GAIN Capital Holdings, Inc.

election_required = True..., will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal (if you are a registered holder) and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Has the Company or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, n...

expiry = 2018-11-06...Inc. Up to $50 Million in Value of Shares of Its Common Stock At a Cash Purchase Price Not Greater than $7.94 per Share Nor Less than $7.24 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 6, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). GAIN Capital Holdings, Inc., a Delaware corporation (the “Company,” “GAIN,” “we,” “us” or “our”), invites our stockholders to tender up to...

listed = True..., but that offer more favorable tax treatment for residents of that country. In addition to these OTC products, our futures segment offers exchange-traded futures, including on Bitcoin, and options on futures on more than 30 global exchanges. Our common stock is listed on the NYSE under the symbol “GCAP.” Our principal executive offices are located at Bedminster One, 135 Route 202/206, Bedminster, New Jersey 07921 and our phone number is (908) 731-0700. Availability of Reports and Other Information. We are subject to the informational filing requirements of the Exchange Act which obligates us to file reports, stat...

mechanism = DUTCH...er expresses our confidence in the Company’s business, our market position and the long-term growth potential of our industry. The Offer is an element of our overall plan to return capital to our stockholders and enhance stockholder value. We believe that the modified Dutch auction tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company if they so elect. The Offer provides stockholders with an opportunity to obtain liqui...

must_tender_all = True...set forth in Section 3. In what order will you purchase the tendered Shares? We will purchase Shares on the following basis: • first, we will purchase all Odd Lots (as defined in Section 1) of less than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference); • second, after purchasing all the Odd Lots that were properly tendered at...

price = USD 7.24-7.94...ommonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $7.24 to $7.94 per Share. We will select the single lowest purchase price (in increments of $0.05), not greater than $7.94 nor less than $7.24 per Share, that will allow us to purchase up to $50 million in value of Shares at such pric...

threshold = 100...lot, stockholders whose Shares are conditionally tendered must have tendered all of their Shares. Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Final Purchase Price. See Section 1 and Section 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Le...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 s002468x1_ex-a1i.htm EXHIBIT (A)(1)(I) TABLE OF CONTENTS Exhibit (a)(1)(i) Offer to Purchase by GAIN Capital Holdings, Inc. Up to $50 Million in Value of Shares of Its Common Stock At a Cash Purchase Price Not Greater than $7.94 per Share Nor Less than $7.24 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 6, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TI...