Notes for (i) the adoption of the Proposed Amendments to the
terms and conditions of the Notes which include, without limitation, (a)
amending the ACSM so that it operates at both the Company and the Pearl Group
levels, (b) amending the dividend and capital restriction so that it operates at
the Company and the Pearl Group levels, (c) the pro rata reduction of the
outstanding principal amount of the Notes from GBP500,000,000 to GBP375,000,000,
and (d) the scheduled Coupon Payment for April 2010 to be calculated by
reference to the reduced principal amount for the entire Coupon Period
applicable to that Coupon Payment; (ii) the execution of the Supplemental Trust
Deed, the Calculation Agency Agreement and Paying Agency Agreement to reflect
the Proposed Amendments if approved; (iii) the authorisation and instruction of
the Trustee to grant an irrevocable waiver of any and all (a) Deferred Coupon
Payments outstanding at the date of the Extraordinary Resolution and (b)
breaches of the obligations in clause 7.1.9(a) of the Existing Supplemental
Trust Deed and condition 17 of the Conditions to maintain a calculation agent
existing as at the date the Proposed Amendments become effective, and (iv) to
consent to the Company issuing the Balancing Instrument (to retain the Company's
regulatory capital position).
A meeting of the holders of the Notes is being convened for the purpose of
considering and, if thought fit, passing an Extraordinary Resolution relating to
the Proposed Amendments. The Meeting will be held at 10am (London time) on 27
January 2010 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London
E14 5JJ.
Under no circumstances, will the Proposed Amendments be effected with respect to
the Conditions unless the holders of not less than three-quarters of votes cast
at the Meeting of Noteholders (the "Meeting") at which a valid quorum is present
have consented to the Proposed Amendments. Holders of the Notes that validly
tender their Notes for exchange into the Exchange Offer will be consenting to
the Proposed Amendments.
The Exchange Offer is not conditional on the passing of the Extraordinary
Resolution. The Consent Solicitation is not dependent on Noteholders tendering
any Notes to Pearl Group under the Exchange Offer. However, a Noteholder validly
tendering (and not validly revoking in the limited circumstances in which such
revocation is permitted) Notes will be consenting to the Proposed Amendments.
PARTICIPATING IN THE EXCHANGE AND/OR CONSENT SOLICITATION
To offer Notes for exchange pursuant to the Exchange Offer and to vote in favour
of the Proposed Amendments, a Noteholder should deliver, or arrange to have
delivered on its behalf, via the relevant Clearing System and in accordance with
the requirements of such Clearing System, a valid Exchange and Consent
Instruction that is received by the Exchange Agent by the Exchange Offer
Deadline.
To vote on the Proposed Amendments only (without tendering Notes into the
Exchange Offer), a Noteholder should either (i) deliver, or arrange to have
delivered on its behalf, via the relevant Clearing System and in accordance with
the requirements of such Clearing System, a valid Consent Solicitation Voting
Instruction that is received by the Tabulation Agent by the Consent Solicitation
Deadline or (ii) obtain a Voting Certificate from a Paying Agent and attend in
person or deliver a Voting Certificate to the person whom it wishes to attend on
its behalf.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would require
to receive instructions to participate in, or (in the circumstances in which
revocation is permitted) revoke their instruction to participate in, the
Exchange Offer and/or the Consent Solicitation in order to meet the deadlines
specified in the Exchange Offer and Consent Solicitation Memorandum. The
deadlines set by any such intermediary and each Clearing System for the
submission and withdrawal of Exchange and Consent Instructions will be earlier
than the relevant deadlines specified below.
expected Timetable of Events
The times and dates below are indicative only and are subject to extension or
modification. All times are London time.
+----------------+-------------+
| |
+----------------+
| Events | Times |
| | and |
| | Dates |
+----------------+-------------+
| Events | Times |
| | and |
| | Dates |
+----------------+-------------+
| Commencement | |
| of the | |
| Exchange | |
| Offer and | |
| Consent | |
| Solicitation | |
+----------------+-------------+
| Exchange | 5 |
| Offer | January |
| and | 2010 |
| Consent | |
| Solicitation | |
| announced. | |
+----------------+-------------+
| Exchange | 5 |
| Offer | January |
| and | 2010 |
| Consent | |
| Solicitation | |
| Memorandum | |
| available | |
| from the | |
| Dealer | |
| Managers, | |
| the Exchange | |
| Agent and | |
| the | |
| Tabulation | |
| Agent. | |
+----------------+-------------+
| Notice | 5 |
| of | January |
| Exchange | 2010 |
| Offer | |
| and | |
| Consent | |
| Solicitation | |
| submitted to | |
| the Clearing | |
| Systems and | |
| published | |
| via RNS, a | |
| Notifying | |
| News | |
| Service. | |
+----------------+-------------+
| Expiration | |
| of | |
| Exchange | |
| Offer | |
+----------------+-------------+
| Deadline | 4pm |
| for | (London |
| receipt | Time) on |
| of | 15 |
| Exchange | January |
| and | 2010 |
| Consent | |
| Instructions | |
| by the | |
| Exchange | |
| Agent via | |
| the Clearing | |
| Systems. | |
+----------------+-------------+
| Consent | |
| Solicitation | |
| Deadline for | |
| submission | |
| of Consent | |
| Solicitation | |
| Voting | |
| Instructions | |
+----------------+-------------+
| Deadline | 10 am |
| for | (London |
| receipt | time) |
| of | 25 |
| Consent | January |
| Solicitation | 2010 |
| Voting | |
| Instructions | |
| by the | |
| Tabulation | |
| Agent via | |
| the Clearing | |
| Systems. | |
+----------------+-------------+
| Meeting | 10 am |
| of | (London |
| Noteholders | time) |
| | on |
| | 27 |
| | January |
| | 2010 |
+----------------+-------------+
| Announcement | |
| of Exchange | |
| Offer | |
| Results | |
+----------------+-------------+
| Announcement | At or |
| of decision | around |
| by Pearl | 4pm (London |
| Group | time) on 27 |
| whether to | January |
| accept valid | 2010 or |
| offers of | earlier at |
| Notes for | the |
| exchange | discretion |
| pursuant to | of Pearl |
| the Exchange | Group |
| Offer and, | |
| if so, (i) | |
| the final | |
| aggregate | |
| nominal | |
| amount of | |
| (a) Notes | |
| accepted for | |
| exchange and | |
| details of | |
| any pro rata | |
| allocations | |
| and (b) | |
| Registered | |
| Notes to be | |
| issued and | |
| (ii) any | |
| Cash | |
| Rounding | |
| Amount (if | |
| applicable). | |
+----------------+-------------+
| Announcement | |
| of Consent | |
| Solicitation | |
| Results | |
+----------------+-------------+
| Announcement | 28 |
| by the | January |
| Company of | 2010 or |
| the results | earlier |
| of the | at the |
| Consent | discretion |
| Solicitation | of the |
| and notice | Company |
| of results | but only |
| of the | following |
| Meeting or | the end of |
| notice of | the |
| any | Meeting |
| adjourned | |
| meeting | |
| through the | |
| relevant | |
| Clearing | |
| Systems. | |
+----------------+-------------+
| Settlement | |
| Date | |
+----------------+-------------+
| Expected | 28 |
| (i) | January |
| settlement | 2010 |
| date for | |
| Exchange | |
| Offer, | |
| including | |
| issuance | |
| and | |
| delivery | |
| of | |
| Registered | |
| Notes in | |
| exchange | |
| for Notes | |
| validly | |
| offered | |
| for | |
| exchange | |
| by a | |
| Noteholder | |
| and | |
| accepted | |
| by Pearl | |
| Group and | |
| payment of | |
| any Cash | |
| Rounding | |
| Amount (if | |
| applicable). | |
+----------------+-------------+
| Amendment | |
| Effective | |
| Date | |
+----------------+-------------+
| Subject | 28 |
| to the | January |
| Extraordinary | 2010 |
| Resolution | |
| being passed | |
| at the | |
| Meeting, | |
| execution of | |
| the | |
| Supplement | |
| Trust Deed | |
| and other | |
| necessary | |
| documentation. | |
+----------------+-------------+
GENERAL
The Exchange Offer and Consent Solicitation are made on the terms and subject to
the conditions as further described in the Exchange Offer and Consent
Solicitation Memorandum.
Eligible Noteholders are advised to read carefully the Exchange Offer and
Consent Solicitation Memorandum for full details of and information on the
procedures for participating in the Exchange Offer and/or Consent Solicitation.
The Exchange Offer is not being made in the United States or Italy or to any
U.S. person or to any person located in Italy and is also restricted in other
jurisdictions, as more fully described below.
Capitalised terms used and not otherwise defined in this announcement have the
meaning given in the Exchange Offer and Consent Solicitation Memorandum.
Pearl Group and/or the Company may, in their sole discretion, extend, re-open,
amend or waive any condition of or terminate the Exchange Offer and/or Consent
Solicitation at any time (subject to applicable law and as provided in the
Exchange Offer and Consent Solicitation Memorandum). Details of any such
extension, re-opening, amendment, waiver or termination will be announced as
provided in the Exchange Offer and Consent Solicitation Memorandum as soon as
reasonably practicable after the relevant decision is made.
Requests for information in relation to the Exchange Offer and Consent
Solicitation Memorandum should be directed to the Dealer Managers being, The
Royal Bank of Scotland plc and UBS Limited.
Requests for information in relation to the procedures for offering to exchange
Notes, to participate in the Consent Solicitation and for any documents or
materials relating to the Exchange Offer and/or Consent Solicitation should be
directed to the Exchange Agent and Tabulation Agent.
FOR FURTHER INFORMATION
+-------------------------------------------------------------------------------+
| |
+-------------------------------------------------------------------------------+
| Requests for information in relation to the Exchange Offer and Consent |
| Solicitation should be directed to: |
| THE DEALER MANAGERS |
| The Royal Bank of Scotland plc UBS Limited |
| 135 Bishopsgate 1 Finsbury Avenue |
| London EC2M 3UR London EC2M 2PF |
| United Kingdom United Kingdom |
| Tel: +44 20 7085 8056 Tel: +44 (0) 20 7568 6185 |
| Attention: Andrew Burton Attention: Michael Zentz |
| Email: liabilitymanagement@rbs.com Email: Michael.Zentz@ubs.com |
| EXCHANGE AGENT AND TABULATION AGENT |
| |
+-------------------------------------------------------------------------------+
| Lucid Issuer Services Limited |
| Leroy House |
| 436 Essex Road |
| London N1 3QP |
| United Kingdom |
| Tel: + 44 20 7704 0880 |
| Attention: pearl@lucid-is.com |
| Email: Lee Pellicci |
| |
+-------------------------------------------------------------------------------+
DISCLAIMER
This announcement must be read in conjunction with the Exchange Offer and
Consent Solicitation Memorandum. The announcement and the Exchange Offer and
Consent Solicitation Memorandum contain important information which should be
read carefully before any decision is made with respect to the Exchange Offer
and Consent Solicitation. If any Noteholder is in any doubt as to the action it
should take, it is recommended to seek its own financial advice, including in
respect of any tax consequences, immediately from its stockbroker, bank manager,
solicitor, accountant or other independent financial adviser. Any individual or
company whose Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee must contact such entity if it wishes to offer
Notes for exchange pursuant to the Exchange Offer and/or participate in the
Consent Solicitation. None of UBS Limited as Lead Dealer Manager, or The Royal
Bank of Scotland plc as Dealer Manager, Lucid Issuer Services Limited as
Exchange Agent and Tabulation Agent, Computershare Investor Services PLC as
Registrar or HSBC Trustee (C.I.) Limited as Trustee of the Notes makes any
recommendation as to whether Noteholders should offer Notes for exchange or
consent to the Proposed Amendments.
For the avoidance of doubt, the invitation by the Company to Noteholders
contained within the Exchange Offer and Consent Solicitation is an invitation to
treat by the Company, and any references to any offer or invitation being made
by the Company under or in respect of the Exchange Offer shall be construed
accordingly.
This announcement and the Exchange Offer and Consent Solicitation Memorandum do
not constitute an invitation to participate in the Exchange Offer and/or Consent
Solicitation in any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such invitation under applicable securities laws.
The distribution of the Exchange Offer and Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
the Exchange Offer and Consent Solicitation Memorandum comes are required by
each of Pearl Group, the Company, the Dealer Managers, the Exchange Agent and
the Tabulation Agent to inform themselves about, and to observe, any such
restrictions.
No action has been or will be taken in any jurisdiction by Pearl Group, the
Company, the Dealer Managers or the Exchange Agent in relation to the Exchange
Offer that would permit a public offering of securities.
RESTRICTIONS
The Exchange Offer and Consent Solicitation Memorandum does not constitute an
invitation to participate in the Exchange Offer and/or Consent Solicitation in
any jurisdiction in which, or to or from any person to or from whom, it is
unlawful to make such invitation under applicable securities laws. The
distribution of the Exchange Offer and Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this Memorandum comes are required by each of Pearl Group, the Company, the
Dealer Managers, the Exchange Agent and the Tabulation Agent to inform
themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by Pearl Group, the
Company, the Dealer Managers or the Exchange Agent in relation to the Exchange
Offer that would permit a public offering of securities.
United States
The Exchange Offer is not being made and will not be made directly or indirectly
in or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States or to, or for the account or benefit of, any U.S.
person (within the meaning of Regulation S under the Securities Act). This
includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone and the Internet. Accordingly, copies of the Exchange Offer and
Consent Solicitation Memorandum and any other documents or materials relating to
the Exchange Offer are not being, and must not be, directly or indirectly mailed
or otherwise transmitted, distributed or forwarded in or into the United States
or to U.S. persons and Notes cannot be offered for exchange in the Exchange
Offer by any such use, means, instruments or facilities or from within the
United States or by U.S. persons. Any purported offer of Notes for exchange
resulting directly or indirectly from a violation of these restrictions will be
invalid and offers of Notes for exchange made by a person located in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a nominee giving instructions from within the United
States or any U.S. person will not be accepted.
The Exchange Offer and Consent Solicitation Memorandum is not an offer of
securities for sale in the United States or to U.S. persons. Securities may not
be offered or sold in the United States absent registration or an exemption from
registration. The Registered Notes 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, sold or delivered,
directly or indirectly, in the United States or to, or for the account or
benefit of, U.S. persons. The purpose of the Exchange Offer and Consent
Solicitation Memorandum is limited to the Exchange Offer and Consent
Solicitation and the Exchange Offer and Consent Solicitation Memorandum may not
be sent or given to a person in the United States or to a U.S. person.
Each Noteholder participating in the Exchange Offer will represent that it is
not located in the United States and is not participating in the Exchange Offer
from the United States and is not a U.S. person or it is acting on a
non-discretionary basis for a principal located outside the United States that
is not giving an order to participate in the Exchange Offer from the United
States and is not a U.S. person. For the purposes of this and the above two
paragraphs, "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.
Canada
The Exchange Offer constitutes an exempt offering in each of the provinces and
territories of Canada and accordingly is made in Canada only to (a) "accredited
investors" as defined in National Instrument 45-106 - Prospectus and
Registration Exemptions, or (b) Noteholders tendering Notes having an aggregate
principal amount in excess of Cdn.$150,000 to the Exchange Offer.
Each Noteholder tendering to the Exchange Offer who is resident in one of the
provinces or territories of Canada will be deemed to represent and warrant to
Pearl Group that it:
1. acknowledges that the Registered Notes are being distributed in Canada on a
private placement basis only and agrees not to sell the Registered Notes except
in accordance with any applicable Canadian resale restrictions;
2. if not an individual or an investment fund, had a pre-existing purpose and was
not established solely or primarily for the purpose of acquiring the Registered
Notes, in reliance on an exemption from applicable prospectus requirements in
the Canadian provinces or territories; and
3. is (a) an "accredited investor" as defined in National Instrument 45-106 -
Prospectus and Registration Exemptions, acquiring the Registered Notes as
principal or (b) tendering bonds having an aggregate principal amount in excess
of Cdn.$150,000 to the Exchange Offer.
Canadian resident entities relying on the "accredited investor" exemption
described above must complete and submit to Pearl Group the Certificate of
Accredited Investor distributed with the Exchange Offer and Consent Solicitation
Memorandum in order to validly tender Notes to the Exchange Offer. Pearl Group
shall have sole discretion to accept or reject completed Certificates of
Accredited Investor.
No representation or warranty is made as to the tax consequences to a Canadian
resident of the Exchange Offer. Canadian residents are advised that acceptance
of the Exchange Offer may give rise to particular tax consequences affecting
them. Accordingly, Canadian residents are strongly encouraged to consult with
their tax advisers prior to accepting the Exchange Offer.
Personal Information
In tendering to the Exchange Offer, each Noteholder who is resident in one of
the provinces or territories of Canada acknowledges that Pearl Group and its
respective agents and advisers may each collect, use and disclose its name and
other specified personally identifiable information (the "Information "),
including the principal amount of Registered Notes that it will receive for
purposes of meeting legal, regulatory and audit requirements and as otherwise
permitted or required by law or regulation. The Noteholder consents to the
disclosure of that information.
In tendering to the Exchange Offer, each Noteholder acknowledges (A) that
Information concerning the Noteholder will be disclosed to the relevant Canadian
securities regulatory authorities, including the Ontario Securities Commission,
and may become available to the public in accordance with the requirements of
applicable securities and freedom of information laws and the Noteholder
consents to the disclosure of the Information; (B) is being collected indirectly
by the applicable Canadian securities regulatory authority under the authority
granted to it in securities legislation; (C) is being collected for the purposes
of the administration and enforcement of the applicable Canadian securities
legislation; and (D) the Noteholder shall be deemed to have authorized such
indirect collection of personal information by the relevant Canadian securities
regulatory authorities. Questions about such indirect collection of Information
by the Ontario Securities Commission should be directed to the Administrative
Assistant to the Director of Corporate Finance, Ontario Securities Commission,
Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or to the
following telephone number (416) 593-8086.
Enforcement of Legal Rights
Each such Noteholder acknowledges that Pearl Group is organized under the laws
of Cayman Islands. Pearl Group's directors and officers are located outside of
Canada and, as a result, it may not be possible for Noteholders to effect
service of process within Canada upon Pearl Group or such persons. All or a
substantial portion of the assets of Pearl Group and such persons may be located
outside of Canada and, as a result, it may not be possible to satisfy a judgment
against Pearl Group or such persons in Canada or to enforce a judgment obtained
in Canadian courts against Pearl Group or such persons outside of Canada.
United Kingdom
The communication of the Exchange Offer and Consent Solicitation Memorandum and
any other documents or materials relating to the Exchange Offer and Consent
Solicitation is not being made and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or materials is
being made pursuant to Article 42 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")).
Belgium
The Exchange Offer and Consent Solicitation Memorandum has not been submitted
for approval to the Belgian Banking, Finance and Insurance Commission and,
accordingly, the Exchange Offer may not be made in Belgium by way of a public
offering, as defined for the purposes of the law of 16 June 2006 on public
offerings of investment instruments and the admission of investment instruments
to trading on regulated markets.
France
The Exchange Offer is not being made, directly or indirectly, to the public in
the Republic of France ("France") within the meaning of Article L.411-1 of the
French Code Monétaire et Financier. Neither the Exchange Offer and Consent
Solicitation Memorandum nor any other document or material relating to the
Exchange Offer has been or shall be distributed, directly or indirectly, to the
public in France. The Exchange Offer and Consent Solicitation Memorandum has not
been submitted for clearance to the Autorité des Marchés Financiers. The
Exchange Offer is made only to qualified investors (Investisseurs Qualifiés) as
defined in, and in accordance with, Articles L.411-2 and D.411-1 to D.411.3 of
the French Code Monétaire et Financier, acting for their own account, except as
otherwise stated under French laws and regulations.
Italy
None of the Exchange Offer, the Exchange Offer and Consent Solicitation
Memorandum or any other documents or materials relating to the Exchange Offer
have been or will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations, and the Exchange Offer is not being made, and will not be made,
directly or indirectly, in or into the Republic of Italy ("Italy") as a public
offer (as defined in article 1, paragraph 1, letter v) of the Legislative Decree
No. 58 of February 24, 1998). Accordingly, Noteholders are hereby notified that
the Exchange Offer is not intended to be addressed, the Registered Notes may not
be offered, sold or delivered, and neither the Exchange Offer and Consent
Solicitation Memorandum nor any other documents or materials relating to the
Exchange Offer, the Notes or the Registered Notes has been prepared in order to
be sent, by any means, distributed or otherwise made available, as part of the
Exchange Offer, to any person in Italy.
Notwithstanding the above, certain pre-identified Italian investors, whose
number is fewer than 100, in accordance with article 1, paragraph 1, letter v,
of the Legislative Decree No. 58 of 24 February 1998, can adhere to the Exchange
Offer (the "Permitted Italian Investors").
Switzerland
The Exchange Offer and Consent Solicitation Memorandum relating to the
Registered Notes does not constitute an issue prospectus pursuant to Art. 652a
or Art. 1156 of the Swiss Code of Obligations and may not comply with the
Directive for Notes of Foreign Borrowers of the Swiss Bankers Association. The
Notes may not be listed on the SIX Swiss Exchange and, therefore, the Exchange
Offer and Consent Solicitation Memorandum may not comply with the disclosure
standards of the listing rules of the SIX Swiss Exchange. Accordingly, the
Registered Notes may not be offered to the public in or from Switzerland, but
only to a selected and limited circle of investors.
General
The Exchange Offer and Consent Solicitation Memorandum does not constitute an
offer to sell or buy or a solicitation of an offer to sell or buy the Notes
and/or Registered Notes, as applicable, and offers of Notes for exchange in the
Exchange Offer will not be accepted from Noteholders in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Exchange Offer to be made by a
licensed broker or dealer and any of the Dealer Managers or their respective
affiliates is such a licensed broker or dealer in such jurisdictions, the
Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate
(as the case may be) on behalf of Pearl Group in such jurisdictions.
The foregoing does not affect the rights of Noteholders to attend and vote (or
appoint a proxy to attend and vote) at the Meeting in accordance with the
provisions of the Existing Supplemental Trust Deed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRDMGGMNKFGGZM
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