TIDM50XC
RNS Number : 7813E
Georgia(acting through MoF Georgia)
12 April 2011
12 April 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE REPUBLIC OF
ITALY
GEORGIA
(acting through the Ministry of Finance of Georgia)
ANNOUNCES THE SATISFACTION OF THE NEW ISSUE CONDITION AND THE
SETTLEMENT DATE OF THE INVITATION in respect of its outstanding
U.S.$500,000,000 7.50% Notes due 2013
(the "Notes" and the holders of such being the "Holders")
On 29 March 2011, Georgia (acting through the Ministry of
Finance of Georgia) (the "Issuer") launched an invitation to all
Holders (subject to the offer and distribution 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 in the Tender Offer
Memorandum. The Issuer today announces the satisfaction of the New
Issue Condition and that it has accepted for purchase
U.S.$416,740,000 in aggregate principal amount of the Notes validly
tendered pursuant to the Invitation.
The Issuer will pay today (being the Settlement Date) the
Purchase Price of U.S.$1,071.25 per U.S.$1,000.00 in principal
amount, together with Accrued Interest of U.S.$36.88 per
U.S.$1,000.00 in principal amount, in respect of Notes accepted for
purchase.
Following settlement of the Invitation, the Notes accepted for
purchase by the Issuer will be cancelled.
The Invitation was made on the terms and subject to the
conditions contained in the tender offer memorandum dated 29 March
2011 (the "Tender Offer Memorandum") and this announcement should
be read in conjunction with the Tender Offer Memorandum.
Capitalised terms used and not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer Memorandum.
Goldman Sachs International and J.P. Morgan Securities Ltd.
acted as Dealer Managers for the Invitation.
Requests for further information should be directed to the
Dealer Managers or the Tender Agent (as appropriate).
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
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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