TIDMCGEO
RNS Number : 1920X
Georgia Capital PLC
31 December 2021
London, 31 December 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
FOR IMMEDIATE RELEASE
GEORGIA CAPITAL PLC
PROPOSED DISPOSAL OF WATER UTILITY BUSINESS
Georgia Capital PLC ("GCAP") today announces that its
wholly-owned subsidiary JSC Georgia Capital ("JSC GCAP"), which is
the owner of Georgia Global Utilities JSC ("GGU"), a holding
company for the GCAP group's ("Group") water utility business and
the operational assets of its renewable energy business, has agreed
to sell an initial 80% of its equity interest in the water utility
business to FCC Aqualia ("Aqualia"), by way of a two-stage
transaction. In addition, Aqualia has granted JSC GCAP a put
option, exercisable in 2025 or 2026, and JSC GCAP has granted
Aqualia a call option, exercisable on the date of expiry of the put
option in 2026 and expiring six months thereafter, over JSC GCAP's
remaining 20% interest in the water utility business.
Aqualia is a leading water company, with a global presence
extending across Europe, America and the MENA region. The disposal
is consistent with GCAP's key stated strategic objective of
realising the value of one of its large portfolio companies through
a trade sale, in order to demonstrate the value and attractiveness
of the Group's investment portfolio.
The disposal will be implemented via a two-staged process that,
after completion, will lead to Aqualia, through its acquisition
vehicle Aqualia SPV, acquiring an 80% equity interest in the water
utility business (through the initial purchase of a 65% equity
interest in GGU), for a cash consideration of USD 180 million. This
values the entire water utility business at USD 225 million, a
substantial premium to its latest independent investment value, at
30 June 2021.
For GCAP, the disposal represents a key strategic milestone. We
have, for the first time, completed the full investment cycle for
one of our main assets: to invest, to grow, and finally to monetise
out investment via a cash exit. In addition. The disposal will:
-- realise material cash proceeds over and above the needs for
re-financing the renewable energy business, which are intended to
be deployed in a combination of share buybacks, deleveraging,
lending to portfolio companies, and potential further
investments;
-- create significant value for GCAP shareholders, translating
into a substantial premium to the latest independent investment
value and a 2.2% uplift to GCAP's net asset value as at 30
September 2021;
-- have a positive impact on the Group's leverage profile,
reducing the market value leverage from 25.4% as at 30 September
2021 to approximately 19.6%, assuming cash settlement as at 30
September 2021, and a USD 95.4 million shareholder loan to GGU for
the Renewable Energy Bond Redemption Financing;
-- bring an important international investment and significant
industry expertise into Georgia, that will strengthen the water
utility business to the benefit of its customers, employees and
other stakeholders; and
-- form a strategic partnership between JSC GCAP and Aqualia
that will support the business at least until such time as either
the put option or call option is exercised.
The proposed disposal is a Class 1 transaction and, in
accordance with the UK Listing Rules, is conditional upon the
approval of GCAP's shareholders, with a shareholder circular to be
posted in due course, including a timetable for a General Meeting,
expected to be held in late January 2022. The circular will also
seek shareholder approval for a break fee, that will be payable to
Aqualia to the extent that JSC GCAP fails to transfer the GGU
shares to Aqualia at completion of the first stage of the disposal,
which is planned to occur promptly after the General Meeting.
The second stage of the transaction will follow the planned
redemption in July 2022 of an existing bond issued by GGU that will
be financed pro-rata to their interests in GGU by Aqualia and GCAP.
Following the bond redemption, GCAP will recover full ownership of
GGU's renewable energy assets, and Aqualia's ownership in the water
utility business will increase to 80%.
Irakli Gilauri, Chairman and CEO of GCAP commented: "I am
delighted to report to our shareholders that we have delivered on
our key strategic priority, announced a year ago, to dispose of one
of our large portfolio companies. This is an important milestone
for Georgia Capital that marks the achievement of a key strategic
priority with the successful completion of the full investment
cycle of our strategy: to invest, grow and monetise via a cash
exit.
Our Board believes that the price for the disposal represents a
strong valuation for the Water Utility Business, and by monetising
this asset at a value in excess of its investment value within
GCAP's latest net asset value statement, we hope to set a further
marker for the value of our entire investment portfolio.
I am also delighted to have agreed the sale of the water utility
business to such a high quality strategic purchaser, Aqualia. The
strong Aqualia management team can add substantial value to the
water utility business in its new period of ownership, and can
count fully on our support as a minority shareholder.
We have been working on this transaction with Aqualia's
management team for some time, and we have managed to get to know
them well. I have been extremely impressed with their depth of
knowledge of the industry and their professionalism, and we are
delighted to form a partnership with such strong strategic
investors. Going forward, we believe this partnership will further
enhance the value of the water business. In addition, I believe it
will be highly beneficial for Georgia, and for the local population
in the capital city Tbilisi, to have such a knowledgeable strategic
investor. When exiting businesses, finding such a strong future
owner for our businesses is a key priority for GCAP, and I am
pleased to report that, in Aqualia, we have found one.
We intend to deploy the net cash proceeds via a combination of:
share buybacks, investments in marketable securities, increased
cash balance, consideration for further potential business
investments, and lending to our portfolio companies, including USD
95.4 million towards the refinancing of the outstanding GGU green
bond, payable in respect of the renewable energy business.
Immediately after completion of the sale, surplus proceeds will be
held in cash and cash equivalents, and yield-bearing marketable
securities, pending a review by our Board to determine the
appropriate investment, deleveraging and capital return policies in
the light of the prevailing economic outlook, the share price and
discount to net asset value, and investment opportunities available
at the time. This Board review is expected to take place in the
first quarter of 2022, when a further announcement with regard to
our updated strategic priorities."
Félix Parra, CEO of FCC Aqualia said: "Georgia is a country that
has clearly bet on transparency in governance and ease of foreign
investment by offering clear and stable regulatory frameworks in
different areas and especially in that of water and energy
utilities, as evidenced by the assessment made by independent
international organizations and observers.
Aqualia's interest in Georgia and in the Tbilisi water system
comes from afar, since it participated in the first privatization
process of the water supply and sanitation system of Tbilisi in
2008, and has been following closely and with interest its
evolution to date.
The Aqualia and GCAP teams have been working for months on an
agreement that creates value for both parties. In the case of
Aqualia, this deal represents another milestone on its outstanding
growth in management of the integral water cycle in recent years,
either by the acquisition of regulated assets, owned, as is the
case of GGU, or by the award of long-term concessions.
The agreement reached involves the acquisition of 80% of the
water activity and associated hydro power generation assets of GGU,
maintaining GCAP a 20% stake in GGU in the coming years. In this
way, the combination of its deep knowledge of the country's
regulatory framework and the professionalism of its team, together
with Aqualia's technology and expertise in the water sector,
guarantees continuity in the company's successes, high standards of
performance and quality of services.
IMPORTANT NOTICE
This Announcement is released by Georgia Capital PLC and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 (MAR) (as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act
2018), and is disclosed in accordance with the GCAP's obligations
under Article 17 of MAR.
This announcement has been issued by, and is the sole
responsibility of, Georgia Capital PLC.
Name of authorised official of issuer responsible for making
notification: Giorgi Alpaidze, Chief Financial Officer
Enquiries
Georgia Capital PLC ir@gcap.ge
Irakli Gilauri, Chairman & CEO
Giorgi Alpaidze, CFO
Michael Oliver, Adviser to the Chairman & CEO
UBS Investment Bank +44 (0) 20 7567 8000
Charles-Henry Colom-Sampol, Managing Director
Sarantis Douropoulos, Executive Director
Numis Securities Limited (Financial Advisor to GCAP) 0207 260
1000
Hugh Jonathan
Nathan Brown
Vicki Paine
Background and reasons for the Disposal
Under the sale agreement two stages of the transaction are
provided for; being "First Completion" (expected to occur by the
end of January 2022) and "Second Completion" (expected to occur in
the third quarter of 2022).
First Completion will represent the initial disposal of a 65%
equity interest in GGU to Aqualia SPV, representing an 80% economic
interest in the water utility business, following which JSC GCAP
will hold a 35% equity interest in GGU representing a 20% economic
interest in the water utility business and a 100% economic interest
in the renewable energy business.
Following Second Completion, which is conditional on receiving
antitrust clearance and the redemption of GGU's existing Eurobond
("GGU Bond"), Aqualia SPV will own an 80% equity interest and JSC
GCAP will own a 20% equity interest in GGU.
The transaction has been structured in a two-staged process due
to the restrictions under the terms and conditions of the existing
GGU Bond, which matures in 2025. Aqualia is seeking to acquire a
majority interest in the water utility business but not the
renewable energy business, both of which are owned and controlled
by GGU. The GGU Bond restricts GGU, as issuer, from making material
changes to the nature of GGU's business for the lifetime of the GGU
Bond, and from making disposals, such as the spin-off of the
renewable energy business from GGU. The parties have decided to
redeem the GGU Bond in full prior to Second Completion so that
these restrictions no longer apply and the independent renewable
energy business can be transferred back to GCAP. The parties have
determined that the most cost-effective way to redeem the GGU Bond
would be to provide GGU with the necessary funds to exercise its
right to redeem on or as soon as reasonably practicable after the
expiry of the non-call period under the terms of that instrument,
being 30 July 2022.
At the same time, the parties do not wish to delay First
Completion. Accordingly, on First Completion, Aqualia will acquire
a controlling equity stake in GGU amounting to 65% of the issued
share capital, which the parties have agreed represents an economic
interest in 80% of the water utility business and will enter into a
shareholders' agreement to regulate their respective rights and
obligations as joint owners of GGU and to ensure GGU can continue
to operate as usual. At this stage, no assets will be transferred.
Upon the completion of the GGU Bond redemption and the receipt of
the relevant antitrust clearance, the parties will then proceed to
Second Completion and the renewable energy business will be spun
off and transferred back to GCAP, leaving Aqualia SPV as the
majority shareholder of GGU, which will then be a holding company
solely for the water utility business. It is Aqualia's current
intention that, once GGU has proceeded with the spin-off of the
renewable energy assets and the shareholdings have been adjusted to
the aforementioned percentages, the company will again turn to the
capital markets to refinance the company and its future investment
commitments with new corporate debt issuance.
Put and call options
Aqualia and JSC GCAP have granted each other a put option and
call option, respectively, over JSC GCAP's remaining 20% equity
interest in the water utility business. Full details will be
provided in the forthcoming shareholder circular.
The put option granted to JSC GCAP can be exercised in each of
the two six-month periods immediately following the approval of the
audited consolidated accounts of JSC GCAP by shareholders for each
of the financial years ended 31 December in 2024 and 2025. The put
option price has been agreed as 8.25x EV/EBITDA multiple of an
adjusted, normalised EBITDA, less net debt.
The call option granted to Aqualia can be exercised in the
period commencing on the date of expiry of the put option and
expiring six months thereafter. The call option price has been
agreed as 8.9x EV/EBITDA multiple of an adjusted, normalised
EBITDA, less net debt.
Break Fee Arrangements
The parties have agreed the following potential break fee
arrangements, which will apply during the period prior to First
Completion:
(a) a USD 3.75 million break fee, being less than one per cent
of the market capitalisation of GCAP on the business day
immediately prior to the announcement of the transaction, payable
by GCAP, if the GCAP Board withdraws its recommendation that GCAP
shareholders vote in favour of the Resolutions at the General
Meeting;
(b) a USD 20 million break fee payable by Aqualia SPV in the
event Aqualia SPV fails to pay the consideration for the initial
disposal when required; and
(c) subject to shareholder approval, a reciprocal USD 20 million
break fee payable by JSC GCAP, if JSC GCAP fails to transfer the
shares to Aqualia SPV when required to do so to give effect to the
initial disposal.
Information on Georgia Capital
Georgia Capital is a platform for buying, building and
developing businesses in Georgia. The Group's primary business is
to develop or buy businesses, help them institutionalise their
management and grow them into mature businesses that can further
develop largely on their own, either with continued oversight or
independently. The Group's focus is typically on larger-scale
investment opportunities in Georgia, which have the potential to
reach at least GEL 0.5 billion equity value over three to five
years from the initial investment and to monetise them through
exits, as they mature. The Group manages its portfolio companies
individually and does not focus on achieving intra-group synergies.
The Group does not have capital commitments or a primary mandate to
deploy funds or divest assets within a specific time frame. As
such, it focuses on shareholder returns and on opportunities which
meet its investment return and growth criteria.
The Group currently categorises its portfolio companies as
follows (with the percentages of the total portfolio value being as
reflected in the financial statements as equity investments at fair
value as at 30 September 2021):
-- Listed businesses ( 18.5% of total portfolio value): The
Group holds a 19.9% equity stake in Bank of Georgia Group plc, a
holding company of a leading universal bank in Georgia, listed on
the premium segment of the London Stock Exchange;
-- Private portfolio businesses ( 81.5% of total portfolio
value): The Group's private portfolio businesses comprise large
portfolio companies, investment stage portfolio companies and other
portfolio companies:
o Large portfolio companies (64.7% of total portfolio value):
-- Healthcare services ( 20.9% of total portfolio value): The
healthcare services business, owned through Georgia Healthcare
Group ("GHG"), comprises three segments: hospitals, clinics and
diagnostics;
-- Retail pharmacy ( 17.8% of total portfolio value): The retail
pharmacy business, owned through GHG, consists of a retail pharmacy
chain and a wholesale business, selling pharmaceuticals and medical
supplies, where the Group holds 67% equity interests;
-- Water utility ( 17.9% of total portfolio value): The Water
Utility Business (to be sold pursuant to the transaction) is owned
through GGU and supplies potable water and provides wastewater
collection and processing services to almost 1.4 million people in
Georgia; and
-- Insurance (Property & Casualty and Medical) ( 8.2% of
total portfolio value): The insurance business combines: a property
and casualty insurance business, owned through Aldagi and a medical
insurance business, owned through GHG;
o Investment stage portfolio companies ( 9.7% of total portfolio value):
-- Combined Renewable energy ( 6.0% of total portfolio value):
The combined renewable energy business consists of both the
operational assets, namely the Mestiachala Hydro Power Plants,
Hydrolea Hydro Power Plants and the Qartli Wind Farm, which are
owned through GGU and are referred to as Renewable Energy Business
throughout this document, as well as an additional pipeline of up
to 172 MW of renewable energy projects in the advanced stage of
development currently held under the umbrella of the wider Group
and outside of GGU; and
-- Education ( 3.7% of total portfolio value): The education
business combines three high quality school partnerships across the
premium, mid-level and affordable education segments; and
o Other portfolio companies (7.1% of total portfolio value) :
Other portfolio companies include five businesses: housing
development; hospitality and commercial real estate; beverages;
auto services; and digital services.
Summary of the Water Utility Business
The water utility business is a regulated natural monopoly in
Tbilisi and the surrounding area, providing water and wastewater
supply services to approximately 1.4 million residents and
approximately 37,000 legal entities. The water utility business
also operates hydro power plants with total installed capacity of
149MW. The water utility business uses a portion of the power
generated by the Hydro Power Plants associated to the water
infrastructure for internal consumption at regulated electricity
tariffs to power its water distribution network, while the
remaining electricity is sold on the market. Revenues come from two
main streams (water and electricity sales), where the business
benefits from both earning fair regulatory returns on invested
capital made in upgrading the water utility network and average
electricity sales price growth due to electricity market
deregulation in 2019.
The profits attributable to the water utility business in the
first nine months of 2021 totaled GEL 63.0 million. The value of
the gross assets of the water utility business, subject of the
transaction, was GEL 700.4 million as at 30 September 2021. The
detailed financial and valuation highlights of the business will be
included in the forthcoming shareholder circular.
Information on Aqualia
Aqualia is the Spanish leader in water management, being the
fourth European water operator and the 9th in the world, based on
the population served according to Global Water intelligence (March
2021).
Its main activity is the management of water utility services
(collection, purification, sewerage, waste water treatment and
reuse), providing these services in more than 1,100 municipalities
in Spain, France, Portugal, Italy, the Czech Republic, Colombia,
México and Saudi Arabia among others.
Additionally, it is a world leader in the design, construction
and operation of water infrastructures and currently having
important projects underway such as the Wastewater Treatment Plants
of Salitre (Bogotá), Glina (Bucharest), Abu Rawash (Cairo) as well
as the desalination plants of El Alamein (Egypt) or Guaymas
(Mexico), Mar de Alboran (Spain), among others.
Its presence reaches 17countries in Europe, America, the Middle
East and North Africa.
Aqualia belongs to the FCC, Services and Construction Group,
with more than 120 years of history in providing urban services,
and is 49% also owned by the IFM infrastructure ethical fund.
This acquisition is fully integrated into the strategy of
growing by long term concessions or by the acquisition of water
assets owned in regulated markets and represents an important
milestone in the development plan approved by its Governing
Bodies.
IMPORTANT NOTICES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Disposal, and other information published by GCAP contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of GCAP about future events and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The
forward-looking statements contained in these documents include
statements relating to the expected effects of the Disposal on
GCAP, the expected timing and scope of the Disposal and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although GCAP believes that the expectations reflected in
such forward-looking statements are reasonable, GCAP can give no
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These
factors include the satisfaction of certain conditions, as well as
additional factors, such as fluctuations in the capital markets;
fluctuations in interest and exchange rates; increased regulation
or regulatory scrutiny; the occurrence of unforeseen disasters or
catastrophes; political or economic instability in principal
markets; adverse outcomes in litigation; and general, local and
global economic, political, business and market conditions. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither GCAP nor any of its respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements.
Other than in accordance with their legal or regulatory
obligations (including under the UK Listing Rules and the
Disclosure Guidance and Transparency Rules of the FCA, the
Prospectus Regulation Rules, the Market Abuse Regulation (EU No.
596/2014) and the Market Abuse Regulation (EU No. 596/2014) as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018), GCAP is not under any obligation, and GCAP
and its advisors (acting in their capacity as such) expressly
disclaim any intention or obligation or undertaking, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
All forward looking statements contained in this announcement
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section.
No profit forecasts or quantified benefits statement
No statement in this announcement is intended as a profit
forecast, profit estimate or qualified benefits statement and no
statement in this announcement should be interpreted to mean that
earnings per GCAP share for the current or future financial years
would necessarily match or exceed the respective historical
published earning per GCAP share or to mean that the continuing
group's earnings in the first 12 months following the Disposal, or
in any subsequent period, would necessarily match or be greater
than those of GCAP for the relevant preceding financial period or
any other period.
Cautionary statement
This announcement is not intended to, and does not constitute or
form part of, any offer or invitation to purchase, acquire,
subscribe for, sell, dispose of or issue, or any solicitation of
any offer to sell, dispose of, purchase, acquire or subscribe for,
any security or a solicitation of any vote or approval, in any
jurisdiction. GCAP's shareholders are advised to read carefully the
formal documentation in relation to the Disposal once it has been
despatched. Any response to the Disposal should be made only on the
basis of the information in the formal documentation to follow. The
release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and, therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with these requirements or restrictions may constitute a
violation of the securities laws or regulations of any such
jurisdiction. This announcement has been prepared for the purposes
of complying with English law and the UK Listing Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of
England.
Rounding
Certain figures included in this announcement have been rounded.
Accordingly, figures shown for the same category may vary slightly
and figures shown as totals may not be an arithmetic aggregation of
the figures that precede them.
Important notice related to financial advisers
Numis Securities Limited (Numis), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Sponsor
and Financial Adviser exclusively for GCAP and no one else in
connection with the matters set out in this announcement and
neither Numis nor any of its affiliates will regard any other
person as its client in relation to the matters in this
announcement and neither Numis nor any of its affiliates will be
responsible to anyone other than GCAP for providing the protections
afforded to clients of Numis, nor for providing advice in relation
to any matter referred to herein.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to overseas shareholders in the US or
any other restricted jurisdictions, for inspection on GCAP's
website at www.georgiacapital.ge and GGU's website at www.ggu.ge .
For the avoidance of doubt, the contents of this website are not
incorporated into and do not form part of this announcement.
Subject to certain restrictions relating to persons in the US
and other restricted jurisdictions, you may request a hard copy of
this announcement by contacting Computershare during business hours
in the manner set out in the documents to which this offer relates.
If you have received this announcement in electronic form, copies
of this announcement and any document or information incorporated
by reference into this announcement will not be provided unless
such a request is made.
If you are in any doubt about the contents of this announcement
or the action you should take you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Baker & McKenzie LLP is acting as legal adviser to GCAP in
connection with the Disposal.
LEI Number: 213800Q65T5GNBOW7H65
About Georgia Capital PLC
Georgia Capital 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 0.5 billion 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 healthcare
services business; (ii) a water utility business; (iii) a retail
(pharmacy) business, (iv) an insurance business (P&C and
medical insurance); (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 and a 19.9% equity stake 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 B2/CFR & B2/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
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