TIDM50XC
RNS Number : 8337D
Georgia(acting through MoF Georgia)
29 March 2011
29 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE REPUBLIC OF
ITALY
GEORGIA
(acting through the Ministry of Finance of Georgia)
ANNOUNCES INVITATION TO TENDER FOR PURCHASE FOR CASH any and all
of its outstanding
U.S.$500,000,000 7.50% Notes due 2013
(the "Notes" and the holders of such being the "Holders")
Georgia (acting through the Ministry of Finance of Georgia) (the
"Issuer") has today launched an invitation to all Holders (subject
to the offer restrictions set out in the Tender Offer Memorandum
(as defined below)) to tender any and all of their Notes for
purchase by the Issuer for cash (the "Invitation"), all as more
fully described herein and in the Tender Offer Memorandum.
The rationale for the Invitation is to extend the Issuer's debt
maturity profile and to take advantage of current favourable market
conditions relating to interest rates and credit spreads.
The Invitation is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 29 March
2011 (the "Tender Offer Memorandum"), copies of which may be
obtained free of charge from Lucid Issuer Services Limited (the
"Tender Agent"). Capitalised terms used and not otherwise defined
in this announcement have the meaning given to them in the Tender
Offer Memorandum.
Description of Common Outstanding Amount Purchase
the Notes code/ISIN principal subject Price
amount to the
Offer
U.S.$500,000,0 035750304/ U.S.$500,000,00 Any and U.S.$1,071.25
00 7.50% Notes XS0357503043 0 all for each
due 2013 U.S.$1,000
in principal
amount
The Issuer has also announced today its intention, subject to
market conditions, to issue new notes (the "New Notes"). The Issuer
will decide, in its sole discretion, whether to accept for purchase
Notes validly tendered in the Invitation subject to the Issuer
being satisfied that it has received an amount by way of proceeds
of the issue of the New Notes which is sufficient (as determined by
the Issuer in its sole discretion) in order to enable it to
finance, in whole or in part, the payment by it of the Purchase
Price and Accrued Interest for the Notes validly tendered pursuant
to the Invitation. The requirement for the Issuer to be so
satisfied for the making of this decision is referred to herein as
the "New Issue Condition".
The amount payable by the Issuer for each U.S.$1,000 in
outstanding principal amount of the Notes accepted for purchase
pursuant to the Invitation will be the purchase price set out in
the table above (the "Purchase Price"). Accrued Interest will be
paid on the Settlement Date in respect of Notes accepted for
purchase, all as more fully described in the Tender Offer
Memorandum.
The Invitation begins today, 29 March 2011 and will expire at
5.00 p.m. London time on 6 April 2011 (the "Expiration Deadline"),
unless extended, re-opened or terminated as provided in the Tender
Offer Memorandum.
No later than two Business Days immediately following the
Expiration Deadline, the Issuer will announce whether it will,
subject to satisfaction of the New Issue Condition on or prior to
the Settlement Date, accept for purchase Notes validly tendered
pursuant to the Invitation and the aggregate principal amount of
validly tendered Notes (if any) it will (subject as aforesaid)
accept for purchase.
The Issuer expects to announce on or about 12 April 2011 whether
the New Issue Condition has been satisfied (following receipt by it
or on its behalf of the proceeds of the issue of New Notes) and the
date for settlement in respect of Notes accepted for purchase (the
"Settlement Date") and the amount of Accrued Interest to be paid on
the Settlement Date in respect of the Notes accepted for
purchase.
The Settlement Date is expected to be on or about 12 April
2011.
Holders may only validly offer to tender Notes in principal
amounts of U.S.$100,000 or integral multiples of U.S.$1,000 in
excess thereof.
In order to be eligible to receive the Purchase Price, Holders
must validly tender their Notes by the Expiration Deadline, by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by the
Expiration Deadline. Notes can only be tendered pursuant to the
Invitation in accordance with the procedures described in the
Tender Offer Memorandum under the heading "Procedures for
Participating in the Invitation".
Tenders of Notes pursuant to the Invitation will be irrevocable
except in the limited circumstances described in the Tender Offer
Memorandum under the heading "Amendment and Termination".
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes whether such
intermediary would require to receive instructions to participate
in the Invitation before the deadline specified above. The
deadlines set by each Clearing System for the submission of Tender
Instructions will also be earlier than the deadline set out above
and in the Tender Offer Memorandum.
Holders who do not participate in the Invitation, or whose Notes
are not accepted for purchase by the Issuer, will continue to hold
their Notes subject to the terms and conditions of the Notes.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on, the procedures
for participating in the Invitation.
Requests for information in relation to the pricing of the
Invitation should be directed to the Dealer Managers:
THE DEALER MANAGERS
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
For information by telephone:
+44 (0) 20 7774 4799
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
United Kingdom
For information by telephone:
+44 (0) 20 7777 1333
Attention: Sebastien Bamsey - Liability Management
Email: sebastien.m.bamsey@jpmorgan.com
Requests for information in relation to the procedures for
tendering Notes in, and for any documents or materials relating
to, the Invitation should be directed to the Tender Agent:
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
For information by telephone: +44 (0) 20 7704 0880
Attention: Lee Pellicci/Thomas Choquet
Email: georgia@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which must be read carefully before
any decision is made with respect to the Invitation. If any Holder
is in any doubt as to the action it should take, it is recommended
to seek its own legal, tax, and financial advice, including as to
any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent financial adviser. Any
person whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Notes in the Invitation. None of
the Issuer, the Dealer Managers, the Tender Agent, or any person
who controls, or is a director, officer, employee or agent of such
persons, or any affiliate of such persons, makes any recommendation
as to whether Holders should tender Notes in the Invitation.
No offer or invitation to acquire any securities is being made
pursuant to this announcement. Nothing in this announcement or the
Tender Offer Memorandum constitutes an invitation to participate in
the Invitation in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such an invitation
under applicable securities laws. Tenders of Notes for purchase
pursuant to the Invitation will not be accepted from Holders in any
jurisdiction where any such offer or invitation is unlawful.
OFFER RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Notes and tenders of Notes for purchase in the Invitation will not
be accepted from Holders in any jurisdiction in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Invitation to be
made by a licensed broker or dealer and any of the Dealer Managers
or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Invitation shall be deemed to
be made by such Dealer Manager or affiliate, as the case may be, on
behalf of the Issuer in such jurisdiction.
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Tender Offer
Memorandum comes are required by the Issuer, the Dealer Managers
and the Tender Agent to inform themselves about, and to observe,
any such restrictions.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Invitation is not being made, and such documents and/or materials
have not been approved by, an authorised person for the purposes of
Section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to persons
within the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order")) or within Article 43(2) of the Order, or to
other persons to whom it may lawfully be communicated.
Italy
The Invitation is not being made, directly or indirectly, in the
Republic of Italy ("Italy"). The Invitation, this announcement and
the Tender Offer Memorandum have not been submitted to the
clearance procedure of the Commissione Nazionale per le Societa e
la Borsa (CONSOB) pursuant to Italian laws and regulations.
Accordingly, Holders are notified that, to the extent Holders are
located in Italy, the Invitation is not available to them and
neither this announcement, nor the Tender Offer Memorandum nor any
other documents or materials relating to the Invitation or the
Notes may be distributed or made available in Italy as part of a
public purchase or exchange offer (offerta pubblica di acquisto o
di scambio) (as defined in Article 1, paragraph 1(v) of Italian
Legislative Decree No. 58 of 24 February 1998, as amended) unless
an applicable exemption is available.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Invitation have been
submitted to or will be submitted for approval or recognition to
the Belgian Banking, Finance and Insurance Commission (Commission
bancaire, financiere et des assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen) and, accordingly, the Invitation may
not be made in Belgium by way of a public offering, as defined in
Article 3 of the Belgian Law of 1 April 2007 on public takeover
bids or as defined in Article 3 of the Belgian Law of 16 June 2006
on the public offer of placement instruments and the admission to
trading of placement instruments on regulated markets (the "Belgian
Public Offer Law"), each as amended or replaced from time to time.
Accordingly, the Invitation may not be advertised and the
Invitation will not be extended, and neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Invitation (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of
Article 10 of the Belgian Public Offer Law, acting on their own
account. Insofar as Belgium is concerned, this announcement and the
Tender Offer Memorandum have been issued only for the personal use
of the above qualified investors and exclusively for the purpose of
the Invitation. Accordingly, the information contained in this
announcement and the Tender Offer Memorandum may not be used for
any other purpose or disclosed to any other person in Belgium.
France
The Invitation is not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither this
announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Invitation have been or will be
distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the
account of third parties and/or (ii) qualified investors
(investisseurs qualifies) other than individuals, all as defined
in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1
of the French Code monetaire et financier, are eligible to
participate in the Invitation. This announcement and the Tender
Offer Memorandum have not been and will not be submitted to nor
approved by the Autorite des Marches Financiers.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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