Bp Cap. 28 Regulatory News (45ET)

18 June 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE INVITATION IS SUBJECT TO RESTRICTIONS IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES, THE UNITED KINGDOM, THE REPUBLIC OF ITALY, BELGIUM AND FRANCE), AS MORE FULLY DESCRIBED IN THE TENDER OFFER MEMORANDUM.

 JSC GEORGIAN RAILWAY

ANNOUNCES INVITATION TO TENDER FOR PURCHASE FOR CASHany and all of its outstanding

U.S.$250,000,000 9.875% Notes due 2015

(the "Notes" and the holders of the Notes being the "Holders")

JSC Georgian Railway (the "Issuer") has today launched an invitation to all Holders (subject to the offer restrictions set out in the Tender Offer Memorandum (as defined below)) to tender any and all of their Notes for purchase by the Issuer for cash (the "Invitation"), all as more fully described herein and in the Tender Offer Memorandum.

The rationale for the Invitation is to manage the Issuer's existing indebtedness, in particular, to extend the maturity profile and improve the pricing of its indebtedness.

The Invitation is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 18 June 2012 (the "Tender Offer Memorandum"), copies of which may be obtained free of charge from Lucid Issuer Services Limited (the "Tender Agent"). Capitalised terms used and not otherwise defined in this announcement have the meaning given to them in the Tender Offer Memorandum.

The Issuer has also announced today its intention, subject to market conditions, to issue new notes denominated in U.S. dollar (the "New Notes"). The Issuer will decide, in its sole discretion, whether to accept for purchase Notes validly tendered in the Invitation subject to the Issuer being satisfied that it has received an amount by way of proceeds of the issue of the New Notes which is sufficient (as determined by the Issuer in its sole discretion) in order to enable it to finance, in whole or in part, the payment by it of the Purchase Price and Accrued Interest for the Notes validly tendered pursuant to the Invitation. The requirement for the Issuer to be so satisfied for the making of this decision is referred to herein as the "New Financing Condition".

The amount payable by the Issuer for each U.S.$1,000 in outstanding principal amount of the Notes accepted for purchase pursuant to the Invitation will be the purchase price set out in the table above (the "Purchase Price"). Accrued Interest will be paid on the Settlement Date in respect of Notes accepted for purchase, all as more fully described in the Tender Offer Memorandum.

The Invitation begins today, 18 June 2012 and will expire at 5.00 p.m. London time on 25 June 2012 (the "Expiration Deadline"), unless extended, re-opened or terminated as provided in the Tender Offer Memorandum.

No later than two Business Days immediately following the Expiration Deadline, the Issuer will announce whether it will, subject to satisfaction of the New Financing Condition on or prior to the Settlement Date, accept for purchase Notes validly tendered pursuant to the Invitation and the aggregate principal amount of validly tendered Notes (if any) it will (subject as aforesaid) accept for purchase.

The Issuer expects to announce on or about 5 July 2012 whether the New Financing Condition has been satisfied (following receipt by it or on its behalf of the proceeds of the issue of New Notes) and the date for settlement in respect of Notes accepted for purchase (the "Settlement Date") and the amount of Accrued Interest to be paid on the Settlement Date in respect of the Notes accepted for purchase.

The Settlement Date is expected to be on or about 5 July 2012.

Holders may only validly offer to tender Notes in principal amounts of U.S.$100,000 or integral multiples of U.S.$1,000 in excess thereof.

In order to be eligible to receive the Purchase Price, Holders must validly tender their Notes by the Expiration Deadline, by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. Notes can only be tendered pursuant to the Invitation in accordance with the procedures described in the Tender Offer Memorandum under the heading "Procedures for Participating in the Invitation".

Tenders of Notes pursuant to the Invitation will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum under the heading "Amendment and Termination".

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary would require to receive instructions to participate in the Invitation before the deadline specified above. The deadlines set by each Clearing System for the submission of Tender Instructions will also be earlier than the deadline set out above and in the Tender Offer Memorandum.

Holders who do not participate in the Invitation, or whose Notes are not accepted for purchase by the Issuer, will continue to hold their Notes subject to the terms and conditions of the Notes.

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on, the procedures for participating in the Invitation.

Requests for information in relation to the pricing of the Invitation should be directed to the Dealer Managers:

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Invitation. If any Holder 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 person 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 tender such Notes in the Invitation. None of the Issuer, the Dealer Managers, the Tender 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 Holders should tender Notes in the Invitation.

No offer or invitation to acquire any securities is being made pursuant to this announcement. Nothing in this announcement or the Tender Offer Memorandum constitutes an invitation to participate in the Invitation in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an invitation under applicable securities laws. Tenders of Notes for purchase pursuant to the Invitation will not be accepted from Holders in any jurisdiction where any such offer or invitation is unlawful.

OFFER RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes and tenders of Notes for purchase in the Invitation will not be accepted from Holders in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Invitation shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

United States

The Invitation is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Notes may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the United States Securities Act of 1933, as amended. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation 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. Any purported offer to sell in response to the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offers to sell made by a person located in the United States or 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 Holder participating in the Invitation will represent that it is not located in the United States and is not participating in the Invitation from the United States or it 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 Invitation from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Invitation is 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. 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 as a financial promotion is only being made to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated.

Italy

None of this announcement, the Tender Offer Memorandum or any other document or materials relating to the Invitation 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 Invitation is being carried out in 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, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Invitation through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, 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.

Belgium

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Invitation have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autorité des servicés et marches financiers / Autoriteit voor Financiële Diensten en Markten) (the "FSMA") and, accordingly, the Invitation is not and may not be made, directly or indirectly, to the public in Belgium by way of a public offering pursuant to Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (Loi relative aux offres publiques d'acquisition / Wet op de openbare overnamebiedingen), as amended or replaced from time to time. Accordingly, the Invitation may not be advertised or made (either directly or indirectly) and the Invitation will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Invitation (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 Belgium other than "qualified investors" (investisseurs qualifiés / gekwalificeerde beleggers) in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (Loi relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés réglementés / Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt), acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Invitation have been submitted to or approved by the French Financial Markets Authority (Autorité des Marchés Financiers). Accordingly, the Invitation may not be made in the Republic of France ("France") by way of an offer of securities to the public (offre au public de titres financiers) under Article L.411-1 of the French Code monétaire et financier, therefore the Invitation is not being made and shall not be made, directly nor indirectly, to the public in France. The Invitation may not be advertised and the Invitation will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar document) has been or shall be distributed or made available, directly or indirectly, to any person in France other than (and exclusively), (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) provided that such qualified investors are acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier.