Announcement of Intention to Float on the Dubai Financial Market

Middle East - English

• USA - English

DUBAI, UAE, March 23, 2021 /PRNewswire/ -- Tristar Transport (PJSC – under incorporation) ("Tristar" or the "Company" or, with its subsidiaries and subsidiary undertakings, the "Group"), a leading global integrated liquid logistics solutions provider headquartered in Dubai, UAE, today announced its intention to proceed with an initial public offering (the "IPO" or the "Offering") on the Dubai Financial Market ("DFM").

Established in 1998 as a road transport service provider for the petroleum industry in the UAE, Tristar has evolved into a leading integrated energy logistics company serving a diversified customer base of "blue-chip" investment grade companies. The Group has operations in 21 countries and territories across three continents and has over 2,000 road transport assets and 35 maritime vessels, including the operation of 69 fuel farms and over 100 remote fuel sites, providing a wide spectrum of integrated service offerings.

With a strong reputation for quality, built over two decades of operations and a commitment to safety and operational excellence, Tristar has become a trusted brand in the global logistics industry. The Group is a partner of choice for leading International Oil Companies ("IOCs") and National Oil Companies ("NOCs") in the energy sector. Tristar's diversified and integrated offering spans fuel logistics services to support Intergovernmental Organisations ("IGO") peacekeeping and humanitarian missions in remote geographies (remote fuels) as well as commercial enterprises (commercial fuels), maritime logistics, road transport and warehousing as well as fuel farms. Tristar has a unique position as an integrated, end-to-end energy logistics solution provider to an enviable blue-chip global client base.

The Group has a strong track record of growth demonstrated by a 12.4% CAGR in operating cash flows between 2018 and 2020 and a consistent EBITDA margin between 20.1% to 22.8% in the years 2018 to 2020. In the year ended 31 December 2020, the Group had a consolidated revenue of $453.4 million, and EBITDA of $103.6 million. This record is underpinned by a strong business model, operational excellence and rigorous financial management.

Commenting on today's announcement, Eugene Mayne, Group CEO of Tristar said: "I am proud to have witnessed the evolution of Tristar from a local road transportation business into a global world-class integrated energy logistics solutions provider serving blue-chip clients, with an offering that spans road and maritime transportation, specialized warehousing, fuel farms, and fuel supply operations.

"Our business, which enjoys a strong reputation, developed through years of operational excellence, underpinned by a customer centric model, and a commitment to the highest quality and safety standards, has become a trusted logistics partner for major oil companies globally.

"Tristar has always been a 'Business for Purpose' with the ambition to make a positive impact on our communities and to keep our corporate responsibility at the core of everything we do. In 2011, we signed on to the United Nations Global Compact supporting the advancement of Human Rights, Anti-Corruption, Labour and Environment, demonstrating the extent of our commitment to being a responsible corporate citizen.

"Tristar's IPO marks an exciting milestone in the Group's story as we continue to grow, innovate and shape the future of the logistics industry."

Offering Highlights

• Intention to list on the DFM
• Offer size is expected to represent up to 24% of the total issued ordinary shares after the Offering in the capital of Tristar (the "Shares).
• The Offering is expected to comprise new shares issued by Tristar (the "New Shares") and shares to be sold by existing shareholders (the "Existing Shares") (collectively the "Offer Shares"). Tristar expects to receive between $120 to $160 million of gross primary proceeds from the Offering.
• Admission of Shares on the DFM is expected in April 2021, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including from the Securities and Commodities Authority of the UAE (the "SCA").
• The Offering will be made available to qualified investors. Five percent of the Offering will be reserved for offer to the Emirates Investment Authority (the "EIA").
• The Offering is expected to be declared Sharia compliant, subject to confirmation by the Sharia Supervision Committee, on the date of the receipt of the net proceeds of the Offering and upon the use of a portion of the proceeds to repay around AED 197 million in loans and payables due to related parties.

About the Offering

If all of the Offer Shares are allocated, the Offer Shares will represent up to 24% of the Shares.

The Offering will comprise a primary issuance of 199,000,000 New Shares in addition to a secondary offering of up to 88,760,000 Existing Shares by the existing shareholders.

The Existing Shares are being offered by Agility Tristar SPV Ltd (of which Agility Public Warehousing Company K.S.C.P. is the sole ultimate beneficial owner), Star Holdings Ltd (of which Gulf Investment Corporation is the sole ultimate beneficial owner), and Diamond SPV Limited (of which Mr. Eugene Mayne is the sole ultimate beneficial owner) (the "Selling Shareholders"), who currently own 65.12%, 19.61%, and 15.27% of the Shares of the Company respectively. 

The Offering comprises an offering of the Offer Shares to qualified investors in the United Arab Emirates and in a number of jurisdictions.

The Offering is expected to be allocated to certain types of juridical persons and high net worth individuals and who are qualified investors as defined by SCA , with a minimum application size of AED 500,000 (for further details please see the FAQs set out in Tristar's IPO website – https://ipo.tristar-group.co).

In addition, the EIA has the right to subscribe for 5% of the Offer Shares in accordance with the requirements of article 127 of the UAE Federal Law No. 2 for the year 2015 with regard to commercial companies, and its amendments. If the EIA does not exercise its preferential rights to apply for Offer Shares, then those Offer Shares will be made available.

The completion of the Offering is currently expected to take place in April 2021, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including from the SCA. Furthermore, the Offering is expected to be declared Sharia compliant, subject to confirmation by the Sharia Supervision Committee, on the date of the receipt of the net proceeds of the Offering and upon the use of the proceeds to repay around AED 197 million in loans and payables due to related parties.

A syndicate of banks has been appointed for the Offering comprising BofA Securities and Citigroup Global Markets Limited as Joint Global Coordinators and Joint Bookrunners, First Abu Dhabi Bank PJSC as Joint Regional Coordinator, Lead Manager and Joint Bookrunner, HSBC Bank Middle East Limited as Joint Regional Coordinator and Joint Bookrunner, Société Générale as Joint Bookrunner and Kuwait Financial Centre K.P.S.C. ("Markaz") as Co-Lead Manager. BofA Securities, Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited, Société Générale and Markaz are herein referred to as "Managers". Moelis & Company is acting as Independent Financial Advisor to Tristar.

Overview of Tristar

Tristar is an integrated energy logistics solutions provider. Its services include fuels (remote fuels and commercial fuels), maritime logistics, road transport and warehousing and fuel farms. The Group is headquartered in Dubai (UAE) and operates in 21 countries and territories across three continents.

With over 2,000 road transport assets and 35 maritime vessels and a wide spectrum of integrated service offerings, including the operation of 69 fuel farms and over 100 remote fuel sites, the Group has built a global and scalable platform, which enables it to provide an integrated logistics offering to the energy industry.

Key Investment Highlights

Tristar has a differentiated investment proposition as a leading integrated liquid logistics solutions provider to the energy industry globally. The Group's competitive strengths include:

• Its trusted brand with a proven track record of established partnerships with a diversified, blue-chip client base. In the year ended 31 December 2020, approximately 67.2% of the Group's consolidated revenue was derived from investment grade customers and only 0.1% were non-investment grade, with 32.7% of customers unrated.
• Its reputation for quality with a track record of safety and operational excellence. The Group's well-established safety systems and best practices have contributed to the Group consistently bettering the UK road fatality benchmark indicator of 0.00487 (fatality rate per million KM).
• Its unique integrated and scalable capabilities with high barriers to entry. The Group's diversified service offering includes fuels (remote fuels and commercial fuels), maritime logistics, road transport and warehousing as well as fuel farms. The Group's operations are extensive and well invested across emerging markets, including Africa and the Middle East.
• Growing end verticals with emerging market exposure underpinned by logistics outsourcing trends. The Group's business model is supported by a continued global outsourcing trend, further embedding the Group in its clients' supply chains and thereby increasing customer retention.
• Its customer-centric business model with strong expansion and diversification potential. The Group's service offerings have expanded from one business segment to four, creating further customer penetration potential and further embedding the Group within its customers' supply chains. This is highlighted through multiple diverse long-term contracts secured by the Group with key customers.
• Stable cash flow profile, with a history of consistent profitable growth and attractive financial returns, as indicated by revenues derived from long-term contracts consisting 78.9% of total for 2020, operating cash flows at a CAGR of 12.4% from 2018 to 2020 and a 21.0% average EBITDA margin between 2018 to 2020.
• A founder-led management team driving a business for purpose. Led by Eugene Mayne, the Group has grown to become one of the Middle East's largest privately-owned liquid logistics company, since its inception in 1998.

Group Strategy

The Group developed a business model which places its customers at the centre of what it does and a strategy with multiple growth opportunities arising from: intrinsic organic growth from the Group's existing assets; in-market expansion from the launch and ramp-up of newly signed contracts; and the potential to expand existing capabilities and into adjacent areas as well as consolidation through mergers and acquisitions. The execution of the Group's strategy relies on the following principles:

• Continuing to deliver high quality services and maintaining the Group's position as partner of choice.
• Widening its client base in existing segments and expand into adjacent segments.
• Deepening its range of core services / capabilities and expanding into adjacent offerings.
• Strengthening its position in the Cooperation Council for the Arab States of the Gulf and Africa and enter new markets across the Middle East and South and East Asia.
• Maintaining attractive and sustainable profitability and returns through disciplined financial management.
• Remaining a responsible and respected business in its local communities.

Capital Structure and Dividend Policy

The number of primary shares offered in the Offering is expected to be fixed, as required by the SCA. As such, the amount of primary proceeds to be received by Tristar will depend on the final offer price and is expected to be in the range of $120 to 160 million. The Group is targeting a reduction in the ratio of consolidated net debt to EBITDA (as at 31 December 2020) to approximately 2.2-2.5x as compared to the reported 3.5x.

The Company undertakes to repay AED197 million in loans and payables due to related parties on the date of the receipt of the net proceeds of the Offering, with the balance of the net proceeds used for general corporate purposes including the funding of planned capital expenditure. 

The Group intends to maintain a conservative capital structure with medium term target leverage of 2.0-2.5x while retaining flexibility to execute on sustainable growth opportunities as they arise. The majority of the Group's indebtedness is targeted to remain asset-backed financing secured against maritime vessels with back-to-back contracts and limited recourse to the Group.

For the dividend declared with respect to the year ending 31 December 2020, Tristar paid $29.6 million to the Selling Shareholders, $10 million as an ordinary dividend for the year ending 31 December 2020, and the rest as special pre-IPO dividend.

The Selling Shareholders will pay all offering expenses (estimated to be $19.6 million), of the IPO.

For the dividend to be declared with respect to the year ending 31 December 2021, Tristar targets a pay-out ratio of 60-70% of net income. Tristar intends to pay $12.5 million dividend in the third quarter of 2021 as an interim dividend, with the remainder expected to be paid in the second quarter of 2022 as a final dividend. Thereafter, Tristar intends for dividends to be paid on a yearly basis at a pay-out ratio of up to 60% of net income.

Environmental, Social and Governance

As a responsible business, Tristar has adopted the Environmental, Social and Governance ("ESG") framework for a holistic and long-term sustainability approach to its business in line with its mission to be a "Business for Purpose".

Operating in 21 countries including conflict zones, in its daily operations the Group cultivates and reinforces the Ten Principles of the United Nations Global Compact (the "UNGC") which focus on human rights, labour, environment and anti-corruption. In line with these principles, the Group takes an active approach to address social issues including access to education, clean water and good health in the communities where it operates, since becoming a signatory of the UNGC in 2011.

As a participant and board member of the Global Compact Local Network UAE, the Group actively engages and encourages its stakeholders to adopt sustainable business practices.

Tristar's commitment to sustainability is publicly disclosed to its stakeholders through its annual Sustainability Reports published since 2012. As part of its sustainability strategy and ESG initiatives, the Group recognises its responsibility to protect the environment and to reduce its carbon footprint through the adoption of latest technology, resource efficiency and the use of renewable energy.

The Group strives to engage with local communities and foster a relationship of trust and collaboration to work towards the advancement of the United Nations Sustainable Development Goals ("United Nations SDGs"). The Group supports the United Nations SDGs through the adoption of local projects and the engagement of employee-volunteers in order to address community needs in the 21 countries and territories in which it operates.

Additionally, in 2019, the Group signed the Women Empowerment Principles by reaffirming its commitment towards diversity and Gender Equality.

Corporate Governance

The Group has established a framework of corporate governance policies, rules and practices which comply with the requirements of the Code of Governance issued by Decree of the Ministry of Economy No. 518 of 2009 and the Chairman of Board of Directors of SCA Decision No. 3 of 2020 concerning the Approval of Joint Stock Companies Governance Guide and take into consideration international best practices as appropriate.

The Board of Directors (the "Board") will consist of seven members and is vested with the power to manage Tristar and conduct its business in accordance with the Federal Law No. 2 of 2015 concerning commercial companies of the UAE as amended. The Board will comprise six non-Executive directors and one Executive Director, and four of its members are independent non-Executive directors. An elected Chairman will preside over the Board. The board members are elected for a term of three years and will meet at least every three months.

There are currently two permanent Board Committees: the Audit and Risk Committee and the Nomination and Remuneration Committee.

Offering Subscription

Information on how to subscribe for the IPO can be found on Tristar's IPO website (https://ipo.tristar-group.co).

The contents of this announcement have been prepared by and are the sole responsibility of the Group.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this announcement or any subsequent offer should inform themselves about and observe any such restriction. Failure to comply with such restrictions may constitute a violation of securities laws of any such jurisdiction.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Offer Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.

Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the international offering memorandum (the "IOM") in its final form expected to be published by Tristar in due course in connection with the proposed initial public offering on the Dubai Financial Market. Before subscribing for or purchasing any Offer Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the IOM when published.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Offer Share or any other securities into the United States, Canada, Australia or Japan or in any jurisdiction in which the same would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. The Offer Shares referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The offer and sale of Offer Shares referred to herein has not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Offer Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of any national, resident or citizen of Australia or Canada. There will be no public offering of the securities described herein in the United States, Australia, Canada or Japan.

No offer of the Offer Shares to the public is being made in any member state of the European Economic Area (each, a "Relevant State") that would require the publication of the prospectus or any other offering document in such other Relevant State.

This announcement is only being distributed in member states of the European Economic Area , and is only directed at, persons in the European Economic Area that are qualified investors ("qualified investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1120 (the "Prospectus Regulation") or to other persons to whom it may lawfully be communicated without the requirement for a prospectus to be approved by any EU competent authority. Any investment or investment activity to which this document relates is available, in any member state of the European Area, only to such persons.,

This announcement and any offer subsequently made is, and will be, addressed to and directed only at persons, in the United Kingdom, who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons") Any investment or investment activity to which this document relates is available in the United Kingdom only to relevant persons.

Exempt Offer Statement (DIFC): This announcement relates to an Exempt Offer in the DIFC in accordance with the DFSA Rulebook. It is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set out in it and has no responsibility for it. The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers and subscribers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this announcement, you should consult an authorised financial adviser.

Exempt Offer Statement (ADGM): This announcement is an Exempt Offer in accordance with the Market Rules of the ADGM Financial Services Regulatory Authority. This Exempt Offer document is intended for distribution only to persons of a type specified in the Market Rules. It must not be delivered to, or relied on by, any other person. The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The ADGM Financial Services Regulatory Authority has not approved this Exempt Offer document nor taken steps to verify the information set out in it, and has no responsibility for it. The securities to which this Exempt Offer relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this Exempt Offer document you should consult an authorised financial advisor.

Notice to Prospective Investors in the Kingdom of Saudi Arabia: This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations (the "Saudi Regulations") issued by the Board of the Capital Market Authority (the "Capital Market Authority") pursuant to resolution number 3-123-2017, dated 27 December 2017G, based on the Capital Market Law issued by Royal Decree No. M/30 dated 2/6/1424H (as amended by Resolution of the Board of the Capital Market Authority number 1-7-2021 dated 14 January 2021G).

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial advisor.

This announcement contains forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. In addition, forward-looking statements may be identified by the use of forward-looking terminology, including the terms "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could", "is confident", or in each case, their negative or other variations or words of similar meaning, or comparable terminology, or by discussions of strategy plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Undue reliance should not be placed on any such statements because they speak only as at the date of this document and reflect Tristar's current view with respect to future events. Forward-looking statements are, by their very nature, subject to known and unknown risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies and can be affected by other factors that could cause actual results, and Tristar's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements.

Solely for the purposes of the product governance requirements contained within: (i) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares to be issued in the Offering have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or substantially all of their investment; the Shares to be issued in the Offering offer no guaranteed income and no capital protection; and an investment in the Shares to be issued in the Offering is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of MiFID II; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Shares to be issued in the Offering have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook and (ii) eligible for distribution through all distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares to be issued in the Offering offer no guaranteed income and no capital protection; and an investment in the Shares to be issued in the Offering is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct Business Sourcebook; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own UK Target Market Assessment in respect of the Shares and determining appropriate distribution channels.

Each of Merrill Lynch International, Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited, Société Générale and Kuwait Financial Centre K.P.S.C.  (the "Managers" and each, a "Manager") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Offer Shares in the proposed Offering should be made solely on the basis of the information contained in the final IOM to be issued by Tristar in connection with the Offering. The information in this announcement is subject to change.

The date of Admission may be influenced by things such as market conditions.  There is no guarantee that Admission will occur and you should not base your financial decisions on Tristar's intentions in relation to Admission at this stage.  Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.  Persons considering making such investments should consult an authorised person specialising in advising on such investments.  This announcement does not constitute a recommendation concerning the Offering.  The value of shares can decrease as well as increase.  Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

Merrill Lynch International and Citigroup Global Markets Limited, each of which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for Tristar and the Selling Shareholders and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Tristar and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering of the Offer Shares, the Managers and any of their affiliates, may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Tristar or related investments in connection with the Offering or otherwise. Accordingly, references in the IOM, once published, to the Offer Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their affiliates acting in such capacity.  In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Moelis & Company UK LLP ("Moelis UK") is regulated by the Financial Conduct Authority and Moelis & Company UK LLP DIFC Branch ("Moelis Dubai" and together with Moelis UK, "Moelis & Company") is regulated by the Dubai Financial Services Authority.  Moelis & Company is acting exclusively for Tristar and no-one else in connection with the IPO and it will not be responsible to anyone other than Tristar for providing the protections afforded to its clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Managers, Moelis & Company or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Tristar, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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