TIDMCGEO
RNS Number : 7568B
Georgia Capital PLC
04 October 2022
London, 4 October 2022
FOR IMMEDIATE RELEASE
GEORGIA CAPITAL PLC
COMPLETION OF SECOND STAGE OF DISPOSAL OF WATER UTILITY
BUSINESS
Further to the announcement by Georgia Capital PLC ("GCAP") on 3
February 2022 of the completion of the first stage of the disposal
by its wholly-owned subsidiary JSC Georgia Capital ("JSC GCAP") of
a controlling interest in Georgia Global Utilities JSC ("GGU") to
FCC Aqualia for USD 180 million (the "Disposal") and the proposed
demerger by GGU of its renewable energy business to JSC GCAP (the
"Demerger"), GCAP is pleased to announce that the Demerger has been
completed today. Accordingly, the second stage of the two-stage
transaction is now complete and all conditions precedent under the
share purchase agreement, signed in December 2021 by the parties,
have now been satisfied. As a consequence, JSC GCAP now owns 100%
of the renewable energy assets previously held by GGU, and a 20%
interest in GGU, which remains subject to the ongoing put/call
option structure announced in December 2021.
The implementation of the Demerger was conditional upon (a)
obtaining antitrust clearance and (b) the redemption of GGU's USD
250,000,000 7.750% Eurobond due 2025, which took place in September
2022. Both of these conditions have been satisfied. The Eurobond
was redeemed in part by way of a USD 90 million shareholder loan to
GGU, provided by JSC GCAP.
The ongoing relationship between FCC Aqualia, JSC GCAP and GGU
will continue to be governed by the existing shareholders'
agreement between the parties, regulating their respective rights
and obligations as joint owners of GGU.
Enquiries
Georgia Capital PLC ir@gcap.ge
Irakli Gilauri, Chairman & CEO
Giorgi Alpaidze, CFO
Michael Oliver, Adviser to the Chairman & CEO
Cautionary statement
This announcement is for general informational purposes only and
should not be construed as an offer to sell or the solicitation of
an offer to buy any securities.
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 Financial Conduct
Authority (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.
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.
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 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% equity stake in the water utility business and a 20%
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 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
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solicitation of an offer to buy any securities
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END
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