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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October 25, 2022 06:05 ET (10:05 GMT)

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