IMPORTANT NOTICE

 

NOT TO BE ACCESSED DIRECTLY OR INDIRECTLY BY ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN ANY OTHER JURISDICTION WHERE SUCH ACCESS IS UNLAWFUL.

 

IMPORTANT: You must read the following disclaimer before continuing. 

 

You are advised to read this disclaimer carefully before reading, accessing or making any other use of any documentation contained on the following pages of this website. In accessing the documentation, including the tender offer memorandum dated 25 November 2022 (such documentation together, the "Tender Offer Information"), you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications made to them from time to time, each time you receive any information from PCCW Wealth Limited (the “Offeror”), FWD Group Limited (the “Issuer”) or J.P. Morgan Securities (Asia Pacific) Limited (the “Dealer Manager”) or Morrow Sodali Limited in its capacity as tender and information agent in respect of the Notes (as defined below) (the “Tender and Information Agent”) as a result of such access.

 

Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Tender Offer Information.

 

Restrictions: Nothing in the Tender Offer Information 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 TENDER OFFER INFORMATION AND ANY RELATED DOCUMENTS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY BENEFICIAL OWNER OF NOTES LOCATED OR RESIDENT IN THE UNITED STATES AND PERSONS RECEIVING THE TENDER OFFER INFORMATION MAY NOT DISTRIBUTE IT OR ANY RELATED DOCUMENTS TO SUCH PERSONS. ANY SUCH FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER INFORMATION IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS RESTRICTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS AND REGULATIONS OF THE UNITED STATES OR OTHER JURISDICTIONS.

 

Confirmation of your representation: You have been sent the Tender Offer Information at your request and, by accepting the electronic communication of the Tender Offer Information and accessing the Tender Offer Information, you shall be deemed to have represented to the Offeror, the Issuer, the Dealer Manager and the Tender and Information Agent that:

 

1. you are a Holder or a beneficial owner of any of the outstanding U.S.$900,000,000 5.75 per cent. Subordinated Notes due 2024 (comprising the U.S.$550,000,000 5.75 per cent. Subordinated Notes due 2024 issued on 9 July 2019, the U.S.$250,000,000 5.75 per cent. Subordinated Notes due 2024 issued on 23 July 2019 and the U.S.$100,000,000 5.75 per cent. Subordinated Notes due 2024 issued on 30 July 2019, consolidated to form one single series) (ISIN: XS2022434364) (the “Notes”);

 

2. you are not a Sanctions Restricted Person (as defined in the Tender Offer Information) and you are not a person to whom it is unlawful to send the Tender Offer Information or to make an invitation under the Tender Offer (as defined in the Tender Offer Information) under applicable laws and regulations including the Offer and Distribution Restrictions (as set out on pages 7 to 8 of the tender offer memorandum dated 25 November 2022); 

 

3. neither you nor any beneficial owner of the Notes nor any other person on whose behalf you are acting, either directly or indirectly, is located or resident in the United States;

 

4. you consent to provision of the Tender Offer Information by electronic transmission; and

 

5. the email address that you have given and to which the Tender Offer Information has been provided is not located in the United States.

 

The Tender Offer Information has been provided 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 Offeror, the Issuer, the Dealer Manager or the Tender and Information Agent or any person who controls, or is a director, officer, representative, adviser, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Tender Offer Information provided to you or accessed in electronic format and the hard copy version available to you on request from the Tender and Information Agent.

 

You are reminded that the Tender Offer Information is being provided to you on the basis that you are a person to whom the Tender Offer Information may lawfully be provided 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, transmit, forward or otherwise distribute the Tender Offer Information, directly or indirectly, to any other person. If you have recently sold or otherwise transferred your entire holding(s) of the Notes, you should notify the Tender and Information Agent immediately.

 

Any materials relating to the Tender 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 the Tender Offer be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

 

In Hong Kong, the Tender Offer Information is only for distribution to professional investors (as defined under the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder).

 

The Tender Offer Information is provided only to, or directed only at, (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); (2) persons who fall within Article 49 of the FPO (“high net worth companies, unincorporated associations etc.”); or (3) any other persons to whom these documents and/or materials may lawfully be communicated  (together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this communication is available only to relevant persons and will be engaged in only with relevant persons.

 

The distribution of the Tender Offer Information may be restricted by law in certain jurisdictions. Persons into whose possession the Tender Offer Information comes are required by the Offeror, the Issuer, the Dealer Manager and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.

 

Neither the Dealer Manager nor the Tender and Information Agent shall have any obligation to support any losses directly or indirectly sustained or incurred by any Holder for any reason whatsoever in connection with the Tender Offer, including the non-performance by the Offeror of any of its obligations, whether to the Holders or otherwise.

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