TIME FINANCE PLC

M&A Activity • Jul 19, 2022

The following is a Company Announcement issued by G3 FINANCE P.L.C., a company registered under the laws of Malta with company registration number C 94829 (hereinafter the "Company"), pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority in accordance with the provisions of the Financial Markets Act (Chapter 345 of the laws of Malta), as amended from time to time.

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Merger by Acquisition of Group company

The Company announces that, as part of a corporate restructuring exercise aimed at streamlining operations and as outlined in the prospectus dated 25th March 2022 published in connection with the issue of €12.5 million 4.5% Secured Bonds due in 2032 by the Company, G3 Properties Limited (C 9518) is in the process of being amalgamated into G3 Hospitality Limited (C 26935) by virtue of a merger by acquisition in terms of the provisions of Article 358 of the Companies Act, Chapter 386 of the laws of Malta.

The proposed merger by acquisition is preceded by the transfer by G3 Holdings Limited (C 94828) of its entire shareholding in G3 Properties Limited to G3 Hospitality Limited for the purpose of satisfying the provisions of Article 358 of the Companies Act. Upon the proposed merger by acquisition taking effect, G3 Hospitality Limited, as the acquiring company, shall succeed to all the assets, rights, liabilities and obligations of G3 Properties Limited, which, in turn, shall cease to exist.

The proposed merger shall not have any effect on the rights of the Company's bondholders. The Company will keep the market informed of developments in respect of the foregoing, specifically upon the aforementioned merger becoming effective in terms of law.

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By order of the Board

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Dr Luca Vella Company Secretary

19th July 2022 Company Announcement: G305

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