TIDMCGEO
RNS Number : 0425E
Georgia Capital PLC
25 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
25 October 2022
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 14 October 2022,
for its outstanding U.S.$365,000,000 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 14 October
2022 (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 4:00 p.m. (London time) on 24
October 2022. The following table sets forth the results of the
Tender Offer, including the Final Tender Cap 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 Modified
Dutch Auction Procedure and subject to the terms as set out in the
Tender Offer Memorandum.
Aggregate
Description ISIN / Minimum Maximum Principal
of the Notes Common Denomination Minimum Purchase Purchase Amount
Code (Reg Purchase Price Price of Notes
S) Price accepted
for purchase
(Final Tender
Cap)
--------------- --------------- --------------- --------------- --------------- ---------------- ---------------
U.S.$365,000,0 ISIN: U.S.$200,000 U.S.$880 U.S.$950 U.S.$880 U.S.$29,170,00
00 XS1778929478 and integral per U.S.$1,000 per U.S.$1,000 per U.S.$1,000 0
6.125% notes / 177892947 multiples in principal in principal in principal
held on the of U.S.$1,000 amount amount amount
Regulation thereafter of the of the of the
S Global Notes Notes Notes
Certificate
bearing ISIN
XS1778929478
The Issuer intends to cancel US$29,170,000 in aggregate
principal amount of the Notes it accepts for purchase pursuant to
the Tender Offer and US$35,830,000 million in aggregate principal
amount owned by the Issuer. Following settlement of the Tender
Offer and the cancellation of US$29,170,000 in aggregate principal
amount of the Notes accepted by the Issuer for purchase pursuant to
the Tender Offer and US$35,830,000 in aggregate principal amount of
the Notes owned by the Issuer, U.S.$300,000,000 in aggregate
principal amount of the Notes will remain outstanding, of which
US$34,552,000 will be owned by the Issuer and its affiliates.
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 26 October 2022.
Further Information
Questions and requests for assistance in connection with the
Tender Offer may 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 / 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. 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.
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END
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