Last checked at 9 Aug 2023 10:52
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 JURISDICTION IN WHICH, OR TO ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL UNDER APPLICABLE LAWS TO DISTRIBUTE THIS ANNOUNCEMENT.
9 August 2023
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 12 July 2023, for its outstanding U.S.$300,000,000[1] 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 12 July 2023 (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 11:59 p.m. (New York time) on 8 August 2023. The following table sets forth the results of the Tender Offer, including the aggregate principal amount of Notes accepted for purchase 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 terms as set out in the Tender Offer Memorandum.
Description of the Notes | ISIN/Common Code/CUSIP | Minimum Denomination | Benchmark Reference Security Yield | Repurchase Yield | Purchase Price | Aggregate Principal Amount of Notes accepted for purchase |
U.S.$300,000,000 6.125% notes | Regulation S Notes ISIN XS1778929478/ Common Code: 177892947 Rule 144A Notes ISIN US373143AA49/ Common Code 178546554/ CUSIP 373143AA4 | U.S.$200,000 and integral multiples of U.S.$1,000 thereafter | 5.424% | 5.924% | U.S.$1,001.07 per U.S.$1,000 in principal amount of the Notes | U.S.$176,521,000 |
New Financing Condition
The Issuer confirms that the New Financing Condition has been satisfied.
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 on or about 10 August 2023.
Future Actions in Respect of the Notes
The Issuer intends to cancel U.S.$176,521,000 in aggregate principal amount of the Notes it accepts for purchase pursuant to the Tender Offer and U.S.$106,878,000 in aggregate principal amount owned by the Issuer. Following settlement of the Tender Offer and the cancellation of U.S.$283,399,000 in aggregate principal amount of the Notes, U.S.$16,601,000 in aggregate principal amount of the Notes will remain outstanding.
Following such cancellation, the Issuer intends to exercise its right to redeem any Notes not acquired in the Tender Offer pursuant to the optional redemption and make whole provision contained in "Terms and Conditions of the Notes-Condition 6(c) (Optional Redemption at Make Whole)" in the listing particulars pursuant to which the Notes were issued.
Further Information
A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum.
Requests for information in relation to the Tender Offer should 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 Shard32 London Bridge StreetLondon SE1 9SG
United Kingdom
Attention: Jacek Kusion
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.
[1] In October 2022, the Issuer repurchased and cancelled U.S.$65 million Notes, decreasing the outstanding principal amount from U.S.$365 million to U.S.$300 million.