views, assumptions, expectations, and opinions of AGC and Grab,
which are all subject to change due to various factors including,
without limitation, changes in general economic conditions as a
result of COVID-19. Any
such estimates, assumptions, expectations, forecasts, views or
opinions, whether or not identified in this document, should be
regarded as indicative, preliminary and for illustrative purposes
only and should not be relied upon as being necessarily indicative
of future results.
The forward-looking statements contained in this document are
subject to a number of factors, risks and uncertainties, some of
which are not currently known to Grab or AGC. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of GHL’s
registration statement on Form F-4, the proxy statement/ prospectus
therein, AGC’s Quarterly Report on Form 10-Q and other documents filed by GHL
or AGC from time to time with the U.S. Securities and Exchange
Commission (the “SEC”).
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
In addition, there may be additional risks that neither AGC nor
Grab presently know, or that AGC or Grab currently believe are
immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. Forward-looking
statements reflect AGC’s and Grab’s expectations, plans,
projections or forecasts of future events and view. If any of the
risks materialize or AGC’s or Grab’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements.
Forward-looking statements speak only as of the date they are made.
AGC and Grab anticipate that subsequent events and developments may
cause their assessments to change. However, while GHL, AGC and Grab
may elect to update these forward-looking statements at some point
in the future, GHL, AGC and Grab specifically disclaim any
obligation to do so, except as required by law. The inclusion of
any statement in this document does not constitute an admission by
Grab nor AGC or any other person that the events or circumstances
described in such statement are material. These forward-looking
statements should not be relied upon as representing AGC’s or
Grab’s assessments as of any date subsequent to the date of this
document. Accordingly, undue reliance should not be placed upon the
forward-looking statements. In addition, the analyses of Grab and
AGC contained herein are not, and do not purport to be, appraisals
of the securities, assets or business of Grab, AGC or any other
entity.
Important Information About the Proposed Transactions and Where
to Find It
This document relates to a proposed transaction between Grab and
AGC. This document does not constitute an offer to sell or
exchange, or the solicitation of an offer to sell, subscribe for,
buy or exchange any securities or solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction.
In connection with the business combination, GHL has filed the
Registration Statement with the SEC, which was declared effective
by the SEC on November 19, 2021, that includes a definitive
proxy statement of AGC to be distributed to AGC’s shareholders in
connection with AGC’s solicitation for proxies for the vote by
AGC’s shareholders in connection with the proposed transactions and
other matters as described in the Registration Statement. AGC and
GHL also will file other documents regarding the proposed
transaction with the SEC.
This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other
document that AGC will send to its shareholders in connection with
the business combination. AGC’s shareholders and other interested
persons are advised to read the definitive proxy statement in
connection with AGC’s solicitation of proxies for its extraordinary
general meeting of shareholders to be held to approve, among other
things, the proposed transactions, because these documents will
contain important information about AGC, GHL, Grab and the proposed
transactions. Shareholders and investors may also obtain a copy
of the definitive proxy statement, as well as other documents filed
with the SEC regarding the proposed transactions and other
documents filed with the SEC by AGC, without charge, at the SEC’s
website located at www.sec.gov or by directing a written request to
AGC’s proxy solicitor, Okapi Partners LLC, by emailing
info@okapipartners.com or mailing Okapi Partners LLC, 1212 Avenue
of the Americas, 24th Floor, New York, NY
10036. The information contained on, or that may be accessed
through, the websites referenced in this document is not
incorporated by reference into, and is not a part of, this
document.