REG - Bank of Georgia Grp - JSC Bank of Georgia priced $300m AT1 capital notes

Bank of GeorgiaAnnouncement

10/04/2024 07:00

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RNS Number : 0030K  Bank of Georgia Group PLC  10 April 2024

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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
(http://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 (mailto:moliver@bgeo.com)  ir@bog.ge

 

 

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should not be construed as an offer to sell or the solicitation of an offer to
buy any securities

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