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).
London, 10 April
2024
Bank of Georgia Group PLC
announces that JSC Bank of Georgia issued USD 300,000,000 9.5%
perpetual subordinated callable additional tier 1 capital
notes
On Tuesday, 9 April 2024, Bank of
Georgia Group PLC's banking business subsidiary, JSC Bank of
Georgia (the "Bank")
successfully priced a USD 300 million offering of 9.5% perpetual
subordinated callable additional tier 1 notes (the "Notes"). The Notes are denominated in
USD and are expected to settle on 16 April 2024. The Notes are
being issued in accordance with Reg S/Rule 144A and sold at an
issue price of 100%. Citigroup and J.P. Morgan are acting as Joint
Lead Managers and Bookrunners for the Notes, BCP Securities is
acting as Joint Lead Manager and Galt & Taggart is acting as
Co-manager. Latham & Watkins (London) LLP is acting as the
legal advisor to the Joint Lead Managers in respect of English and
United States federal law and Dentons Georgia LLC is acting as the
legal advisor to the Joint Lead Managers in respect of Georgian
law. Baker & McKenzie LLP is acting as the legal advisor to the
Bank in respect of English and United States federal law and MG Law
LLC is acting as the legal advisor to the Bank in respect of
Georgian law. The Notes are expected to be listed on the Irish
Stock Exchange and to be rated B- (Fitch) and B2
(Moody's).
Disclaimer
In
member states of the European Economic Area, this Announcement is
only addressed to and is only directed at persons who are qualified
investors ("Qualified Investors") within the meaning of Article
2(1)(e) of the Regulation (EU) 2017/1129.
In
the United Kingdom ("UK"), this Announcement is only addressed to
and is only directed at persons who are qualified investors
("Qualified Investors") within the meaning of Article 2(1)(e) of
the Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018. In addition, in
the 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.
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.
Name of authorised official of
issuer responsible for making notification: Nini Arshakuni, Head of
Investor Relations
About Bank of Georgia Group PLC
Bank of Georgia Group PLC (LSE: BGEO
LN - the "Company" or the
"Group") is a FTSE-250
holding company providing banking and
financial services in the high-growth Georgian and Armenian markets
through leading, customer-focused, universal banks - Bank of
Georgia in Georgia and Ameriabank in Armenia. By building on our
competitive strengths, we are committed to driving business growth,
sustaining high profitability, and generating strong returns, while
creating opportunities for our stakeholders and making a positive
contribution in the communities where we operate.
Legal Entity Identifier:
213800XKDG12NQG8VC53
For
further information, please visit www.bankofgeorgiagroup.com
or
contact:
Michael Oliver
|
Nini Arshakuni
|
Adviser to the CEO
|
Head of Investor
Relations
|
+44 203 178 4034
|
+995 322 444 444 (7515)
|
moliver@bgeo.com
|
ir@bog.ge
|
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