TIDMCGEO
RNS Number : 7145F
Georgia Capital PLC
12 July 2023
London, 12 July 2023
JSC Georgia Capital launches a US$ 150 million bond offering
Georgia Capital PLC (the "Company" or "GCAP") announces that JSC
Georgia Capital ("JSC GCAP"), the Georgian holding company of
GCAP's businesses, has today launched a US$ 150 million
sustainability-linked bond offering (the "Notes") on the Georgian
market. The Notes are US$-denominated with 5-year bullet maturity
(callable after two years) and are rated BB- by S&P, a one
notch upgrade compared to the existing Eurobond. At the same time,
JSC GCAP has today launched an invitation to purchase all of its
outstanding $300 million Eurobonds for cash (excluding the $84
million existing Eurobonds that have already been re-purchased and
are held in treasury), subject to successful completion of the
planned local market Notes issuance. The Eurobond repurchases will
be funded by the proceeds generated from the issuance of the local
sustainability-linked bonds together with the existing liquid funds
of GCAP, which have benefited from a significant increase in
dividend inflows in 2023.
The Book-building process for the Notes is expected to last
until the close of business on 1 August 2023, while the preliminary
range for the coupon to be paid has been set at 8.0% to 8.5%. The
Notes are expected to be accepted on Clearstream shortly after
their issuance. The Notes have already received substantial
interest from international financial institutions ("IFIs"), who
may acquire up to $100 million of the Notes at completion.
The issuance of the proposed sustainability-linked bonds will
represent a key strategic milestone for GCAP, which will:
Ø Significantly reduce GCAP's leverage. Georgia Capital has
continued to make significant progress on its core strategic
priority of deleveraging the balance sheet. Out of the existing US$
300 million Eurobond, a total of US$ 84 million has already been
repurchased and is currently held in GCAP's treasury. The Company
also announced today the launch of a Eurobond Tender Offer, which
will facilitate the transition of current Eurobond holders into the
Notes. Following the issuance of the Notes and completion of the
Tender Offer, GCAP intends to exercise its right to redeem any
Eurobond not acquired in the Tender Offer according to the optional
redemption at make whole. As a result, GCAP's gross debt balance is
expected to decrease from the current US$ 300 million to US$ 150
million. This reduction has been supported by the substantial
growth in cash dividend income from the portfolio companies.
Ø Contribute to climate change mitigation. Georgia Capital has
established a Sustainability-Linked Bond Framework, under which
GCAP intends to decrease its Greenhouse Gas Emissions by 20% by
2027 compared to a 2022 baseline. Through this target, GCAP will
support climate change mitigation, natural resources conservation
and pollution prevention, thereby contributing to the transition
towards a more sustainable and lower carbon economy in Georgia.
GCAP has also obtained a second-party opinion from Sustainalytics,
a leading provider of environmental, social and governance ("ESG")
research and analysis, for its Sustainability-Linked Bond
Framework.
Ø Support the development of the local capital market. By being
the largest corporate bond issuance on the Georgian capital market,
the transaction will make a valuable contribution to the
development of the local capital market.
Irakli Gilauri , Georgia Capital Chairman and CEO commented: "I
am delighted to announce the launch of the largest ever corporate
bond offering in Georgia. The issuance of sustainability-linked
bonds will make a substantial contribution to the development of
the local capital market and support the transition towards a more
sustainable and lower carbon economy in Georgia. The transaction,
once completed, will significantly enhance GCAP's financial
flexibility and provide an opportunity to continue the substantial
de-leveraging progress towards our targeted NCC ratio of 15%."
Galt and Taggart JSC and TBC Capital LLC will act as placement
agents for the issuance of the Notes . Potential investors may
express interest in purchasing the Notes by submitting a notice to
any of the placement agents before the expiration of the offering
at the following email addresses: JSC Galt & Taggart:
sales@gt.ge ; TBC Capital LLC: brokerage@tbccapital.ge .
The preliminary prospectus , rating materials and other
documents are available on the Company's website at :
https://georgiacapital.ge/ir/sustainability-linked-bonds .
The details on the tender offer are available on the Company's
website at :
https://georgiacapital.ge/ir/eurobonds .
Name of authorised official of issuer responsible for making
notification: Shalva Bukia, Head of Investor Relations and
Funding
About Georgia Capital PLC
Georgia Capital (LEI: 213800Q65T5GNBOW7H65) is a platform for
buying, building and developing businesses in Georgia with holdings
in sectors that are expected to benefit from the continued growth
and further diversification of the Georgian economy. The Group's
focus is typically on larger-scale investment opportunities in
Georgia, which have the potential to reach at least GEL 300 million
equity value over 3-5 years from the initial investment and to
monetise them through exits, as investments mature. Georgia Capital
currently has the following portfolio businesses: (i) a retail
(pharmacy) business, (ii) a hospitals business, (iii) an insurance
business (P&C and medical insurance); (iv) a clinics and
diagnostics business, (v) a renewable energy business (hydro and
wind assets) and (vi) an education business; Georgia Capital also
holds other small private businesses across different industries in
Georgia; a 20.0% equity stake in the water utility business and a
19.9% equity stake (at 5-May-23) in LSE premium-listed Bank of
Georgia Group PLC ("BoG"), a leading universal bank in Georgia.
JSC Georgia Capital has, as
of the date hereof, the following
credit ratings:
S&P Global 'B+'/FC & 'B+'/LC
Moody's B1/CFR & B1/PDR
For further information, please visit www.georgiacapital.ge or
contact:
Irakli Gilauri Giorgi Alpaidze Michael Oliver Shalva Bukia
Chairman and Chief Executive Chief Financial Officer Adviser to the Chairman & CEO Head of Investor Relations
ir@gcap.ge +995 322 005 000 +44 203 178 4034 + 995 322 005 045
ir@gcap.ge ir@gcap.ge ir@gcap.ge
Information on the placement agents:
JSC Galt & Taggart TBC Capital LLC
Pushkin Street, N7 Marjanishvili Street,
0105, Tbilisi 0102, Tbilisi
gt@gt.ge ; sales@gt.ge info@tbccapital.ge
; brokerage@tbccapital.ge
+995 322 272 733 +995 322 272 733
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END
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