TIDMCGEO
RNS Number : 7740F
Georgia Capital PLC
12 July 2023
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 (THE "MARKET ABUSE REGULATION")
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY JURISDICTION IN WHICH,
OR TO ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL UNDER APPLICABLE
LAWS TO DISTRIBUTE THIS ANNOUNCEMENT.
12 July 2023
JSC GEORGIA CAPITAL ANNOUNCES INVITATION TO PURCHASE NOTES FOR
CASH
JSC Georgia Capital (the "Issuer") has today launched an
invitation to holders (the "Noteholders") of its outstanding
U.S.$300,000,000 [1] 6.125% notes due 2024 (the "Notes"), to tender
their Notes for purchase by the Issuer for cash (the "Tender
Offer") subject to the offer and distribution restrictions below,
and upon the terms set forth in a tender offer memorandum dated 12
July 2023 (as it may be amended or supplemented from time to time,
the "Tender Offer Memorandum").
The Tender Offer will expire at 11:59 pm (New York time) on 8
August 2023, unless extended or earlier terminated (such time and
date, as the same may be extended by the Issuer, the "Expiration
Deadline"). The deadlines set by each Clearing System (as defined
below) for the submission of instructions may be earlier than the
relevant deadlines specified in this announcement and the Tender
Offer Memorandum.
Notes validly tendered may be withdrawn prior to 5:00 p.m. New
York time (10:00 p.m. London time) on 8 August 2023, unless
extended by the Issuer (such time and date, the "Withdrawal Time")
but not thereafter. See "Procedures for Tendering Notes -
Withdrawal Rights" in the Tender Offer Memorandum for further
information.
Copies of the Tender Offer Memorandum are (subject to the Offer
and Distribution Restrictions) available from the Tender and
Information Agent as set out below. Capitalised terms used in this
announcement but not otherwise defined have the meanings given to
them in the Tender Offer Memorandum.
Summary of the Tender Offer
Description ISIN/Common Outstanding Minimum Benchmark Bloomberg Fixed
of the Notes Code/CUSIP Principal Denomination Reference Reference Spread
Amount U.S. Treasury Page (Basis
Security(1) Points)
U.S.$300,000,000 Regulation U.S.$300,000,000 U.S.$200,000 0.250% PX3 50 basis
6.125% notes S Notes (of which and integral U.S. Treasury points
(the "Notes") ISIN XS1778929478/ U.S.$83,800,000 multiples Notes
Common Code: is owned of U.S.$1,000 due 15
177892947 by the Issuer thereafter March
Rule 144A Notes and its 2024
ISIN US373143AA49/ affiliates)
Common Code
178546554/
CUSIP 373143AA4
-------------------- ----------------- --------------- --------------- ----------- ---------
(1) The Purchase Price payable will be the price payable in
respect of each U.S.$1,000 in principal amount of the Notes validly
tendered and accepted for purchase by the Issuer, so as to result
in a price that results in a yield to maturity (the " Repurchase
Yield ") as of the Payment Date equal to the sum of (i) the Fixed
Spread (as specified in the table above); and (ii) the Benchmark
Reference Security Yield (as defined herein), provided that, if
such calculation would result in a Purchase Price of less than
100%, the Purchase Price shall be 100%. In addition to the Purchase
Price, holders whose Notes are accepted for purchase by the Issuer
will receive the Accrued Interest Amount (as defined herein).
Purchase Price
The Purchase Price for the Notes will be calculated as follows:
the Dealer Manager will calculate the price expressed as a
percentage and rounded to the third decimal place (with 0.0005
being rounded upwards) payable in respect of each U.S.$1,000 in
principal amount of the Notes validly tendered and accepted for
purchase by the Issuer pursuant to the Tender Offer, so as to
result in a price that results in a yield to maturity (the
"Repurchase Yield") as of the Payment Date equal to the sum of:
(i) the Fixed Spread; and
(ii) the yield to maturity (the "Benchmark Reference Security
Yield") based on the bid-side price of the Benchmark Reference U.S.
Treasury Security as reported on the Bloomberg Reference Page at or
around the Pricing Time, unless extended,
provided that , if such calculation would result in a Purchase
Price of less than 100%, the Purchase Price shall be 100%.
Specifically, and subject to the foregoing, the Purchase Price
per U.S.$1,000 principal amount of Notes accepted for purchase will
equal:
(i) the present value per U.S.$1,000 principal amount of all
remaining payments of principal and interest on the Notes to be
made to (and including) the maturity date of the Notes, discounted
to the Payment Date, at a discount rate equal to the Repurchase
Yield; minus
(ii) the Accrued Interest Amount on the Notes per U.S.$1,000 principal amount of Notes.
As the Purchase Price for the Notes is based on a fixed spread
pricing formula linked to the Benchmark Reference Security Yield,
the actual amount of consideration that may be received by a holder
validly tendering Notes pursuant to the Tender Offer will be
affected by changes in the Benchmark Reference Security Yield
during the term of the Tender Offer prior to the Pricing Time. The
determination of the Purchase Price by the Dealer Manager will, in
the absence of manifest error, be final and binding on all
parties.
In addition to the Purchase Price, the Issuer will pay, as part
of the consideration for the Notes accepted for purchase in the
Tender Offer, a sum equivalent to accrued and unpaid interest, if
any (the "Accrued Interest Amount"), from (and including) the
immediately preceding interest payment date for the Notes to (but
excluding) the Payment Date.
Rationale for the Tender Offer
At the latest investor day held on 9 May 2022, the Issuer
announced its intention to deleverage its balance sheet and extend
the debt maturity. As such, the Issuer is launching the Tender
Offer in order to meet its deleveraging target. The Issuer intends
to issue the New Notes (as defined below), subject to market
conditions, in order to extend its debt maturity profile.
Any Notes tendered and accepted for purchase by the Issuer will
be transferred to and held by the Issuer in accordance with the
terms and conditions of the Notes and, if decided by the Issuer in
its sole discretion may be cancelled in full or in part immediately
after or at any time following completion of the Tender Offer. The
Issuer will use its available cash on hand to consummate the Tender
Offer.
Notes
To participate in the Tender Offer, a Noteholder must either
hold such Notes through a Direct Participant (as defined below) in
Euroclear Bank SA/NV ("Euroclear"), Clearstream Banking, S.A.
("Clearstream") or The Depository Trust Company ("DTC", and
together with Euroclear and Clearstream, the "Clearing Systems" and
each a "Clearing System")) or arrange for the transfer of its Notes
so that they are held through such Direct Participant in Euroclear,
Clearstream or DTC. See "Procedures for Tendering Notes" in the
Tender Offer Memorandum for further information.
New Notes
The Issuer intends to issue the New Notes, subject to market
conditions, on the basis of a prospectus approved by the NBG. The
Issuer will, in connection with the allocation of the New Notes,
consider among other factors whether or not the relevant investor
seeking an allocation of the New Notes has, prior to such
allocation, validly tendered or indicated a firm intention to the
Issuer or the Dealer Manager to tender Notes pursuant to the Tender
Offer, and, if so, the aggregate nominal amount of Notes tendered
or intended to be tendered by such investor. When considering
allocations of the New Notes, the Issuer intends to give preference
to those investors who, prior to such allocation, have tendered, or
indicated their firm intention to tender, Notes. However, the
Issuer is not obliged to allocate the New Notes to an investor
which has validly tendered or indicated a firm intention to the
Issuer or the Dealer Manager to tender Notes pursuant to the Tender
Offer. If any New Notes are allocated to an investor which has
validly tendered or indicated a firm intention to tender its Notes
to the Issuer or the Dealer Manager, the principal amount of New
Notes so allocated may be less or more than the principal amount of
Notes tendered by such holder and accepted by the Issuer pursuant
to the Tender Offer. Any allocation of the New Notes, while being
considered by the Issuer as set out above, will be made in
accordance with customary new issue allocation processes and
procedures. In the event that a Noteholder validly tenders Notes
pursuant to the Tender Offer, such Notes will remain subject to
such tender and the conditions of the Tender Offer as set out in
the Tender Offer Memorandum irrespective of whether that Noteholder
receives all, part or none of any allocation of New Notes for which
it has applied.
The pricing of the New Notes is expected to take place prior to
the Expiration Deadline and, as such, investors are advised to
contact the Issuer as soon as possible in order for their
participation in the Tender Offer to be considered as part of the
New Notes allocation process.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the offering
documentation related thereto, and no reliance is to be placed on
any representations other than those contained in such
documentation. The Dealer Manager is not acting as a joint
bookrunner in relation to the New Notes.
No action has been or will be taken in any jurisdiction, other
than in Georgia, in relation to the New Notes to permit a public
offering of securities.
Future Actions in Respect of the Notes
The Issuer reserves the right at any time or from time to time
following completion of the Tender Offer to purchase or exchange or
offer to purchase or exchange Notes or to issue an invitation to
submit offers to sell Notes, in each case on terms that may be more
or less favourable than those contemplated by the Tender Offer. The
making of any such new offers and the issuance of any new
invitation will depend on various factors, including interest rates
prevailing at such time and the aggregate nominal amount of Notes
purchased pursuant to the Tender Offer.
Subsequent to the Payment Date, the Issuer intends to exercise
its right to redeem any Notes not acquired in the Tender Offer
pursuant to the optional redemption and make whole contained. See
"Terms and Conditions of the Notes-Condition 6(c) (Optional
Redemption at Make Whole)" in the Listing Particulars.
Expected Timetable of Events
The times and dates below are indicative only.
Date Calendar Date and Event
Time
Commencement Date 12 July 2023 Commencement of the Tender
Offer upon the terms set forth
in the Tender Offer Memorandum.
The Tender Offer Memorandum
is available from the offer
website run by the Tender
and Information Agent: https://deals.is.kroll.com/gcap
(the "Offer Website").
Withdrawal Time 5:00 p.m. New York The last time that Noteholders
time on 8 August 2023 may validly withdraw any Notes
previously tendered.
Expiration Deadline 11:59 pm (New York The last time for Noteholders
time) on 8 August to tender Notes pursuant to
2023, unless extended the Tender Offer (subject
or earlier terminated to such tender being validly
by the Issuer. In received by the Tender and
the case of an extension, Information Agent before such
the Expiration Deadline time). If a broker, dealer,
will be such other bank, custodian, trust company
date and time as so or other nominee or other
extended intermediary holds Notes of
any Noteholder, such intermediary
may have earlier deadlines
for accepting the Tender Offer
at or prior to the Expiration
Deadline. Each Noteholder
should promptly contact the
broker, dealer, bank, custodian,
trust company or other nominee
that holds its Notes to determine
its deadline or deadlines.
Pricing Time At or around 9:00 Determination of the Benchmark
am (London time) on Reference Security Yield,
9 August 2023 the Repurchase Yield and the
Purchase Price.
Results Announcement 9 August 2023 as soon The Issuer will announce the
Date as reasonably practicable results of the Tender Offer
following the Pricing (including the Purchase Price,
Time the Benchmark Reference Security
Yield and the Repurchase Yield),
the aggregate principal amount
of Notes that will remain
outstanding following completion
of the Tender Offer and will
confirm in its sole and absolute
discretion whether the New
Financing Condition has been
satisfied (or waived).
Payment Date A date promptly following The day that Noteholders will
the Expiration Deadline be paid the Purchase Price
and is expected to and the Accrued Interest Amount,
be on or about 10 in the case of Notes (i) validly
August 2023 tendered at or prior to the
Expiration Deadline (subject
to such tender being validly
received by the Tender and
Information Agent before the
Expiration Deadline) and (ii)
accepted for purchase by the
Issuer.
The above times and dates are subject to the right of the Issuer
to extend, re-open, amend, waive in whole or in part any condition
to, and/or terminate, the Tender Offer (subject to applicable law
and as provided in the Tender Offer Memorandum).
Noteholders are advised to check with any broker, dealer, bank,
custodian, trust company or other nominee or other intermediary
through which they hold Notes to confirm whether such intermediary
requires that it receives instructions for such Noteholder to
participate in the Tender Offer before the deadlines specified
above. The deadlines set by each Clearing System for the submission
of Notes subject to the Tender Offer may be earlier than the
relevant deadlines above.
Further Information
A complete description of the terms and conditions of the Tender
Offer is set out in the Tender Offer Memorandum. Further details
about the Tender Offer can be obtained from:
The Dealer Manager
Requests for information in relation to the Tender Offer should
be directed to:
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Email: em_europe_lm@jpmorgan.com
Attention: Liability Management
Tel: +44 20 7134 2468
The Tender and Information Agent
Requests for information in relation to the procedures for
tendering Notes and participating in the Tender Offer and the
submission of Tender Instructions or submission should be directed
to the Tender and Information Agent:
Subject to the offer and distribution restrictions, the Tender
Offer Memorandum, and any further announcements and amendments
related to the Tender Offer, may be obtained from the Tender and
Information Agent:
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Jacek Kusion
Tel: +44 20 7704 0880
Email: gcap@is.kroll.com
Website: https://deals.is.kroll.com/gcap
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
notes is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Tender Offer. If any Noteholder 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 individual
or company 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 participate in the Tender Offer. None of the
Issuer, the Dealer Manager, the Tender and Information 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 Noteholders should participate in the
Tender Offer.
Georgia
This announcement and any other documents or materials relating
to the Tender Offer have not been approved by the National Bank of
Georgia (the "NBG"). Nothing in this announcement or any other
documents or materials relating to the Tender Offer constitutes a
"public offer" or "advertisement" of securities in Georgia, and
neither such materials nor the Tender Offer shall be construed as
an offer, or an invitation to make offers, to purchase, sell,
exchange or transfer securities in a public offer in Georgia. Any
investment decision to purchase any New Notes should be made solely
on the basis of the information contained in the prospectus
approved by the NBG, and no reliance is to be placed on any
representations other than those contained in such prospectus.
This announcement or any other documents or materials relating
to the Tender Offer must not be made publicly available in Georgia.
The securities referred to herein are not intended for "placement",
"public circulation", "offering" or "advertising" (each as defined
under Georgian law) in Georgia except as permitted by Georgian
law.
European Economic Area
In any Member State of the European Economic Area (the "EEA")
(each, a "Relevant State"), this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer are only addressed to, and are only directed at,
qualified investors in that Relevant State within the meaning of
the Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a
regulated market (the "Prospectus Regulation"). Each person in a
Relevant State who receives any communication in respect of the
Tender Offer contemplated in the Tender Offer Memorandum will be
deemed to have represented, warranted and agreed to and with the
Dealer Manager and the Issuer that it is a qualified investor
within the meaning of the Prospectus Regulation.
France
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the French financial markets authority (Autorité des marchés
financiers). The Tender Offer is not being made, directly or
indirectly, in the Republic of France ("France"). Accordingly,
neither this announcement, the Tender Offer Memorandum nor any
other document or material relating to the Tender Offer has been or
shall be made available, directly or indirectly, in France other
than to qualified investors (investisseurs qualifiés) acting for
their own account, as defined in article 2 point (e) of the
Prospectus Regulation.
Italy
None of the Tender Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Tender Offer have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations.
The Tender Offer is being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as
amended (the "Issuer's Regulation").
Accordingly, the Tender Offer may not be advertised and the
Tender Offer will not be addressed, and none of this announcement,
the Tender Offer Memorandum or any other documents or materials
relating to the Tender Offer (including any memorandum, information
circular, brochure or any similar documents) have been or shall be
distributed or made available, directly or indirectly, to any
person in Italy other than to "qualified investors" (investitori
qualificati), as defined pursuant to Article 100 of the Financial
Services Act and Article 34-ter, paragraph 1, letter b) of the
Issuer's Regulation.
Noteholders or beneficial owners of the Notes may tender their
Notes in the Tender Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offer.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer are 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 (the "FSMA"). 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 is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is
only directed at and may be communicated to (1) persons who have
professional experience in matters relating to investments, being
investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "FPO"); (2) persons who fall within Article 43(2) of the
FPO; (3) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the FPO; or (4) any other persons to whom these documents and/or
materials may lawfully be communicated. Any investment or
investment activity to which this announcement or the Tender Offer
Memorandum relate is available only to such persons or will be
engaged only with such persons and other persons should not rely on
it.
General
This announcement, the Tender Offer Memorandum and any other
document or materials relating to the Tender Offer do not
constitute an offer to buy or the solicitation of an offer to sell
Notes in any circumstances in which such offer or solicitation is
unlawful. If a jurisdiction requires the Tender Offer to be made by
a licensed broker or dealer, and any of the Dealer Manager or any
of its respective affiliates is such a licensed broker or dealer in
such jurisdictions, the Tender Offer shall be deemed to be made by
the Dealer Manager or such affiliate (as the case may be) on behalf
of the Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the EEA, France, Italy, the United Kingdom and Georgia, each
Noteholder participating in the Tender Offer will also be deemed to
give certain representations in respect of the other jurisdictions
referred to above and generally as set out in "Procedures for
Tendering Notes" in the Tender Offer Memorandum. Any tender of
Notes for purchase pursuant to the Tender Offer from a Noteholder
that is unable to make these representations will be rejected. Each
of the Issuer, the Dealer Manager and the Tender and Information
Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Tender Offer, whether any such representation given
by a Noteholder is correct and, if such investigation is undertaken
and as a result the Issuer determines (for any reason) that such
representation is not correct, such tender of Notes shall not be
accepted.
This announcement is released by JSC Georgia Capital and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation, encompassing information relating to the Tender Offer
described above. For the purposes of the Market Abuse Regulation,
this announcement is made by Giorgi Alpaidze, the Chief Financial
Officer of JSC Georgia Capital.
[1] In October 2022, the Issuer repurchased and cancelled
U.S.$65 million Notes, decreasing the outstanding principal amount
from U.S.$365 million to U.S.$300 million.
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END
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