TIDMCGEO
RNS Number : 8098I
Georgia Capital PLC
09 August 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.
9 August 2023
JSC GEORGIA CAPITAL ANNOUNCES RESULTS OF TENDER OFFER TO
PURCHASE NOTES FOR CASH
JSC Georgia Capital (the "Issuer") announces today the results
of the tender offer that the Issuer commenced on 12 July 2023, for
its outstanding U.S.$300,000,000 [1] 6.125% notes due 2024 (the
"Notes"), for cash (the "Tender Offer"). The terms of the Tender
Offer are described in a tender offer memorandum dated 12 July 2023
(the "Tender Offer Memorandum").
Capitalised terms used in this announcement but not otherwise
defined have the meanings given to them in the Tender Offer
Memorandum.
Results of the Tender Offer
The Tender Offer expired at 11:59 p.m. (New York time) on 8
August 2023. The following table sets forth the results of the
Tender Offer, including the aggregate principal amount of Notes
accepted for purchase and the Purchase Price per U.S. $1,000 in
principal amount of Notes accepted for purchase in the Tender
Offer, as determined in accordance with the terms as set out in the
Tender Offer Memorandum.
Description ISIN/Common Minimum Benchmark Repurchase Purchase Aggregate
of the Notes Code/CUSIP Denomination Reference Yield Price Principal
Security Amount
Yield of Notes
accepted
for purchase
Regulation
S Notes
ISIN
XS1778929478/
Common Code:
177892947
Rule 144A Notes U.S.$1,001.07
ISIN U.S.$200,000 per U.S.$1,000
US373143AA49/ and integral in principal
Common Code multiples amount
U.S.$300,000,000 178546554/ of U.S.$1,000 of the
6.125% notes CUSIP 373143AA4 thereafter 5.424% 5.924% Notes U.S.$176,521,000
----------------- ---------------- ----------- ----------- ---------------- -----------------
New Financing Condition
The Issuer confirms that the New Financing Condition has been
satisfied.
Payment of the Purchase Price and the Accrued Interest
Amount
The Issuer will also pay an Accrued Interest Payment in respect
of any Notes accepted for purchase pursuant to the Tender Offer, as
further described in the Tender Offer Memorandum.
The Purchase Price and the Accrued Interest Amount for the Notes
accepted for purchase in the Tender Offer will each be paid on the
Payment Date, which is expected to be on or about 10 August
2023.
Future Actions in Respect of the Notes
The Issuer intends to cancel U.S.$176,521,000 in aggregate
principal amount of the Notes it accepts for purchase pursuant to
the Tender Offer and U.S.$106,878,000 in aggregate principal amount
owned by the Issuer. Following settlement of the Tender Offer and
the cancellation of U.S.$283,399,000 in aggregate principal amount
of the Notes, U.S.$16,601,000 in aggregate principal amount of the
Notes will remain outstanding.
Following such cancellation, 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 provision contained in
"Terms and Conditions of the Notes-Condition 6(c) (Optional
Redemption at Make Whole)" in the listing particulars pursuant to
which the Notes were issued.
Further Information
A complete description of the terms and conditions of the Tender
Offer is set out in the Tender Offer Memorandum.
Requests for information in relation to the Tender Offer should
be directed to:
The Dealer Manager
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
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. If any Noteholder is in
any doubt as to the contents of this announcement or the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own legal, tax and financial advice, including as to any
tax consequences, immediately from its stockbroker, bank manager,
solicitor, accountant or other independent financial adviser. 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 representation or recommendation whatsoever
regarding this announcement, the Tender Offer Memorandum or the
Tender Offer.
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
RTEUKSKROKUWRRR
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August 09, 2023 05:52 ET (09:52 GMT)
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