TIDMCGEO
RNS Number : 9378C
Georgia Capital PLC
14 October 2022
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 PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES")
OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON LOCATED
OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
14 October 2022
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.$365,000,000 6.125% notes (held on the Regulation S Global
Certificate bearing ISIN: XS1778929478; Common Code: 177892947) 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 14 October 2022 (as it may be amended
or supplemented from time to time, the "Tender Offer Memorandum"),
in accordance with the Modified Dutch Auction Procedure described
therein and subject to the Initial Tender Cap (as defined
below).
The Tender Offer will expire at 4:00 pm (London time) on 24
October 2022, 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.
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
Outstanding Minimum Maximum
Description Principal ISIN / Minimum Purchase Purchase
of the Notes Amount Common Denomination Price Price Purchase Initial
Code (Reg Price Tender Cap
S)
------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
U.S.$365,000 U.S.$365,000 ISIN: U.S.$200,000 U.S.$880 U.S.$950 To be U.S.$60,000,
,000 ,000 XS1778929478 and integral per per determined 000
6.125% notes (of which / 177892947 multiples U.S.$1,000 U.S.$1,000 pursuant in aggregate
held on U.S.$70,382, of in principal in principal to the principal
the 000 U.S.$1,000 amount amount Modified amount of
Regulation is owned thereafter of the of the Dutch Notes, which
S Global by the Notes Notes Auction may be
Certificate Issuer Procedure increased
bearing and its set out or decreased
ISIN affiliates) in the in the sole
XS1778929478 Tender and absolute
Offer discretion
Memorandum of the
Issuer
Initial Tender Cap and Final Tender Cap
The Issuer proposes that the aggregate principal amount of Notes
it will accept for purchase pursuant to the Tender Offer will be an
amount to be determined by the Issuer, in its sole and absolute
discretion, which is expected to be US$60,000,000 in aggregate
principal amount of Notes (such amount, once determined, the
"Initial Tender Cap"). The Issuer reserves the right, in its sole
discretion, to accept less than or more than such amount for
purchase pursuant to the Tender Offer (the final aggregate
principal amount of Notes accepted for purchase pursuant to the
Tender Offer being the "Final Tender Cap"). The Issuer also
reserves the right not to purchase any Notes, subject to applicable
law.
Purchase Price
Noteholders that validly tender their Notes at or prior to the
Expiration Deadline, if the Issuer accepts the tender of such
Notes, will be paid (subject to the terms set out in the Tender
Offer Memorandum):
-- the Purchase Price, which shall be determined in accordance
with the Modified Dutch Auction Procedure and subject to the terms
as set out in the Tender Offer Memorandum, including the Minimum
Purchase Price, the Maximum Purchase Price and the Final Tender
Cap; and
-- an amount in cash in U.S. dollars equal to the Accrued
Interest Amount to (but excluding) the Payment Date (rounded to the
nearest cent, with U.S.$0.005 to be taken as a full cent).
Modified Dutch Auction Procedure
Under the Modified Dutch Auction Procedure, the Issuer will
determine in its sole discretion. following expiration of the
Tender Offer, a single Purchase Price (expressed as the amount
payable for each U.S.$1,000 in principal amount of the Notes equal
to, or in an increment of U.S.$0.50 per U.S.$1,000 in principal
amount of such Notes above, the Minimum Purchase Price provided
that such Purchase Price shall not be greater than the Maximum
Purchase Price), taking into account the principal amount of the
Notes so tendered and the Offer Prices specified (or deemed to be
specified, as set out below) by tendering Noteholders.
The Purchase Price for the Notes will represent the lowest price
that will enable the Issuer to purchase an aggregate principal
amount of the Notes, which equals the Final Tender Cap, and shall
either be the Minimum Purchase Price, or an increment of U.S.$0.50
per U.S.$1,000 in principal amount of such Notes above the Minimum
Purchase Price to the extent that the Purchase Price is not greater
than the Maximum Purchase Price. The Purchase Price will apply to
all Notes accepted for purchase.
Tender Instructions in respect of the Notes may be submitted in
the form of either a Competitive Offer (which specifies a purchase
price higher than the Minimum Purchase Price) or a Non-Competitive
Offer (which does not specify a purchase price or specifies a price
less than or equal to the Minimum Purchase Price).
If a Competitive Offer specifies a purchase price that is not in
whole increments of U.S.$0.50 per U.S.$1,000, such purchase price
will be rounded up to the nearest increment of U.S.$0.50 per
U.S.$1,000 in principal amount of the Notes.
Competitive Offers that specify a purchase price greater than
the Maximum Purchase Price will be rejected and will not be used
for the purposes of calculating the Purchase Price.
Accrued Interest Amount
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 the Issuer's balance sheet.
As the Issuer's liquidity position has been improved by the sale of
an 80% stake in its water utility business, the Issuer is launching
the Tender Offer to meet its deleveraging target. 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
The Issuer will only accept tenders with respect to the Notes
held on the Regulation S Global Certificate bearing ISIN
XS1778929478. T he Issuer will not accept tenders with respect to
the Notes held on the Rule 144A Global Certificate bearing ISIN
US373143AA49. Consequently, the Tender Offer is not being conducted
in a manner eligible for the procedures of The Depository Trust
Company. To participate in the Tender Offer, a holder of Notes must
either hold such Notes through a Direct Participant in Euroclear
Bank SA/NV ("Euroclear") or Clearstream Banking, S.A.
("Clearstream", and together with Euroclear, 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 or Clearstream. See "Procedures for Tendering Notes"
in the Tender Offer Memorandum for further information.
Scaling of Tenders
If the aggregate principal amount of the Notes validly tendered
exceeds the Final Tender Cap, such Tender Instructions will be
accepted on a pro rata basis, as further described in the Tender
Offer Memorandum.
In addition, in the event of any such scaling, the Issuer
intends to apply pro rata scaling to each valid tender of Notes a
manner further described in the Tender Offer Memorandum.
Expected Timetable of Events
The times and dates below are indicative only.
Date Calendar Date and Event
Time
Commencement Date 14 October 2022 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").
Expiration Deadline 4:00 pm (London time) The last time for Noteholders
on 24 October 2022, to tender Notes pursuant to
unless extended or the Tender Offer (subject
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.
Results 25 October 2022 The Issuer will announce the
Announcement Date results of the Tender Offer,
the Final Tender Cap, the
Purchase Price, the Scaling
Factor (if applicable and
as defined in the Tender Offer
Memorandum) and the aggregate
principal amount of Notes
that will remain outstanding
following completion of the
Tender Offer.
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 in the case of Notes (i) validly
26 October 2022 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 / Illia Vyshenskyi
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.
United States
The Tender Offer is not being made and will not be made,
directly or indirectly, in or into, or by use of the mails of, or
by any means or instrumentality of interstate or foreign commerce
of, or of any facilities of a national securities exchange of, the
United States or to any U.S. person (as defined in Regulation S
under the United States Securities Act of 1933, as amended) (each a
"U.S. Person"). This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. Accordingly, copies of
this announcement or the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offer are not being,
and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to a U.S. Person and the Notes cannot be tendered
in the Tender Offer by any such use, means, instrumentality or
facility or from or within or by persons located or resident in the
United States or by any U.S. Person. Any purported tender of Notes
in the Tender Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported
tender of Notes in the Tender Offer made by a person located in the
United States, a U.S. Person, by any person acting for the account
or benefit of a U.S. Person, or by any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
Each Noteholder participating in the Tender Offer will represent
that either (i) it is not a U.S. Person, is not located in the
United States and is not participating in the Tender Offer from the
United States or (ii) it is not located in the United States and is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Tender Offer from the United States and who is not a U.S. Person.
For the purposes of this and the above paragraph, "United States"
means the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
Georgia
This announcement and any other documents or materials relating
to the Tender Offer have not been approved by the National Bank of
Georgia. 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. 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 United States, 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.
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END
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