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RNS Number : 1920X Georgia Capital PLC 31 December 2021
London, 31 December 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
FOR IMMEDIATE RELEASE
GEORGIA CAPITAL PLC
PROPOSED DISPOSAL OF WATER UTILITY BUSINESS
Georgia Capital PLC ("GCAP") today announces that its wholly-owned subsidiary JSC Georgia Capital ("JSC GCAP"), which is the owner of Georgia Global Utilities JSC ("GGU"), a holding company for the GCAP group's ("Group") water utility business and the operational assets of its renewable energy business, has agreed to sell an initial 80% of its equity interest in the water utility business to FCC Aqualia ("Aqualia"), by way of a two-stage transaction. In addition, Aqualia has granted JSC GCAP a put option, exercisable in 2025 or 2026, and JSC GCAP has granted Aqualia a call option, exercisable on the date of expiry of the put option in 2026 and expiring six months thereafter, over JSC GCAP's remaining 20% interest in the water utility business.
Aqualia is a leading water company, with a global presence extending across Europe, America and the MENA region. The disposal is consistent with GCAP's key stated strategic objective of realising the value of one of its large portfolio companies through a trade sale, in order to demonstrate the value and attractiveness of the Group's investment portfolio.
The disposal will be implemented via a two-staged process that, after
completion, will lead to Aqualia, through its acquisition vehicle Aqualia SPV,
acquiring an 80% equity interest in the water utility business (through the
initial purchase of a 65% equity interest in GGU), for a cash consideration of
USD 180 million. This values the entire water utility business at USD 225
million, a substantial premium to its latest independent investment value, at
30 June 2021.
For GCAP, the disposal represents a key strategic milestone. We have, for the
first time, completed the full investment cycle for one of our main assets: to
invest, to grow, and finally to monetise out investment via a cash exit. In
addition. The disposal will:
§ realise material cash proceeds over and above the needs for re-financing
the renewable energy business, which are intended to be deployed in a
combination of share buybacks, deleveraging, lending to portfolio companies,
and potential further investments;
§ create significant value for GCAP shareholders, translating into a
substantial premium to the latest independent investment value and a 2.2%
uplift to GCAP's net asset value as at 30 September 2021;
§ have a positive impact on the Group's leverage profile, reducing the market
value leverage from 25.4% as at 30 September 2021 to approximately 19.6%,
assuming cash settlement as at 30 September 2021, and a USD 95.4 million
shareholder loan to GGU for the Renewable Energy Bond Redemption Financing;
§ bring an important international investment and significant industry
expertise into Georgia, that will strengthen the water utility business to the
benefit of its customers, employees and other stakeholders; and
§ form a strategic partnership between JSC GCAP and Aqualia that will support
the business at least until such time as either the put option or call option
is exercised.
The proposed disposal is a Class 1 transaction and, in accordance with the UK
Listing Rules, is conditional upon the approval of GCAP's shareholders, with a
shareholder circular to be posted in due course, including a timetable for a
General Meeting, expected to be held in late January 2022. The circular will
also seek shareholder approval for a break fee, that will be payable to
Aqualia to the extent that JSC GCAP fails to transfer the GGU shares to
Aqualia at completion of the first stage of the disposal, which is planned to
occur promptly after the General Meeting.
The second stage of the transaction will follow the planned redemption in July
2022 of an existing bond issued by GGU that will be financed pro-rata to their
interests in GGU by Aqualia and GCAP. Following the bond redemption, GCAP
will recover full ownership of GGU's renewable energy assets, and Aqualia's
ownership in the water utility business will increase to 80%.
Irakli Gilauri, Chairman and CEO of GCAP commented: "I am delighted to report
to our shareholders that we have delivered on our key strategic priority,
announced a year ago, to dispose of one of our large portfolio companies.
This is an important milestone for Georgia Capital that marks the achievement
of a key strategic priority with the successful completion of the full
investment cycle of our strategy: to invest, grow and monetise via a cash
exit.
Our Board believes that the price for the disposal represents a strong
valuation for the Water Utility Business, and by monetising this asset at a
value in excess of its investment value within GCAP's latest net asset value
statement, we hope to set a further marker for the value of our entire
investment portfolio.
I am also delighted to have agreed the sale of the water utility business to
such a high quality strategic purchaser, Aqualia. The strong Aqualia
management team can add substantial value to the water utility business in its
new period of ownership, and can count fully on our support as a minority
shareholder.
We have been working on this transaction with Aqualia's management team for
some time, and we have managed to get to know them well. I have been
extremely impressed with their depth of knowledge of the industry and their
professionalism, and we are delighted to form a partnership with such strong
strategic investors. Going forward, we believe this partnership will further
enhance the value of the water business. In addition, I believe it will be
highly beneficial for Georgia, and for the local population in the capital
city Tbilisi, to have such a knowledgeable strategic investor. When exiting
businesses, finding such a strong future owner for our businesses is a key
priority for GCAP, and I am pleased to report that, in Aqualia, we have found
one.
We intend to deploy the net cash proceeds via a combination of: share
buybacks, investments in marketable securities, increased cash balance,
consideration for further potential business investments, and lending to our
portfolio companies, including USD 95.4 million towards the refinancing of the
outstanding GGU green bond, payable in respect of the renewable energy
business. Immediately after completion of the sale, surplus proceeds will be
held in cash and cash equivalents, and yield-bearing marketable securities,
pending a review by our Board to determine the appropriate investment,
deleveraging and capital return policies in the light of the prevailing
economic outlook, the share price and discount to net asset value, and
investment opportunities available at the time. This Board review is expected
to take place in the first quarter of 2022, when a further announcement with
regard to our updated strategic priorities."
Félix Parra, CEO of FCC Aqualia said: "Georgia is a country that has clearly
bet on transparency in governance and ease of foreign investment by offering
clear and stable regulatory frameworks in different areas and especially in
that of water and energy utilities, as evidenced by the assessment made by
independent international organizations and observers.
Aqualia's interest in Georgia and in the Tbilisi water system comes from afar,
since it participated in the first privatization process of the water supply
and sanitation system of Tbilisi in 2008, and has been following closely and
with interest its evolution to date.
The Aqualia and GCAP teams have been working for months on an agreement that
creates value for both parties. In the case of Aqualia, this deal represents
another milestone on its outstanding growth in management of the integral
water cycle in recent years, either by the acquisition of regulated assets,
owned, as is the case of GGU, or by the award of long-term concessions.
The agreement reached involves the acquisition of 80% of the water activity
and associated hydro power generation assets of GGU, maintaining GCAP a 20%
stake in GGU in the coming years. In this way, the combination of its deep
knowledge of the country's regulatory framework and the professionalism of its
team, together with Aqualia's technology and expertise in the water sector,
guarantees continuity in the company's successes, high standards of
performance and quality of services.
IMPORTANT NOTICE
This Announcement is released by Georgia Capital PLC and contains inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 (MAR) (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018), and is disclosed in accordance with the GCAP's
obligations under Article 17 of MAR.
This announcement has been issued by, and is the sole responsibility of,
Georgia Capital PLC.
Name of authorised official of issuer responsible for making
notification: Giorgi Alpaidze, Chief Financial Officer
Enquiries
Georgia Capital
PLC
ir@gcap.ge
Irakli Gilauri, Chairman & CEO
Giorgi Alpaidze, CFO
Michael Oliver, Adviser to the Chairman & CEO
UBS Investment
Bank
+44 (0) 20 7567 8000
Charles-Henry Colom-Sampol, Managing Director
Sarantis Douropoulos, Executive Director
Numis Securities Limited (Financial Advisor to
GCAP)
0207 260 1000
Hugh Jonathan
Nathan Brown
Vicki Paine
Background and reasons for the Disposal
Under the sale agreement two stages of the transaction are provided for; being
"First Completion" (expected to occur by the end of January 2022) and "Second
Completion" (expected to occur in the third quarter of 2022).
First Completion will represent the initial disposal of a 65% equity interest
in GGU to Aqualia SPV, representing an 80% economic interest in the water
utility business, following which JSC GCAP will hold a 35% equity interest in
GGU representing a 20% economic interest in the water utility business and a
100% economic interest in the renewable energy business.
Following Second Completion, which is conditional on receiving antitrust
clearance and the redemption of GGU's existing Eurobond ("GGU Bond"), Aqualia
SPV will own an 80% equity interest and JSC GCAP will own a 20% equity
interest in GGU.
The transaction has been structured in a two-staged process due to the
restrictions under the terms and conditions of the existing GGU Bond, which
matures in 2025. Aqualia is seeking to acquire a majority interest in the
water utility business but not the renewable energy business, both of which
are owned and controlled by GGU. The GGU Bond restricts GGU, as issuer, from
making material changes to the nature of GGU's business for the lifetime of
the GGU Bond, and from making disposals, such as the spin-off of the renewable
energy business from GGU. The parties have decided to redeem the GGU Bond in
full prior to Second Completion so that these restrictions no longer apply and
the independent renewable energy business can be transferred back to GCAP. The
parties have determined that the most cost-effective way to redeem the GGU
Bond would be to provide GGU with the necessary funds to exercise its right to
redeem on or as soon as reasonably practicable after the expiry of the
non-call period under the terms of that instrument, being 30 July 2022.
At the same time, the parties do not wish to delay First Completion.
Accordingly, on First Completion, Aqualia will acquire a controlling equity
stake in GGU amounting to 65% of the issued share capital, which the parties
have agreed represents an economic interest in 80% of the water utility
business and will enter into a shareholders' agreement to regulate their
respective rights and obligations as joint owners of GGU and to ensure GGU can
continue to operate as usual. At this stage, no assets will be transferred.
Upon the completion of the GGU Bond redemption and the receipt of the relevant
antitrust clearance, the parties will then proceed to Second Completion and
the renewable energy business will be spun off and transferred back to GCAP,
leaving Aqualia SPV as the majority shareholder of GGU, which will then be a
holding company solely for the water utility business. It is Aqualia's current
intention that, once GGU has proceeded with the spin-off of the renewable
energy assets and the shareholdings have been adjusted to the aforementioned
percentages, the company will again turn to the capital markets to refinance
the company and its future investment commitments with new corporate debt
issuance.
Put and call options
Aqualia and JSC GCAP have granted each other a put option and call option,
respectively, over JSC GCAP's remaining 20% equity interest in the water
utility business. Full details will be provided in the forthcoming shareholder
circular.
The put option granted to JSC GCAP can be exercised in each of the two
six-month periods immediately following the approval of the audited
consolidated accounts of JSC GCAP by shareholders for each of the financial
years ended 31 December in 2024 and 2025. The put option price has been agreed
as 8.25x EV/EBITDA multiple of an adjusted, normalised EBITDA, less net debt.
The call option granted to Aqualia can be exercised in the period commencing
on the date of expiry of the put option and expiring six months thereafter.
The call option price has been agreed as 8.9x EV/EBITDA multiple of an
adjusted, normalised EBITDA, less net debt.
Break Fee Arrangements
The parties have agreed the following potential break fee arrangements, which
will apply during the period prior to First Completion:
(a) a USD 3.75 million break fee, being less than one per cent of the market capitalisation of GCAP on the business day immediately prior to the announcement of the transaction, payable by GCAP, if the GCAP Board withdraws its recommendation that GCAP shareholders vote in favour of the Resolutions at the General Meeting;
(b) a USD 20 million break fee payable by Aqualia SPV in the event Aqualia SPV fails to pay the consideration for the initial disposal when required; and
(c) subject to shareholder approval, a reciprocal USD 20 million break fee payable by JSC GCAP, if JSC GCAP fails to transfer the shares to Aqualia SPV when required to do so to give effect to the initial disposal.
Information on Georgia Capital
Georgia Capital is a platform for buying, building and developing businesses
in Georgia. The Group's primary business is to develop or buy businesses,
help them institutionalise their management and grow them into mature
businesses that can further develop largely on their own, either with
continued oversight or independently. The Group's focus is typically on
larger-scale investment opportunities in Georgia, which have the potential
to reach at least GEL 0.5 billion equity value over three to five years from
the initial investment and to monetise them through exits,
as they mature. The Group manages its portfolio companies individually
and does not focus on achieving intra-group synergies. The Group does not
have capital commitments or a primary mandate to deploy funds or divest
assets within a specific time frame. As such, it focuses on shareholder
returns and on opportunities which meet its investment return and growth
criteria.
The Group currently categorises its portfolio companies as follows (with the
percentages of the total portfolio value being as reflected in the financial
statements as equity investments at fair value as at 30 September 2021):
· Listed businesses (18.5% of total portfolio
value): The Group holds a 19.9% equity stake in Bank of Georgia Group plc,
a holding company of a leading universal bank in Georgia, listed on the
premium segment of the London Stock Exchange;
· Private portfolio businesses (81.5% of total
portfolio value): The Group's private portfolio businesses comprise large
portfolio companies, investment stage portfolio companies and other portfolio
companies:
o Large portfolio companies (64.7% of total portfolio value):
§ Healthcare services (20.9% of total portfolio value): The
healthcare services business, owned through Georgia Healthcare Group
("GHG"), comprises three segments: hospitals, clinics and diagnostics;
§ Retail pharmacy (17.8% of total portfolio value): The retail pharmacy
business, owned through GHG, consists of a retail pharmacy chain and a
wholesale business, selling pharmaceuticals and medical supplies, where the
Group holds 67% equity interests;
§ Water utility (17.9% of total portfolio value):
The Water Utility Business (to be sold pursuant to the transaction) is
owned through GGU and supplies potable water and provides wastewater
collection and processing services to almost 1.4 million people in Georgia;
and
§ Insurance (Property & Casualty and Medical) (8.2% of total
portfolio value): The insurance business combines: a property and casualty
insurance business, owned through Aldagi and a medical insurance
business, owned through GHG;
o Investment stage portfolio companies (9.7% of total portfolio
value):
§ Combined Renewable energy (6.0% of total portfolio value):
The combined renewable energy business consists of both the operational
assets, namely the Mestiachala Hydro Power Plants, Hydrolea Hydro Power
Plants and the Qartli Wind Farm, which are owned through GGU and are
referred to as Renewable Energy Business throughout this document, as well as
an additional pipeline of up to 172 MW of renewable energy projects in the
advanced stage of development currently held under the umbrella of the wider
Group and outside of GGU; and
§ Education (3.7% of total portfolio value): The education
business combines three high quality school partnerships
across the premium, mid-level and affordable education segments; and
o Other portfolio companies (7.1% of total portfolio value): Other
portfolio companies include five businesses: housing development; hospitality
and commercial real estate;
beverages; auto services; and digital services.
Summary of the Water Utility Business
The water utility business is a regulated natural monopoly in Tbilisi and
the surrounding area, providing water and wastewater supply services to
approximately 1.4 million residents and approximately 37,000 legal
entities. The water utility business also operates hydro power plants with
total installed capacity of 149MW. The water utility business uses a portion
of the power generated by the Hydro Power Plants associated to the water
infrastructure for internal consumption at regulated electricity tariffs to
power its water distribution network, while the remaining electricity is sold
on the market. Revenues come from two main streams (water and electricity
sales), where the business benefits from both earning fair regulatory returns
on invested capital made in upgrading the water utility network and average
electricity sales price growth due to electricity market deregulation in
2019.
The profits attributable to the water utility business in the first nine
months of 2021 totaled GEL 63.0 million. The value of the gross assets of the
water utility business, subject of the transaction, was GEL 700.4 million as
at 30 September 2021. The detailed financial and valuation highlights of the
business will be included in the forthcoming shareholder circular.
Information on Aqualia
Aqualia is the Spanish leader in water management, being the fourth European
water operator and the 9th in the world, based on the population served
according to Global Water intelligence (March 2021).
Its main activity is the management of water utility services (collection,
purification, sewerage, waste water treatment and reuse), providing these
services in more than 1,100 municipalities in Spain, France, Portugal, Italy,
the Czech Republic, Colombia, México and Saudi Arabia among others.
Additionally, it is a world leader in the design, construction and operation
of water infrastructures and currently having important projects underway such
as the Wastewater Treatment Plants of Salitre (Bogotá), Glina (Bucharest),
Abu Rawash (Cairo) as well as the desalination plants of El Alamein (Egypt) or
Guaymas (Mexico), Mar de Alboran (Spain), among others.
Its presence reaches 17countries in Europe, America, the Middle East and North
Africa.
Aqualia belongs to the FCC, Services and Construction Group, with more than
120 years of history in providing urban services, and is 49% also owned by the
IFM infrastructure ethical fund.
This acquisition is fully integrated into the strategy of growing by long term
concessions or by the acquisition of water assets owned in regulated markets
and represents an important milestone in the development plan approved by its
Governing Bodies.
IMPORTANT NOTICES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Disposal, and other
information published by GCAP contain statements which are, or may be deemed
to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of GCAP about future events and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements contained in these
documents include statements relating to the expected effects of the Disposal
on GCAP, the expected timing and scope of the Disposal and other statements
other than historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although GCAP
believes that the expectations reflected in such forward-looking statements
are reasonable, GCAP can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction of certain conditions, as well as additional factors, such as
fluctuations in the capital markets; fluctuations in interest and exchange
rates; increased regulation or regulatory scrutiny; the occurrence of
unforeseen disasters or catastrophes; political or economic instability in
principal markets; adverse outcomes in litigation; and general, local and
global economic, political, business and market conditions. Other unknown or
unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither GCAP nor
any of its respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements.
Other than in accordance with their legal or regulatory obligations (including
under the UK Listing Rules and the Disclosure Guidance and Transparency Rules
of the FCA, the Prospectus Regulation Rules, the Market Abuse Regulation (EU
No. 596/2014) and the Market Abuse Regulation (EU No. 596/2014) as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018),
GCAP is not under any obligation, and GCAP and its advisors (acting in their
capacity as such) expressly disclaim any intention or obligation or
undertaking, to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
All forward looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section.
No profit forecasts or quantified benefits statement
No statement in this announcement is intended as a profit forecast, profit
estimate or qualified benefits statement and no statement in this announcement
should be interpreted to mean that earnings per GCAP share for the current or
future financial years would necessarily match or exceed the respective
historical published earning per GCAP share or to mean that the continuing
group's earnings in the first 12 months following the Disposal, or in any
subsequent period, would necessarily match or be greater than those of GCAP
for the relevant preceding financial period or any other period.
Cautionary statement
This announcement is not intended to, and does not constitute or form part of,
any offer or invitation to purchase, acquire, subscribe for, sell, dispose of
or issue, or any solicitation of any offer to sell, dispose of, purchase,
acquire or subscribe for, any security or a solicitation of any vote or
approval, in any jurisdiction. GCAP's shareholders are advised to read
carefully the formal documentation in relation to the Disposal once it has
been despatched. Any response to the Disposal should be made only on the basis
of the information in the formal documentation to follow. The release,
publication or distribution of this announcement in jurisdictions other than
the United Kingdom may be restricted by law and, therefore, any persons who
are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. Any
failure to comply with these requirements or restrictions may constitute a
violation of the securities laws or regulations of any such jurisdiction. This
announcement has been prepared for the purposes of complying with English law
and the UK Listing Rules and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of
England.
Rounding
Certain figures included in this announcement have been rounded. Accordingly,
figures shown for the same category may vary slightly and figures shown as
totals may not be an arithmetic aggregation of the figures that precede them.
Important notice related to financial advisers
Numis Securities Limited (Numis), which is authorised and regulated in the
United Kingdom by the FCA, is acting as Sponsor and Financial Adviser
exclusively for GCAP and no one else in connection with the matters set out in
this announcement and neither Numis nor any of its affiliates will regard any
other person as its client in relation to the matters in this announcement and
neither Numis nor any of its affiliates will be responsible to anyone other
than GCAP for providing the protections afforded to clients of Numis, nor for
providing advice in relation to any matter referred to herein.
Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to certain
restrictions relating to overseas shareholders in the US or any other
restricted jurisdictions, for inspection on GCAP's website at
www.georgiacapital.ge (http://www.georgiacapital.ge/) and GGU's website at
www.ggu.ge. For the avoidance of doubt, the contents of this website are not
incorporated into and do not form part of this announcement.
Subject to certain restrictions relating to persons in the US and other
restricted jurisdictions, you may request a hard copy of this announcement by
contacting Computershare during business hours in the manner set out in the
documents to which this offer relates. If you have received this announcement
in electronic form, copies of this announcement and any document or
information incorporated by reference into this announcement will not be
provided unless such a request is made.
If you are in any doubt about the contents of this announcement or the action
you should take you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Baker & McKenzie LLP is acting as legal adviser to GCAP in connection with
the Disposal.
LEI Number: 213800Q65T5GNBOW7H65
About Georgia Capital PLC
Georgia Capital is a platform for buying, building and developing businesses
in Georgia with holdings in sectors that are expected to benefit from the
continued growth and further diversification of the Georgian economy. The
Group's focus is typically on larger-scale investment opportunities in
Georgia, which have the potential to reach at least GEL 0.5 billion equity
value over 3-5 years from the initial investment and to monetise them through
exits, as investments mature. Georgia Capital currently has the following
portfolio businesses: (i) a healthcare services business; (ii) a water utility
business; (iii) a retail (pharmacy) business, (iv) an insurance business
(P&C and medical insurance); (v) a renewable energy business (hydro and
wind assets) and (vi) an education business; Georgia Capital also holds other
small private businesses across different industries in Georgia and a 19.9%
equity stake in LSE premium-listed Bank of Georgia Group PLC ("BoG"), a
leading universal bank in Georgia.
JSC Georgia Capital has, as of the date hereof, the following credit ratings:
S&P Global 'B'/FC & 'B'/LC
Moody's B2/CFR & B2/PDR
For further information, please visit www.georgiacapital.ge
(http://www.georgiacapital.ge) or contact:
Irakli Gilauri Giorgi Alpaidze Michael Oliver Shalva Bukia
Chairman and Chief Executive Chief Financial Officer Adviser to the Chairman & CEO Head of Investor Relations
ir@gcap.ge (mailto:ir@gcap.ge) +995 322 005 000 +44 203 178 4034 + 995 322 005 045
ir@gcap.ge (mailto:ir@gcap.ge) ir@gcap.ge (mailto:ir@gcap.ge) ir@gcap.ge (mailto:ir@gcap.ge)
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should not be construed as an offer to sell or the solicitation of an offer to
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