GCL New Energy Holdings Limited - Tender Offer - Results

Results of Offer to Purchase for Cash of up to the Maximum Tender Amount of the 10.00% Senior Notes Due 2024

(ISIN: XS2350477308; Common Code: 235047730)

22 MARCH 2023

Full announcement available via SGX

"The Company announced today that the Offer expired on 4:00 p.m. London Time on 21 March 2023 (the “Expiration Deadline”). At the Expiration Deadline, the aggregate principal amount at face value of valid Tender Instructions of the Notes received by the Company was US$36,381,555. The Company would like to express its gratitude to the Noteholders for their support and participation, the Company has determined to accept for purchase all validly tendered Notes in an aggregate principal amount outstanding at face value of US$36,381,555 (the “Accepted Notes”).

The Company expects to make payment of the Purchase Price and the Accrued Interest in respect of the Accepted Notes on or about 23 March 2023 (the “Settlement Date”)."

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Launch of Offer to Purchase for Cash of up to a total of US$49,800,000 of Outstanding Principal Amount at Face Value of the 10.00% Senior Notes Due 2024 (ISIN: XS2350477308; Common Code: 235047730)

13 MARCH 2023

Full announcement available via SGX

Reference is made to the 10.00% Senior Notes due 2024 (the “Notes”), originally issued pursuant to the indenture dated 16 June 2021, as amended or supplemented from time to time (the “Indenture”), entered into amongst others, GCL New Energy Holdings Limited (the “Company”), the subsidiary guarantors named therein and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”).

The Company announced today to commence the purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase (“Offer to Purchase”), of up to a total of US$49,800,000 of outstanding principal amount at face value of the Notes, which may be increased at the Company’s sole discretion, at a purchase price (“Purchase Price”) of US$0.95 per US$1 principal amount of the Notes (the “Offer”). As of the date of this announcement and the Offer to Purchase, the aggregate principal amount at face value of the Notes outstanding is US$284,471,572. The Purchase Price will be payable to the Eligible Holders (as defined below) whose Notes are accepted for purchase and will be payable in cash on the Settlement Date (as defined below). The Company will also use its internal funds to pay an amount equal to the accrued and unpaid interest, from and including the last interest payment date up to, but excluding, the Settlement Date on the principal amount of all Notes accepted for purchase pursuant to the Offer.

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“Notes”

10.00% Senior Notes due 2024 (ISIN: XS2350477308), which were issued by the Company and guaranteed by the Subsidiary Guarantors on June 16, 2021.

“Offer”

The offer to purchase for cash by the Company of up to a total of US$49,800,000 of the outstanding principal amount at face value of 10.00% Senior Notes due 2024 subject to certain offer restrictions, on the terms and subject to the conditions set out in this Offer to Purchase.