Bank of Georgia Group PLC BOG issues US$ 100,000,000 11.125% AT 1 Notes (6992T)
22 Marzo 2019 - 1:30AM
UK Regulatory
TIDMBGEO
RNS Number : 6992T
Bank of Georgia Group PLC
22 March 2019
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.
JSC Bank of Georgia has, as of
the date hereof, the following
credit ratings:
Fitch Ratings 'BB-/B'
Moody's 'Ba3/NP' (FC) &
'Ba2/NP' (LC)
For further information, please visit www.bankofgeorgiagroup.com
or contact:
Archil Gachechiladze Michael Oliver David Tsiklauri Natia Kalandarishvili
Group CEO Adviser to the Group CFO Head of Investor
CEO Relations
+995 322 444 444
+995 322 444 144 +44 203 178 4034 +995 322 444 108 (9282)
agachechiladze@bog.ge moliver@bgeo.com dtsiklauri@bog.ge 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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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