REG - Georgia Georgia (MoF)-66LY - Result of Tender Offer

CitigroupAnnouncement

27/01/2026 11:00

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RNS Number : 5424Q  Georgia(acting through MoF Georgia)  27 January 2026

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27 January 2026

GEORGIA ANNOUNCES FINAL RESULTS OF
TENDER OFFER TO PURCHASE FOR CASH

ANY AND ALL OF ITS OUTSTANDING

U.S.$500,000,000 2.750 PER CENT. NOTES DUE 2026

 

On 19 January 2026, Georgia (the "Issuer" or "Georgia") acting through the
Ministry of Finance of Georgia (the "Ministry of Finance") launched an
invitation to holders (the "Noteholders") of the U.S.$500,000,000 2.750 per
cent. Notes due 2026 (Reg S ISIN: XS2334109423 / Reg S Common Code: 233410942
/ 144A ISIN: US37311PAB67 / 144A Common Code: 233456969 / CUSIP: 37311PAB6) of
which U.S.$500,000,000 in principal amount is currently outstanding (the
"Notes") issued by Georgia, subject to the offer and distribution restrictions
and upon the terms and subject to the conditions set forth in a tender offer
memorandum dated 19 January 2026 (as it may be amended or supplemented from
time to time, the "Tender Offer Memorandum"), to tender for purchase for cash
any and all of the outstanding Notes, in accordance with the procedures
described therein. The invitation to tender the Notes for purchase is referred
to herein as the "Tender Offer".

Capitalised terms used and not otherwise defined in this announcement have the
meanings given in the Tender Offer Memorandum.

The Tender Offer has been made subject to the terms and conditions set forth
in the Tender Offer Memorandum, including the settlement of the issuance of
U.S.$500,000,000 5.125 per cent. Notes due 2031 by the Issuer (Reg S ISIN:
XS3262542155 / Reg S Common Code: 326254215 / 144A ISIN: US373357AA08 / 144A
Common Code: 328352265 / CUSIP: 373357 AA0) (such settlement, the "Financing
Condition").

Further to the announcement of the Tender Offer on 19 January 2026, Georgia
hereby informs Noteholders that (i) it currently expects the Financing
Condition to be satisfied by the Payment Date (as defined below); and (ii) it
has accepted for purchase the validly tendered Notes at the Purchase Price as
set forth in the table below.

 Description of the Notes  Outstanding Principal Amount  ISIN / Common Code / CUSIP                        Purchase                                                Total Aggregate Principal Amount of Notes Accepted for Purchase

Price
 U.S.$500,000,000          U.S.$500,000,000              144A Notes: US37311PAB67 / 233456969 / 37311PAB6  U.S.$1,000 per U.S.$1,000 in principal amount of Notes  U.S.$393,481,000

 2.750 per cent.                                         Reg S Notes: XS2334109423 / 233410942 / N/A

 Notes due 2026

On or about 28 January 2026 (the "Payment Date"), subject to the conditions
described in the Tender Offer Memorandum, Noteholders of such Notes will be
paid: (i) the Purchase Price for the validly tendered and accepted Notes, and
(ii) the Accrued Interest Amount from (and including) the immediately
preceding interest payment date up to but not including the Payment Date.

The Notes acquired in the Tender Offer will be cancelled.

The Tender Offer has now expired and no further Notes can be tendered for
purchase.

Following settlement of the Tender Offer on the Payment Date, U.S.$106,519,000
in principal amount of Notes will remain outstanding.

For Further Information

A complete description of the terms and conditions of the Tender Offer is set
out in the Tender Offer Memorandum. Further details about the Tender Offer can
be obtained from:

The Dealer Managers

Requests for information in relation to the Tender Offer should be directed
to:

 Citigroup Global Markets Limited                      J.P. Morgan Securities plc

Citigroup Centre
25 Bank Street

Canada Square
Canary Wharf

Canary Wharf
London E14 5JP

London E14 5LB
United Kingdom

United Kingdom

For information by telephone:
 For information by telephone:
+44 20 7134 2468

+44 20 7986 8969
E-mail: em_europe_lm@jpmorgan.com (mailto:em_europe_lm@jpmorgan.com)

E‑mail:
Attention: Liability Management

liabilitymanagement.europe@citi.com
 (mailto:liabilitymanagement.europe@citi.com)

Attention: Liability Management Group
 ICBC Standard Bank Plc                                Société Générale

20 Gresham Street                                    Immeuble Basalte

London EC2V 7JE
17 Cours Valmy

United Kingdom
CA 50318

For information by telephone: +44 (0)203 145 5000
92972 Paris La Défense Cedex

E-mail:
France
 DCM@icbcstandard.com (mailto:DCM@icbcstandard.com)
For information by telephone: +33 1 42 13 32 40

Attention: Debt Capital Markets Team
E‑mail: liability.management@sgcib.com
                                                       (mailto:liability.management@sgcib.com)

Attention: Liability Management

The Tender Agent
Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction should be directed to the Tender Agent:
Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Telephone: +44 20 7508 3867

Tender Offer Website: https://debtxportal.issuerservices.citigroup.com

A copy of the Tender Offer Memorandum is available to eligible persons upon
request from the Tender Agent.

DISCLAIMER

This announcement is not an offer of securities for sale in the United States.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. No public offering of
securities is being made in the United States.

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or exchange any notes is being
made pursuant to this announcement.

This announcement, the Tender Offer Memorandum and any related documents do
not constitute an offer to buy or the solicitation of an offer to sell Notes
in any jurisdiction or circumstances in which such offer or solicitation is
unlawful.

 

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