Bank Of Georgia Group Regulatory News (BGEO)

London, 6 March 2018

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. 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).

MIFID II PROFESSIONALS/ECPS-ONLY / NO PRIIPS KID - MANUFACTURER TARGET MARKET (MIFID II PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS). NO PRIIPS KEY INFORMATION DOCUMENT ("KID") HAS BEEN PREPARED AS THE SECURITIES TO WHICH THIS ANNOUNCEMENT RELATES WILL NOT BE AVAILABLE TO RETAIL INVESTORS IN THE EEA.

JSC GEORGIA CAPITAL ANNOUNCES ISSUANCE OF US$ 300,000,000 6.125% NOTES DUE 2024

On Monday March 5, BGEO Group PLC's investment business holding company, JSC Georgia Capital (Georgia Capital) successfully priced an inaugural US$ 300 million offering of 6.125% notes due March 2024 (the Notes). The Notes are denominated in US Dollars and are expected to settle on 9 March 2018. The Regulation S/ Rule 144A senior unsecured Notes are being issued and sold at an issue price of 98.770%. J.P. Morgan and Citi are acting as Joint Bookrunners and Joint Lead Managers for the Notes, Renaissance Capital is acting as a Joint Lead Manager and Galt & Taggart is acting as a Co-Manager. Freshfields Bruckhaus Deringer LLP and Baker & McKenzie LLP are acting as legal advisors to the Joint Lead Managers and Georgia Capital, respectively. The Notes are expected to be listed on the Global Exchange Market of the Irish Stock Exchange and to be rated B+ (S&P) and B2 (Moody's). On closing, the issuance is expected to be the first international bond offering by a non-banking, non-state-backed company from 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.

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

About BGEO Group PLC

The Group: BGEO Group PLC ("BGEO"- LSE: BGEO LN) is a UK incorporated holding company of a Georgia-focused investment platform. BGEO invests, via its subsidiaries, in the banking and non-banking sectors in Georgia (BGEO and its subsidiaries, together the "Group"). BGEO aims to deliver on its strategy of: (1) at least 20% ROAE from its Banking Business; (2) 15%-20% growth of its Banking Business loan book; (3) at least 25% IRR; and (4) up to 20% of the Group's profit from its Investment Business. On 3 July 2017 BGEO announced its intention to demerge BGEO Group PLC into a London-listed banking business (the "Banking Business") and a London-listed investment business (the "Investment Business") by the end of the first half of 2018. 

Banking Business: Currently 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 ("BOG" or the "Bank") is the core entity of the Group's Banking Business. The Banking Business will continue to target to benefit from the underpenetrated banking sector in Georgia primarily through its retail banking services.

Investment Business: Currently comprises the Group's stakes in Georgia Healthcare Group PLC ("Healthcare Business" or "GHG") - an LSE (a London Stock Exchange) premium-listed company, Georgia Global Utilities ("Utility and Energy Business" or "GGU"), m2 Real Estate ("Real Estate Business" or "m2"), Teliani Valley ("Beverage Business" or "Teliani") and Aldagi ("Property and Casualty Insurance Business" or Aldagi"). Georgia's fast-growing economy provides opportunities in a number of underdeveloped local markets and the Investment Business will target to capture growth opportunities in the Georgian corporate sector.

For further information, please visit www.bgeo.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