London, 7 November 2013
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JSC Bank of Georgia issues U.S.$150 million 7.75% Notes due 2017 (consolidated and forming a single series with the U.S.$250 million 7.75% Notes due 2017 issued on 5 July 2012)
Bank of Georgia Holdings plc ('BGH') (LSE: BGEO LN), the holding company of JSC Bank of Georgia (the "Bank"), Georgia's leading bank, announced today that the Bank has completed the issuance of its US$150 million 7.75% notes due 2017 (the "Further Notes") (consolidated and forming a single series with the U.S.$250 million 7.75% notes due 2017 issued on 5 July 2012(the "Existing Notes" and, together with the Further Notes, the "Notes")). The Regulation S / Rule 144A senior unsecured Further Notes carry a 7.75% coupon rate per annum, paid semi-annually, and were issued and sold at closing at a price of 105.249% of their principal amount on 6 November 2013. J.P. Morgan Securities plc and Merrill Lynch International acted as Joint Lead Managers for the Further Notes. Dechert LLP and Baker & McKenzie LLP acted as legal advisors to the Joint Lead Managers and the Bank, respectively. The Notes are rated BB- (Fitch) / Ba3 (Moody's) / BB- (Standard & Poor's). The Notes are listed on the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's Regulated Market.
"In continuation of our ongoing active liability management efforts, we are very pleased to have succesfully completed this bond issue, with initial demand more than three times the offer size and investor interest from over 80 institutional investors from the US, the UK, Singapore, Switzerland, Austria and other European countries. The net proceeds will help us to further optimise our cost of funding and among other things will be used to provide financing for our general working capital needs", commented Irakli Gilauri, Chief Executive Officer.
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 Article 2(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 "US 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 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 such 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 lawfully be 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 thisAnnouncement or any of its contents.
About Bank of Georgia Holdings PLC
Bank of Georgia Holdings PLC is a UK-incorporated holding company of Bank of Georgia. Bank of Georgia is the leading Georgian bank, based on total assets (with a 34.7% market share), total loans (with a 34.0% market share) and total deposits (with a 31.4% market share) as of 30 June 2013, all data based on standalone financial information filed by banks in Georgia with the National Bank of Georgia. The Bank offers a broad range of corporate banking, retail banking, wealth management, brokerage and insurance services to its clients.
Bank of Georgia has, as of the date hereof, the following credit ratings:
Standard & Poor's
'B1/NP' (FC) & 'Ba3/NP' (LC)
For further information, please visit www.bgh.co.uk, www.bog.ge/ir 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.
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