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

CitigroupAnnouncement

19/01/2026 11:30

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RNS Number : 4376P  Georgia(acting through MoF Georgia)  19 January 2026

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 DOCUMENT

 

19 January 2026

GEORGIA ANNOUNCES AN INVITATION TO PURCHASE FOR CASH

ANY AND ALL OF ITS OUTSTANDING

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

 

Georgia (the "Issuer" or "Georgia") acting through the Ministry of Finance of
Georgia (the "Ministry of Finance") has today 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 below,
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".

 Description of the Notes  Outstanding Principal Amount  ISIN / Common Code / CUSIP                        Purchase                                                Amount subject to the Tender Offer

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  Any and all

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

 Notes due 2026

Tenders of the Notes pursuant to the Tender Offer will be irrevocable except
in the limited circumstances described in the Tender Offer Memorandum.

The Tender Offer is made subject to the terms and conditions set forth in the
Tender Offer Memorandum, including the settlement of a new issue of notes (the
"New Notes") by the Issuer (such settlement, the "Financing Condition"), to be
priced in an amount and on terms and conditions acceptable to the Issuer (the
"New Notes Offering").

 

The Purchase Price

Noteholders that validly tender their Notes at or prior to 5.00 pm (New York
time) on 26 January 2026, unless such time and date is extended by Georgia or
earlier terminated (the "Expiration Deadline") (providing such tender is
received by the Tender Agent at or prior to the Expiration Deadline) and whose
tender of such Notes is accepted by Georgia, will be paid on the Payment Date
(expected to be on or about 28 January 2026), subject to the conditions
described in the Tender Offer Memorandum, U.S.$1,000 per U.S.$1,000 in
principal amount of Notes accepted for purchase (the "Purchase Price").

Accrued Interest Amount

In addition to the Purchase Price, Georgia will pay as part of the
consideration for the Notes accepted for purchase in the Tender Offer an
amount in cash in U.S. dollars equal to accrued and unpaid interest (rounded
to the nearest cent, with U.S.$0.005 to be taken as a full cent), if any, on
such Notes (the "Accrued Interest Amount") from (and including) the
immediately preceding interest payment date for the Notes to (but excluding)
the Payment Date.

Allocation of New Notes

A Noteholder who wishes to subscribe for the New Notes in addition to
tendering its Notes for purchase pursuant to the Tender Offer may be eligible
to receive, at the sole and absolute discretion of the Issuer, priority in the
allocation of the New Notes, subject to the issue of the New Notes and such
Noteholder (i) confirming such Noteholder's holdings to any of the Dealer
Managers, (ii) confirming such Noteholder's tender or intention to tender to
the Dealer Managers and (iii) making a separate application for the purchase
of such New Notes to one of the Dealer Managers in their role as one of the
Joint Bookrunners and Joint Lead Managers of the issue of the New Notes in
accordance with the standard new issue procedures of such Joint Bookrunner and
Joint Lead Manager.

However, the Issuer is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated a firm intention to tender the Notes
pursuant to the Tender Offer and, if New Notes are allocated, the principal
amount thereof may be less or more than the principal amount of Notes tendered
by such Noteholder and accepted by the Issuer pursuant to the Tender Offer,
all as further described in the Tender Offer Memorandum.

The pricing of the New Notes is expected to take place prior to the Expiration
Deadline (as defined below) and, as such, Noteholders are advised to contact a
Dealer Manager as soon as possible in order for this to be considered as part
of the New Notes allocation process.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the offering circular to be dated on or
around 26 January 2026 prepared in connection with the New Notes Offering (the
"Offering Circular"), which will include the terms and conditions of the New
Notes, and no reliance is to be placed on any information other than that
contained in the Offering Circular. The Issuer has also prepared an offering
circular in preliminary form relating to the New Notes (the "Preliminary
Offering Circular"). Subject to compliance with all applicable securities laws
and regulations, the Preliminary Offering Circular is available from the
Dealer Managers (in their capacities as Joint Bookrunners and Joint Lead
Managers of the issue of the New Notes) on request.

Rationale for the Tender Offer

Georgia is carrying out the Tender Offer concurrently with the New Notes
Offering in order to extend the weighted average maturity of its existing
public debt. The Tender Offer is intended to facilitate the ability of
existing investors into the New Notes to extend their exposure to the Issuer.

Conditions to the Tender Offer

The Tender Offer is subject to the satisfaction of certain conditions
including the Financing Condition, and on the Dealer Manager Agreement
relating to the Tender Offer not having been terminated prior to or at the
time of the settlement of the Tender Offer. The satisfaction (or waiver) of
the Financing Condition is expected to be announced by the Issuer on the
Results Announcement Date (as defined below).

As further set out in the Tender Offer Memorandum, Georgia is under no
obligation to accept any tender of Notes for purchase pursuant to the Tender
Offer. Tenders of Notes may be rejected in the sole discretion of Georgia for
any reason, and Georgia is not under any obligation to Noteholders to furnish
any reason or justification for refusing to accept any tender of Notes. Even
if a tender of Notes is accepted, such acceptance or the payment of the
relevant consideration may be delayed.

Notes that are not successfully tendered and accepted for purchase pursuant to
the Tender Offer on the terms and conditions set out in the Tender Offer
Memorandum will remain outstanding.

Expected Timetable of Events

The times and dates below are indicative only, and further information is
available in the Tender Offer Memorandum.

 Date                                                                             Calendar Date and Time

 Commencement Date...............                                                 19 January 2026

 Expected Pricing of the New Notes ............................................   Pricing of the New Notes is expected to take place prior to the Expiration
                                                                                  Deadline.

 Expiration Deadline.................                                             5.00 pm (New York time) on 26 January 2026, unless extended or earlier
                                                                                  terminated by the Issuer.

 Results Announcement Date...                                                     Expected on or about 27 January 2026.
 Settlement of the New Notes                                                      On or before the Payment Date

 Payment Date.............................                                        A date expected to be on or about 28 January 2026.

The above times and dates are subject to the rights of Georgia to extend,
re‑open, amend, withdraw, and/or terminate the Tender Offer (subject to
applicable law and as provided in the Tender Offer Memorandum).

Noteholders are advised to check with any broker, dealer, bank, custodian,
trust company or other nominee or other intermediary through which they hold
Notes to confirm whether such intermediary requires that it receives
instructions for such Noteholder to participate in the Tender Offer before the
deadlines specified above. The deadlines set by each Clearing System (as
defined in the Tender Offer Memorandum) for the submission of Notes subject to
the Tender Offer may be earlier than the relevant deadlines above.

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 and the Tender Offer
Memorandum contain important information, which must be read carefully before
any decision is made with respect to the Tender Offer. If any Noteholder is in
any doubt as to the action it should take, it is recommended to seek its own
legal, tax and financial advice, including as to any tax consequences, from
its stockbroker, bank manager, solicitor, 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
must contact such entity if it wishes to participate in the Tender Offer. None
of Georgia, the Dealer Managers, the Tender Agent, or any person who controls,
or is a director, officer, employee or agent of such persons, or any affiliate
of such persons, makes any recommendation as to whether Noteholders should
participate in the Tender Offer.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Tender Offer have been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services and
Markets Authority (Autorité des services et marchés financiers / Autoriteit
financiële diensten en markten) and, accordingly, the Tender Offer may not be
made in Belgium by way of a public offering, as defined in Article 3 and 6 of
the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian
Takeover Law"), as amended or replaced from time to time. Accordingly, the
Tender Offer may not be advertised and the Tender Offer will not be extended,
and none of this announcement, Tender Offer Memorandum or any other documents
or materials relating to the Tender Offer (including any memorandum,
information circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in
Belgium other than "qualified investors" in the sense of Article 10 of the
Belgian Law of June 16, 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated markets, acting
on their own account. This announcement and the Tender Offer Memorandum have
been issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Tender Offer. Accordingly, the information
contained in this announcement and the Tender Offer Memorandum may not be used
for any other purpose or disclosed to any other person in Belgium.

France

The Tender Offer is not being made, directly or indirectly, to the public in
the Republic of France ("France"). None of this announcement, the Tender Offer
Memorandum or any other document or material relating to the Tender Offer has
been or shall be distributed to the public in France and only qualified
investors (Investisseurs Qualifiés), with the exception of individuals,
within the meaning of Article 2(е) of the Regulation (EU) 2017/1129 (the
"Prospectus Regulation") and in accordance with Articles L.411‑1 and
L.411‑2 of the French Code Monétaire et Financier, each as amended or
replaced from time to time, are eligible to participate in the Tender Offer.

This announcement, the Tender Offer Memorandum has not been and will not be
submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of this announcement, the Tender Offer, the Tender Offer Memorandum or
any other documents or materials relating to the Tender Offer has been or will
be submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Tender Offer is being carried out in the Republic of Italy ("Italy") as an
exempted offer pursuant to article 101‑bis, paragraph 3‑bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial
Services Act") and article 35‑bis, paragraph 4, of CONSOB Regulation
No. 11971 of 14 May 1999, as amended (the "Issuer's Regulation").
Noteholders or beneficial owners of the Notes that are located in Italy may
tender their Notes for purchase in the Tender Offer through authorised persons
(such as investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No.20307 of 15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements imposed
by CONSOB, the Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Tender Offer.

Georgia

The communication of this announcement and any other documents or materials
relating to the Tender Offer have not been approved by the National Bank of
Georgia. No notification has been made to, and no consent has been sought or
obtained from the National Bank of Georgia for public offering of the New
Notes in Georgia.

Nothing in this announcement or any other documents or materials relating to
the Tender Offer constitutes a "public offer" or "advertisement" of the New
Notes in Georgia and neither such materials nor the Tender Offer shall be
construed as an offer, or an invitation to make offers, to purchase, sell,
exchange or transfer the New Notes in a public offer in Georgia. This
announcement or any other documents or materials relating to the Tender Offer
must not be made publicly available in Georgia. The New Notes referred to
herein are not intended for "placement", "public circulation", "offering" or
"advertising" (each as defined under Georgian law) in Georgia except as
permitted by Georgian law.

United Kingdom

Neither the communication of this announcement, the Tender Offer Memorandum
nor any other documents or materials relating to the Tender Offer has been
approved, by an authorised person for the purposes of section 21 of the FSMA.
Accordingly, such documents and/or materials are only being distributed to and
are only directed at: (a) persons outside the United Kingdom; or (b) persons
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 (the "Order"); (c) creditors of the Issuer
or other persons falling within Article 43 of the Order; or (d) persons
falling within Article 49(2)(a) to (e) (high net worth companies,
unincorporated associations etc.) of the Order; or (e) persons to whom an
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as "relevant
persons"). Any investment or investment activity to which such documents
and/or materials relate 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 such documents or materials or any of their
contents.

 General

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. If a jurisdiction requires the Tender Offer to be made by a licensed
broker or dealer, and any of the Dealer Managers or any of their respective
affiliates is such a licensed broker or dealer in such jurisdiction, the
Tender Offer shall be deemed to be made by such Dealer Manager or such
affiliate (as the case may be) on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to above in respect of Belgium,
France, Italy, Georgia and the United Kingdom, each Noteholder participating
in the Tender Offer will also be deemed to give certain representations in
respect of the jurisdictions referred to above and generally as set out in the
Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the
Tender Offer from a Noteholder that is unable to make these representations
will not be accepted. Each of the Issuer and the Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to any tender
of Notes for purchase pursuant to the Tender Offer, whether any such
representation given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Issuer determines (for any reason) that such
representation is not correct, such tender of Notes shall not be accepted.

Notice to U.S. Noteholders

The Tender Offer will be made in the United States pursuant to exemptions from
the U.S. tender offer rules provided for in Rule 3a12-3 under the
U.S. Securities Exchange Act of 1934, as amended, and otherwise in accordance
with the requirements of applicable laws of Georgia and English law.
Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements, including with respect to offer timetable, settlement
procedures and timing of payments that are different from those applicable
under U.S. domestic tender offer procedures and law.

The receipt of cash pursuant to the Tender Offer by a U.S. Noteholder will be
a taxable transaction for U.S. federal income tax purposes and may be taxable
under applicable state and local, as well as foreign and other tax laws. Each
Noteholder is urged to consult his independent professional advisor
immediately regarding the tax consequences of acceptance of the Tender Offer.
For a summary of certain Georgian and U.S. federal income tax consequences of
the Tender Offer, see "Tax Consequences" in the Tender Offer Memorandum.

It may be difficult for U.S. Noteholders to enforce their rights and claims
arising out of the U.S. federal securities laws, since the Issuer is a
sovereign state. For further information, see "Service of Process and
Enforcement of Civil Liabilities" in the Tender Offer Memorandum.

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