Tender Offer and Consent Solicitation

RNS Number : 8078C

Bgeo Group PLC

30 June 2016

 

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 OR THE TENDER OFFER AND CONSENT SOLICITATION MEMORANDUM. 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).

30 June 2016

JOINT STOCK COMPANY BANK OF GEORGIA ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR ITS US$400,000,000 7.75% NOTES DUE 2017

JOINT STOCK COMPANY BANK OF GEORGIA (the "Offeror") today announces its invitation to each holder (the "Holders") (subject to certain offer and distribution restrictions referred to below) of its outstanding US$400,000,000 7.75% Notes Due 2015 (the "Notes") to tender any or all of such Notes held by the Holder for purchase by the Offeror for cash (the "Tender Offer") and concurrently to consent to amend by extraordinary resolution of the Holders (the "Extraordinary Resolution") (i) the terms and conditions of the Notes (the "Terms of the Notes") to provide for mandatory early redemption of the Notes by the Offeror and that all disputes arising out of the Notes are settled through arbitration only and (ii) the Trust Deed (and, for the avoidance of doubt, the First Supplemental Trust Deed, each as defined in the Tender Offer and Consent Solicitation Memorandum (as defined below)) to provide that all disputes arising out of the Trust Deed are settled through arbitration only (the "Proposal", and together with the Tender Offer, the "Offer"). The Offer is made on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum dated 30 June 2016 (the "Tender Offer and Consent Solicitation Memorandum"). The tender of any Notes in the Tender Offer, in order to be valid, is conditional upon the relevant Holder concurrently submitting a vote to approve the Extraordinary Resolution consenting to the Proposal. The Offer begins on 30 June 2016 and will expire at 5:00 p.m. (New York City time) on 28 July 2016, unless the Offer is extended or earlier terminated, as described in the Tender Offer and Consent Solicitation Memorandum (the "Expiration Deadline").

Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Information and Tender Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

The following table sets forth details of the Offer:

Description of the Notes	ISIN/ CUSIP / Common Code	Outstanding Principal Amount	Tender Offer Consideration per US$1,000 principal amount of Notes	Early Tender Premium per US$1,000 principal amount of Notes	Total Consideration per US$1,000 principal amount of Notes early tendered	Minimum denominations accepted for tendered Notes	Priority Allocation Right
US$400,000,000 7.75% Notes due 2017	Unrestricted Global Note ISIN: XS0783935561 Common Code: 078393556 Restricted Global Note ISIN: US373122AA85 Common Code: 061917233 CUSIP: 373122AA8	US$400,000,0001	US$1,027.50	US$30.00	US$1,057.50	US$200,000 and integral multiples of US$1,000 in excess thereof	Holders that wish to subscribe for New Notes, in addition to participating in the Offer, may request a priority allocation of New Notes. 2

____________

Notes:

¹        The Offeror holds US$37,506,000 in aggregate principal amount of Notes. Although no final decision has been made as of the date of the Tender Offer and Consent Solicitation Memorandum, the Offeror may tender all or some of the Notes it currently holds in the Tender Offer. In accordance with the Trust Deed, the Offeror is not entitled to (and shall not) exercise any voting rights in respect of Notes beneficially held by it or on its behalf or by or on behalf of any of its Subsidiaries (as such term is defined in the Terms of the Notes), and such Notes shall not be counted in the required quorum for any meeting of holders of Notes. Accordingly, the Offeror may not give, and will not under any circumstances be deemed to have given, its consent to the Proposal. In addition, although no final decision has been made as of the date of the Tender Offer and Consent Solicitation Memorandum, the Offeror or its Subsidiaries may from time to time purchase and hold New Notes, either as part of the initial issuance or in subsequent trades, although the Offeror does not expect to request Priority Allocation Rights even if it participates in the Tender Offer.

²        The Priority Allocation Right is subject to, among other things, the issue of the New Notes.

Overview

The Offeror is inviting Holders (subject to certain offer and distribution restrictions referred to below) to tender any or all of such Notes for cash and concurrently to consent to amend by Extraordinary Resolution (i) the Terms of the Notes to provide for mandatory early redemption of the Notes by the Offeror and that all disputes arising out of the Notes are settled through arbitration only and (ii) the Trust Deed to provide that all disputes arising out of the Trust Deed are settled through arbitration only, in each case on the terms and subject to the conditions set forth in the Tender Offer and Consent Solicitation Memorandum.

The Offeror

The Offeror is the leading bank in Georgia based on total assets, total gross loans, and total customer deposits. The core of the Offeror's banking business comprises retail banking and corporate investment banking, with ancillary business lines including property and casualty insurance, leasing and payment services, and banking operations in Belarus. The Offeror is registered as a joint stock company under the Law on Entrepreneurs of Georgia. The Offeror's registered office is 29a Gagarini Street, Tbilisi, 0160, Georgia.

Rationale for the Offer

The rationale for the Offer and the issue of the New Notes is to permit the Group to proactively manage the Group's upcoming debt redemptions and to extend the average debt maturity profile of the BGEO Group. The Offeror intends to cancel all Notes purchased by it pursuant to the Offer.

The Offer

Holders of Notes that validly tender their Notes and that concurrently consent to the Proposal at or prior to the Early Participation Deadline will, to the extent their Notes are accepted for purchase, receive the Total Consideration for such Notes, which is comprised of the Tender Offer Consideration and the Early Tender Premium. Holders of Notes that validly tender their Notes and that concurrently consent to the Proposal after the Early Participation Deadline but at or prior to the Expiration Deadline will, to the extent their Notes are accepted for purchase, receive only the Tender Offer Consideration, which does not include the Early Tender Premium. In any case, holders of Notes that validly tender their Notes and that concurrently consent to the Proposal will, to the extent the Notes are accepted for purchase, also receive Accrued Interest on such Notes as described further in the Tender Offer and Consent Solicitation Memorandum. In order to be valid, the tender of any Notes in the Tender Offer is conditional upon the relevant Holder concurrently submitting a vote to approve the Extraordinary Resolution consenting to the Proposal. In the case of Notes held through Euroclear or Clearstream, Luxembourg, the tender of any Notes in the Tender Offer will automatically result in such Notes being voted to approve the Extraordinary Resolution consenting to the Proposal. In the case of Notes held through DTC, the tender of any Notes in the Tender Offer is conditional upon the relevant Holder concurrently submitting a Form of Sub-Proxy to the Information and Tender Agent to approve the Extraordinary Resolution consenting to the Proposal. Holders may consent to, vote against or abstain from the Proposal without tendering Notes.

New Financing Condition

On or around the date of the Tender Offer and Consent Solicitation Memorandum, BGEO Group, the Offeror's parent company, expects to announce its intention to issue New Notes. The Offeror will decide, in its sole discretion, whether to accept for purchase Notes validly tendered in the Tender Offer subject to the Offeror being satisfied that BGEO Group has received (or will receive on or prior to the Settlement Date) an amount by way of proceeds of the issue of New Notes, which is sufficient (as determined by the Offeror in its sole discretion) in order to enable the Offeror to finance, in whole or in part, the payment by it of the Total Consideration or the Tender Offer Consideration (as the case may be), as well as Accrued Interest, in respect of all Notes validly tendered and accepted for purchase pursuant to the Tender Offer (but, for the avoidance of doubt, not the Early Redemption Amount). Whether the Offeror will purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to (i) the pricing of the issue of the New Notes and (ii) the signing by BGEO Group and the Managers of a subscription agreement for the purchase of, and subscription for, the New Notes and such subscription agreement remaining in full force and effect as at the Settlement Date.

Priority Allocation Right

A Holder that wishes to subscribe for New Notes, in addition to tendering Notes for purchase pursuant to the Tender Offer and concurrently consenting to the Proposal, may request priority in the allocation of the New Notes, subject to the issue of the New Notes and as set out in the Tender Offer and Consent Solicitation Memorandum. Such priority will be given for an aggregate principal amount of New Notes up to the aggregate principal amount of Notes that are the subject of the Holder's valid Tender Instruction where an allocation of New Notes is also requested, subject to the acceptance for purchase by the Offeror of the Notes so tendered pursuant to the Offer. For the avoidance of doubt, a Holder may request a Priority Allocation Right for a principal amount of New Notes that is equal to or less than the aggregate principal amount of Notes the subject of such Holder's Tender and Priority Allocation Right Instruction. To receive a Priority Allocation Right, a Holder will need to follow the procedures set out in the Tender Offer and Consent Solicitation Memorandum.

A Holder that wishes to tender Notes for purchase pursuant to a Tender Offer and concurrently consent to the Proposal but does not wish to receive a Priority Allocation Right must complete Tender Instructions for the Notes it wishes to tender for purchase only.

The issuance of any Priority Allocation Rights by the Dealer Managers and Solicitation Agents (acting in their capacities as Lead Managers in respect of the offering of the New Notes) is conditional on the issuance of the New Notes. Moreover, BGEO Group may, in its sole and absolute discretion, reject an application quoting an Allocation Code in the event that a Holder specifies a wrong Allocation Code or if there is any other defect related to the Allocation Code. BGEO Group, however, reserves the right to waive any such defect and to allocate the relevant Priority Allocation Right to the relevant Holder that would be applicable but for the defect.

Meeting and Announcement of Results

There will be a Meeting of Holders to consider the Proposal at 10:00 a.m. (London time) on 2 August 2016 at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA, United Kingdom.

After the Meeting, the Offeror shall announce (i) the aggregate principal amount of Notes validly tendered and the results of the Offer, (ii) if known, whether the New Financing Condition has been satisfied or is otherwise expected to be waived, and (iii) the results of the Meeting and, if the Extraordinary Resolution is passed and the Second Supplemental Trust Deed is executed, the Early Redemption Date. If the Meeting is adjourned for lack of quorum or otherwise, or if the Offeror intends to postpone the Settlement Date, the Offeror shall announce whether the Settlement Date has been postponed or the Tender Offer has been terminated. Holders will not be given withdrawal rights as a result of such postponement, if any, and all tendered Notes will remain blocked until any later Settlement Date or subsequent termination of the Tender Offer (or, in either case, immediately thereafter).

Participation in the Offer

In order to be eligible to participate in the Tender Offer and/or exercise voting rights in connection with the Proposal, Holders of Notes held through DTC must validly submit (i) a Tender Instruction through DTC's ATOP system and obtain a VOI Number and (ii) a Form of Sub-Proxy with a valid VOI Number to the Information and Tender Agent consenting to the Extraordinary Resolution, and must not have validly withdrawn their Tender Instruction or Form of Sub-Proxy at or prior to the relevant Expiration Deadline. A Tender Instruction in respect of the Notes held through DTC submitted through DTC's ATOP will not constitute, imply or be deemed to represent an exercise of voting rights in connection with the Proposal. In order to exercise voting rights in connection with the Proposal, which is a condition to a valid tender of Notes, Holders must submit a completed Form of Sub-Proxy at or prior to the relevant Expiration Deadline to the Information and Tender Agent for processing.

In order to be eligible to participate in the Tender Offer and/or exercise voting rights in connection with the Proposal, Holders of Notes held through Euroclear or Clearstream, Luxembourg, must deliver, or arrange to have delivered on their behalf, through Euroclear or Clearstream, Luxembourg, and in accordance with the requirements of such applicable Clearing System, a valid Tender Instruction in the form specified by the relevant Clearing System for submission by Holders to the Information and Tender Agent through the relevant Clearing System and in accordance with the requirements of such Clearing System at or prior to the relevant Expiration Deadline, unless the Offer is extended, re-opened or terminated as provided in the Tender Offer and Consent Solicitation Memorandum.

The Offeror will accept tenders of Notes for purchase only in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted.

General

The Offeror may, in its sole discretion, extend, re-open, amend or waive any condition of, including the New Financing Condition, or terminate, the Offer at any time (subject to applicable law and as provided in the Tender Offer and Consent Solicitation Memorandum). Details of any such extension, re-opening, amendment, waiver, termination or withdrawal will be announced as provided in this announcement as soon as reasonably practicable after the relevant decision is made.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary needs to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer and Consent Solicitation Memorandum. The deadlines set by each Clearing System for the submission and withdrawal of Tender Instructions will also be earlier than the relevant deadlines specified in the Tender Offer and Consent Solicitation Memorandum.

For further information on the Offer and terms and conditions on which the Offer is made, Holders should refer to the Tender Offer and Consent Solicitation Memorandum. Questions and requests for assistance in connection with the (a) Offer may be directed to the Dealer Managers; and (b) delivery of Tender Instructions may be directed to the Information and Tender Agent, the contact details for all of which are below.

Indicative Offer Timetable

Date and time (all times are New York City time, unless otherwise stated)	Event
30 June 2016.......................................	Launch Date Offer announced and Tender Offer and Consent Solicitation Memorandum available from the Information and Tender Agent. Notices of the Offer and the Meeting published.
5:00 p.m., 14 July 2016......................	Early Participation Deadline Deadline for receipt by the Information and Tender Agent of all Tender Instructions, including all Tender and Priority Allocation Right Instructions, in order for Holders to be eligible to receive the Total Consideration and the Accrued Interest on the Settlement Date.
27 July 2016.......................................	Record Date With respect to Notes held through DTC, only Holders as of the Record Date are entitled to exercise voting rights with respect to the Proposal.
5:00 p.m., 28 July 2016......................	Expiration Deadline Deadline for receipt by the Information and Tender Agent of all Tender Instructions, including all Voting Only Instructions, in order for Holders to be eligible to receive the Tender Offer Consideration and the Accrued Interest on the Settlement Date.
10:00 a.m. (London time), 2 August 2016....................................................	Holder Meeting and Announcement of Results Meeting to consider the Proposal, to be held at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA, United Kingdom. After the Meeting, the Offeror shall announce (i) the aggregate principal amount of Notes validly tendered and the results of the Offer; (ii) if known, whether the New Financing Condition has been satisfied or is otherwise expected to be waived, and (iii) the results of the Meeting and, if the Extraordinary Resolution is passed and (provided the New Financing Condition has been satisfied) the Second Supplemental Trust Deed is executed, the Early Redemption Date.
2 August 2016..................................... (tentative, if applicable)	Announcement of Postponement of Settlement Date in the event of Adjournment of Meeting (if applicable) In the event that the Meeting is adjourned for lack of quorum or otherwise, the Offeror intends to postpone the Settlement Date. The Offeror shall announce the date of the adjourned meeting and whether the Settlement Date has also been postponed or the Tender Offer has been terminated. Holders will not be given withdrawal rights as a result of such postponement, if any, and all tendered Notes will remain blocked until any later Settlement Date or subsequent termination of the Tender Offer.
3 August 2016.....................................	Tender Offer Settlement Date Subject to satisfaction of the New Financing Condition and the other Conditions to the Offer, payment of the Total Consideration or Tender Offer Consideration (as the case may be), together with Accrued Interest, in respect of all Notes accepted for purchase.
5 August 2016.....................................	Early Redemption Date Subject to approval of the Extraordinary Resolution by the Holders at the Meeting and execution of the Second Supplemental Trust Deed, the redemption in full of the Notes pursuant to the terms of the Extraordinary Resolution and the Mandatory Early Redemption.
5:00 p.m., 11 August 2016................. (tentative, if applicable)	Postponed Expiration Deadline (if applicable) If the Meeting is adjourned for lack of quorum or otherwise and the Tender Offer is not terminated, the expected postponed deadline for receipt by the Information and Tender Agent of all Tender Instructions, including all Voting Only Instructions, in order for Holders to be eligible to receive the Tender Offer Consideration and the Accrued Interest on the postponed Settlement Date.
10:00 a.m. (London time), 16 August 2016.................................................... (tentative, if applicable)	Expected Adjourned Holder Meeting and Announcement of Results (if applicable) If the Meeting is adjourned for lack of quorum or otherwise and the Tender Offer is not terminated, the expected date of the adjourned Meeting to consider the Proposal, to be held at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA, United Kingdom. After the adjourned Meeting, the Offeror shall announce (i) the aggregate principal amount of Notes validly tendered and the results of the Offer; (ii) if known, whether the New Financing Condition has been satisfied or is otherwise expected to be waived; and (iii) the results of the adjourned Meeting and, if the Extraordinary Resolution is passed and the Second Supplemental Trust Deed is executed, the Early Redemption Date.
17 August 2016................................... (tentative, if applicable)	Expected Postponed Tender Offer Settlement Date (if applicable) If the Meeting is adjourned for lack of quorum or otherwise and the Tender Offer is not terminated, subject to satisfaction of the New Financing Condition and the other Conditions to the Offer, payment of the Total Consideration or Tender Offer Consideration (as the case may be), together with Accrued Interest, in respect of all Notes accepted for purchase.
19 August 2016 (tentative, if applicable) ......................	Expected Postponed Mandatory Early Redemption Date (if applicable) If the Meeting is adjourned for lack of quorum or otherwise and the Tender Offer is not terminated, the redemption in full of the Notes pursuant to the terms of the Extraordinary Resolution, execution of the Second Supplemental Trust Deed, and the Mandatory Early Redemption.

Unless stated otherwise, announcements in relation to the Offer will be found on the relevant Reuters International Insider Screen and the website of the London Stock Exchange and be made by (i) the issue of a press release to a Notifying News Service and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Information and Tender Agent, the contact details for which are at the bottom of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the Offer. In addition, holders of Notes may contact the Dealer Managers for information using the contact details which are at the bottom of this announcement. Holders are advised to read carefully the Tender Offer and Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Offer.

Questions and requests for assistance in connection with the Offer may be directed to either Dealer Manager.

Merrill Lynch International	J.P. Morgan Securities plc
Bank of America Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ United Kingdom	25 Bank Street Canary Wharf London E14 5JP United Kingdom
Attention: Liability Management	Attention: Liability Management
Telephone: Europe: [phone] United States: [phone]	Telephone: Europe: [phone]
Email: [e-mail]	Email: [e-mail]

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Information and Tender Agent.

D.F. King Ltd.

Email: [e-mail]

Offer Website: https://sites.dfkingltd.com/bog

In London:	In New York:	In Hong Kong:
125 Wood Street London EC2V 7AN United Kingdom Telephone: [phone]	48 Wall Street, 22nd Floor New York, New York 10005 United States Attn: Peter Aymar Toll-Free: [phone] Telephone: [phone] By Facsimile: + 1(212) 709 3328 Confirmation: [phone]	Suite 1601, 16/F, Central Tower 28 Queen's Road Central Hong Kong Telephone: [phone]

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum. This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer and Consent Solicitation Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, legal adviser, 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 or intermediary must contact such entity if it wishes to offer Notes for exchange pursuant to the Offer. None of the Dealer Managers, the Information and Tender Agent or the Offeror makes any recommendation as to whether Holders should participate in the Offer.

This announcement is for informational purposes only. The Offer is being made only pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

The Dealer Managers and the Information and Tender Agent (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Tender Offer and Consent Solicitation Memorandum or the Offer. The Information and Tender Agent is the agent of the Offeror and owes no duty to any Holder. None of the Offeror, the Dealer Managers or the Information and Tender Agent or any of their respective directors, employees or affiliates makes any recommendation as to whether or not the Holders should participate in the Offer or refrain from taking any action in the Offer with respect to any of Notes, and none of them has authorised any person to make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

General

This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer do not constitute an offer to purchase, or the solicitation of an offer to tender or sell, or to exercise any voting rights with respect to any, Notes to or from, or by, any person located or resident in any jurisdiction where such offer or solicitation is unlawful, and tenders of Notes by Holders originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected. In those jurisdictions where the securities laws or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager and Consent Solicitation Agent or any of its respective affiliates is such a licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager and Consent Solicitation Agent or affiliate (as the case may be) in such jurisdiction and the Offer is not made in any such jurisdiction where either a Dealer Manager and Consent Solicitation Agent or any of its affiliates is not licensed. Neither the delivery of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Offeror since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to below, and generally, on submission of Notes for tender in the Tender Offer and submission of automatic consent to the Proposal. Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations will be rejected. Each of the Offeror, the Dealer Managers and Solicitation Agents and the Information and 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, or submission of automatic consent to the Proposal, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender will be rejected.

United States

This announcement, the Tender Offer and Consent Solicitation Memorandum, any other documents or materials relating to the Offer and the securities referenced herein may only be distributed in (i) "offshore transactions" to persons other than United States Persons as defined in, and as permitted by, Regulation S under the Securities Act, or (ii) within the United States to Qualified Institutional Buyers ("QIBs") as defined in and in accordance with Rule 144A under the Securities Act ("Rule 144A"). Any forwarding, redistribution or reproduction of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer, in whole or in part is unauthorised. Failure to comply with this notice may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Nothing in this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer constitute a public offer of securities for sale in the United States or any other jurisdiction where it is unlawful to do so. The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be tendered, offered or sold in the United States, except (i) in accordance with Rule 144A to a person that the Holder and any person acting on its behalf reasonably believes is a QIB; or (ii) in an offshore transaction to persons other than United States Persons in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

United Kingdom

This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer are for distribution only to persons who (i) 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 "Financial Promotion Order"); (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer relate is available only to relevant persons and will be engaged in only with relevant persons.

Italy

Neither this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of 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 "Issuers' Regulation"), as the case may be. This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

A Holder located in the Republic of Italy may tender Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB 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 Notes or the Offer.

Belgium

In Belgium, the Offer will not, directly or indirectly, be made to, or for the account of, any person other than to qualified investors referred to in Article 10, § 1 of the Belgian law on the public offering of investment instruments and the admission of investment instruments to trading on regulated markets dated 16 June 2006, as amended from time to time (the "Belgian Prospectus Law"). Neither this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documentation or materials relating to the Offer has been or will be submitted to the Financial Services and Markets Authority ("Authorité des services et marches financiers / Autoriteit voorfinanciële diensten en markten") for approval. Accordingly, in Belgium, the Offer may not be made by way of a public offer within the meaning of article 3 of the Belgian Prospectus Law and article 3 of the Belgian act on public takeover offers dated 1 April 2007, as amended from time to time (the "Belgian Takeover Act"). Therefore, the Offer may not be promoted vis-à-vis, and is not being made to, any person in Belgium (with the exception of "qualified investors" within the meaning of article 10, § 1 of the Belgian Prospectus Law that are acting for their own account and without prejudice to the application of article 6 § 4 of the Takeover Act). This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documentation or material relating to the Offer (including memoranda, information circulars, brochures or similar documents) have not been forwarded or made available to, and are not being forwarded or made available to, directly or indirectly, any such person. With regard to Belgium, this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer have been transmitted only for personal use by the aforementioned qualified investors and only for the purpose of the Offer. Accordingly, the information contained in this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer may not be used for any other purpose or be transmitted to any other person in Belgium (without prejudice to the application of article 6 § 4 of the Takeover Act).

France

The Offer is not being made, directly or indirectly, to the general public in the Republic of France. Neither this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documentations or materials relating to the Offer (including memorandums, information circulars, brochures or similar documents) has been distributed to, or is being distributed to, the general public in the Republic of France. Only (i) persons that provide investment services in the field of portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) (that are not individuals) acting for their own account, in each case as defined in or pursuant to articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monétaire et Financier, may participate in the Offer. This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer have not been and will not be submitted to the clearance or approval procedures of the Autorité des marchés financiers.

Georgia

Neither this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer have been or will be submitted for clearance to, nor approved by, the National Bank of Georgia or any other Georgian governmental authority.

Nothing in this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documents or materials relating to the Offer constitutes a public offer or advertisement of the securities referred to herein in Georgia and the Offer is not an offer or an invitation to make offers, to purchase, sell, exchange or transfer any securities in Georgia or to or for the benefit of any Georgian person or entity, unless and to the extent otherwise permitted under Georgian law. Moreover, this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer must not be made publicly available in Georgia. The securities 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.

This information is provided by RNS.

The company news service from the London Stock Exchange.

 

END

 

 

MSCMMGFVGGKGVZM