Notice of results of 2017 BOG noteholder meeting

Released : 02 Aug 2016 11:31

RNS Number : 9998F
Bgeo Group PLC
02 August 2016
 

 

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 OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM. 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).

2 August 2016

NOTICE OF RESULTS OF A MEETING

of the holders of the

JOINT STOCK COMPANY BANK OF GEORGIA

US$400,000,000 7.75% NOTES DUE 2017
 

(Unrestricted Global Note ISIN: XS0783935561, Common Code: 078393556

Restricted Global Note ISIN: US373122AA85, Common Code: 061917233, CUSIP: 373122AA8)


(the "Notes")

NOTICE IS HEREBY GIVEN by the Issuer that at the Meeting of the holders of the above Notes held on 2 August 2016, the Extraordinary Resolution referred to in the Notice of Meeting dated 30 June 2016 delivered to Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, and The Depository Trust Company and delivered to the London Stock Exchange for publication on its website, on 30 June 2016, was duly PASSED as an Extraordinary Resolution.

On 30 June 2016, the Issuer announced an invitation to holders of the Notes to tender any or all of their Notes for purchase by the Issuer for cash and concurrently to consent to amendments to the trust deed and terms and conditions of the Notes by the Extraordinary Resolution upon the terms and subject the conditions contained in the tender offer and consent solicitation memorandum dated 30 June 2016 (the "Tender Offer and Consent Solicitation Memorandum"). Unless otherwise defined, capitalised terms used in this Notice have the meaning ascribed to them in the Tender Offer and Consent Solicitation Memorandum. 

Purchases of Notes under the Tender Offer are conditional, inter alia, upon satisfaction of certain conditions, including the New Financing Condition, as set out in the Tender Offer and Consent Solicitation Memorandum.  On 27 July 2016, BGEO Group PLC, the holding company of JSC BGEO Group, the Issuer's parent company, announced  that JSC BGEO Group had completed the issuance of its US$350,000,000 6.00% notes due 2023. Accordingly, the New Financing Condition has been satisfied.

The Issuer is pleased to announce that, following such Meeting, it has accepted for purchase US$313,954,000 in aggregate principal amount of the Notes tendered prior to the Early Participation Deadline for the Total Consideration of US$1,057.50 per US$1,000 in principal amount of Notes, which comprises the Tender Offer Consideration and the Early Tender Premium, together with Accrued Interest in respect of all Notes accepted for purchase. All Notes tendered have been accepted in full and will be tendered for cancellation by the Issuer. The Tender Offer Settlement Date will be 3 August 2016.

Following settlement of the Tender Offer, US$86,046,000  in aggregate principal amount of the Notes will remain outstanding.  Following the completion of the Offer and satisfaction of the New Financing Condition, the conditions for the Extraordinary Resolution have been satisfied. Accordingly, the amendments to the terms and conditions of the Notes set out in the Trust Deed constituting the Notes dated 5 July 2012 (as supplemented by the First Supplemental Trust Deed dated 6 November 2013) between the Issuer and Citicorp Trustee Company Limited, the Trust Deed and the First Supplemental Trust Deed, all as contemplated in the Notice of Meeting dated 30 June, will be implemented. The remaining Notes will be redeemed at the Early Redemption Amount of US$1,027.50 per US$1,000, together with Accrued Interest, on 5 August 2016 being the Early Redemption Date.

 

This Notice is given by:

Joint Stock Company Bank of Georgia

29a Gagarini Str., Tbilisi

Georgia, 0160

 

 

Questions and requests for assistance in connection with the Offer may be directed to either Dealer Manager.

 

Merrill Lynch International

J.P. Morgan Securities plc

 

 

Bank of America Merrill Lynch

Financial Centre

2 King Edward Street

London EC1A 1HQ

United Kingdom

25 Bank Street

Canary Wharf
London E14 5JP
United Kingdom

 

 

Attention:

Liability Management

Attention:

Liability Management

 

 

Telephone:
Europe:
+44 2079965420
United States: +1 980 388 3646

Telephone:

Europe: +44 20 7134 2468

 

 

Email:

dg.lm_emea@baml.com

Email:

em_europe_lm@jpmorgan.com

 

 

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information and Tender Agent.

D.F. King Ltd.

Email: bog@dfkingltd.com

Offer Website: https://sites.dfkingltd.com/bog

In London:

In New York:

In Hong Kong:

125 Wood Street
London EC2V 7AN
United Kingdom

 

Telephone:

+44 20 7920 9700

48 Wall Street, 22nd Floor
New York, New York 10005
United States
Attn: Peter Aymar

 

Toll-Free: +1(800) 820 2416

Telephone: +1(212) 269 5550
By Facsimile: + 1(212) 709 3328
Confirmation: +1(212) 232 3235

Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Hong Kong

 

Telephone:

+852 3953 7230

 

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum dated 30 June 2016 (the Tender Offer and Consent Solicitation Memorandum). This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer and Consent Solicitation Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, legal adviser, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Notes for exchange pursuant to the Offer. None of the Dealer Managers, the Information and Tender Agent or the Offeror makes any recommendation as to whether Holders should participate in the Offer.

This information is provided by RNS.

The company news service from the London Stock Exchange.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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