JSC Bank of Georgia priced $300m AT1 capital notes

Bank of Georgia Group PLC

10 April 2024

 

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. 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 or contact:

Michael Oliver	Nini Arshakuni
Adviser to the CEO	Head of Investor Relations
[phone]	[phone] (7515)
[e-mail]	[e-mail]

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This news report is presented for general informational purposes only and should not be construed as an offer to sell or the solicitation of an offer to buy any securities

 

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