Bank Of Georgia Group Regulatory News (BGEO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"). IN PARTICULAR, NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED). THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE NOT INTENDED TO BE SOLD AND SHOULD NOT BE SOLD TO RETAIL CLIENTS IN THE EUROPEAN ECONOMIC AREA ("EEA"), AS DEFINED IN THE RULES SET OUT IN THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE 2014/65/EU ("MiFID II"), AS AMENDED OR REPLACED FROM TIME TO TIME. THE SECURITIES IN THIS ANNOUNCEMENT ARE NOT INTENDED TO BE OFFERED OR SOLD AND SHOULD NOT BE OFFERED OR SOLD TO ANY NATURAL PERSON FOR THE PURPOSES OF APPLICABLE BANKING REGULATIONS IN GEORGIA.

London, 22 March 2019

JSC Bank of Georgia announces issuance of U.S.$ 100,000,000 11.125% Additional Tier 1 Capital Notes

On Thursday, March 21, Bank of Georgia Group PLC's subsidiary, JSC Bank of Georgia (the "Bank") successfully priced an inaugural U.S.$ 100 million offering of 11.125% Additional Tier 1 Capital Perpetual Subordinated Notes callable after 5.25 years and on every subsequent interest payment date, subject to prior consent of the National Bank of Georgia (the "Notes"). The Notes are being issued in accordance with Regulation S and sold at an issue price of 100.00%. J.P. Morgan and UBS Investment Bank are acting as Joint Bookrunners for the Notes, and Galt & Taggart is acting as a Co-Manager. Latham & Watkins LLP and Baker & McKenzie LLP are acting as legal advisors to the Joint Bookrunners and the Bank, respectively. The Notes are expected to be listed on the Irish Stock Exchange and to be rated B- (Fitch). On closing, the issuance is expected to be the first international offering of Additional Tier 1 Capital Notes from Georgia and the South Caucasus region.

Archil Gachechiladze, Chief Executive Officer of Bank of Georgia commented: "I am delighted that Bank of Georgia has issued the first ever Additional Tier 1 Capital Notes from Georgia and the South Caucasus region. Basel III regulations recently introduced in Georgia enable this type of capital optimisation and this US Dollar issue provides the Bank with an opportunity to diversify our capital structure from a foreign currency perspective and provide a natural hedge against dollarisation in the economy. Subject to final regulatory approval, we expect this issuance to add approximately 230 basis points to the Bank's Tier 1 capital ratio. To reduce the carry-cost of this new issuance, we intend to repay a portion of existing Tier 2 capital instruments upon receipt of a consent of the National Bank of Georgia."

Disclaimer

In the European Economic Area, with respect to any Member State that has implemented Directive 2003/71/EC and Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this Announcement is only addressed to and is only directed at qualified investors ("Qualified Investors") in that Member State within the meaning of Artcile2(1)(e) of the Prospectus Directive.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of the securities in the United States.

This Announcement is not intended to, and shall not, constitute or contain an offer to sell or solicitation of an offer to purchase the securities referred to herein by any person in any jurisdiction where it is unlawful to make an offer or solicitation. The distribution of the Announcement and the offer or sale of the securities referred to herein in certain jurisdictions is restricted by law. This Announcement may not be used for or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorised or is unlawful.

In the United Kingdom ("UK"), this Announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49 of the Order, and (ii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this Announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not intended to be a public offer or advertisement of securities in Georgia, and is not intended to be an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in Georgia, and must not be made otherwise publicly available in Georgia. Any failure to comply with this restriction may constitute a violation of Georgia securities law.

Name of authorised official of issuer responsible for making notification: Natia Kalandarishvili, Head of Investor Relations and Funding

About Bank of Georgia Group PLC

Bank of Georgia Group PLC ("Bank of Georgia Group" or the "Group" - LSE: BGEO LN) is a UK incorporated holding company, which comprises: a) retail banking and payment services, b) corporate investment banking and wealth management operations and c) banking operations in Belarus ("BNB"). JSC Bank of Georgia ("Bank of Georgia", "BOG" or the "Bank"), the leading universal bank in Georgia, is the core entity of the Group. The Group targets to benefit from superior growth of the Georgian economy through both its retail banking and corporate investment banking services and aims to deliver on its strategy, which is based on at least 20% ROAE and 15%-20% growth of its loan book.

For further information, please visit www.bankofgeorgiagroup.com or contact:

This news report is presented 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