Bank of Georgia
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN, RUSSIA OR UKRAINE.
This announcement does not contain, constitute or form part of any
offer or invitation to sell or subscribe or any solicitation of any
offer to purchase or subscribe for any securities in any jurisdiction,
and neither this announcement (nor any part of it) nor the fact of its
distribution form the basis of, or may be relied upon in connection
with, or act as any inducement to enter into, any contract or commitment
BANK OF GEORGIA ANNOUNCES TENDER OFFER FOR
ALL OUTSTANDING SHARES
One Bank of Georgia Holdings Plc Share offered in exchange for one
existing Bank share or GDR
On completion of the tender offer, Bank of Georgia Holdings Plc
shares will have a premium listing on the London Stock Exchange and be
eligible for FTSE index inclusion
Bank of Georgia Holdings plc (“BGH”) today announces the launch of a
tender offer (the "Offer”) to acquire the entire issued and to be issued
share capital, including those shares represented by GDRs, of JSC Bank
of Georgia (the "Bank”), the leading1 bank in Georgia.
Under the terms of the Offer, all existing Bank securities holders are
entitled to exchange their existing GDRs and/or shares on a one-for-one
basis for ordinary shares in BGH (the "BGH Shares"). BGH has been
incorporated in England and Wales as a public limited liability company
and is intended to be the holding company for the Bank of Georgia group
of companies (the "Group”).
Application will be made for all of the BGH Shares to be admitted to the
premium segment of the Official List of the UK Listing Authority
(“UKLA”) and for the BGH Shares to be admitted to trading ("Admission")
on the main market of the London Stock Exchange (the "LSE").
Following Admission, the Bank intends to apply to the UKLA and the LSE
for cancellation of the listing of its GDRs and may consider applying to
the Georgian Stock Exchange for cancellation of the listing of its
shares (the "Bank Shares") from the Georgian Stock Exchange.
The launch of the Offer follows an announcement by the Bank on 5
September 2011 that BGH would seek a premium listing on the Official
List of the UKLA and FTSE Index inclusion in order to increase the
liquidity of the Group’s securities and broaden its investor base. A
premium listing in London will also support the Group’s strategy of
growing the business whilst maintaining profitability and asset quality.
Furthermore this move is in-line with the Group’s established culture of
transparency and robust corporate governance.
Irakli Gilauri, CEO of Bank of Georgia, commented:
“We have been greatly encouraged by the positive response to our premium
listing plans since we announced them in September. The strong level of
support we have received from our shareholders is reflected in the scale
of commitments already made to exchange their current holdings for the
proposed premium listed shares. We believe our shareholders recognise
that such a listing is appropriate and beneficial for the Bank of
Georgia Group, which has a large free float and an established track
record of high corporate governance standards, and will support us in
presenting our strong growth story to an even wider number of UK and
other international investors.”
The Offer will open for acceptance from 21 December 2011 and is expected
to close at 5:00 p.m. (London time) on 24 February 2012. The deadline
for holders of GDRs to accept the Offer is 5:00 p.m. (New York time)/
10:00 p.m. (London time) on 20 February 2012. The results of the Offer
are expected to be announced on or around 27 February 2012 and dealings
in the BGH Shares are expected to commence at 8:00 a.m. (London time) on
28 February 2012.
Conditions of the Offer
The Offer is conditional on, among other things, valid acceptances being
received (and not, where permitted, withdrawn) by no later than 5.00
p.m. (London time) on 24 February 2012 (or such later time(s) and/or
date(s) as BGH may decide) in respect of not less than 80% in nominal
value of the Bank Shares and of the voting rights attached to those
shares (or such lower percentage as BGH may decide; provided that BGH
shall have acquired or agreed to acquire Bank Shares carrying in
aggregate more than 75% of the voting rights then normally exercisable
at a general meeting of the Bank).
The Offer is also conditional on Admission to trading of the BGH Shares
on the main market of the LSE, as well as other conditions customary for
this type of offering.
If the Offer is declared wholly unconditional, it will result in the
Bank becoming a subsidiary of BGH.
The Bank and BGH have received commitments to participate in the Offer
in the form of irrevocable undertakings from certain major shareholders,
European Bank for Reconstruction and Development ("EBRD") and
International Finance Corporation ("IFC") (in connection with the Bank's
convertible subordinated loans from the EBRD and IFC and as described in
the announcement of the Bank made on 15 December 2011), members of the
Supervisory Board and the Management Board of the Bank and management
and employees of the Bank who hold, in total, 29.9% of the shares of the
Bank (in share or GDR form), including Bank Shares that are expected to
be issued pursuant to the conversion of the EBRD and IFC's convertible
subordinated loans (“Fully-Diluted Shares”).
The Bank and BGH have also received indications of intention to
participate in the Offer in the form of non-binding letters of intent
from investors holding, in total, 35.3% of the Bank’s Fully Diluted
Shares. In addition, holders of 9.7% of the Fully Diluted Shares of the
Bank have expressed their interest in participating in the Offer,
bringing the total to 74.9% of the Fully Diluted Shares of the Bank.
ING Bank N.V., London Branch, is acting as sole financial adviser and
sponsor to BGH in connection with the proposed listing. The Bank of New
York Mellon is acting as Exchange Agent for the GDRs in connection with
the Offer. Joint Stock Company BG Capital is acting as Georgian Exchange
Agent for the Bank Shares in connection with the Offer.
Following Admission, the Group intends to maintain its robust corporate
governance arrangements, which it has further strengthened in
anticipation of the Offer and Admission. As a premium listed company,
BGH will be subject to more extensive and rigorous ongoing reporting and
compliance obligations than those that the Bank is currently subject to
by virtue of its listing of GDRs. In particular, BGH will be required to
comply with additional disclosure requirements pursuant to the
Disclosure and Transparency Rules and the Listing Rules of the Financial
Services Authority (the "FSA"), which the directors believe will provide
investors with enhanced transparency.
The Offer Documents and any announcements with respect to the Offer will
be made available at: www.bogh.co.uk
For information and documentation regarding the Offer, including any
required Forms of Acceptance and Certification Forms, please contact the
Georgian Information Agent (in respect of Bank Shares) or the
Information Agent (in respect of GDRs) at:
In respect of Bank Shares: the Georgian Information Agent
Joint Stock Company BG Capital
7 Chavchavadze Ave./11 Mosashvili Str.
+995 322 44 46 85
In respect of GDRs: the Information Agent
DF King Worldwide
One Ropemaker Street
48 Wall Street
London EC2Y 9AW
New York NY 10005
European Help Line North
American Help Line
00 800 5464 5464 (toll free in Europe)
+1 (800) 549 6650 (toll free in North America)
+44 20 7920 9700
+1 (212) 269 5550
Calls to the Georgian Information Agent or Information Agent may incur
additional costs, in addition to the relevant service provider’s network
extras. Calls to the helpline from outside Georgia or the UK or the US
(as applicable) will be charged at applicable international rates.
Different charges may apply to calls from mobile telephones and calls
may be recorded and randomly monitored for security and training
For legal reasons, the helpline will only be able to provide information
contained in the Offer Documents and will be unable to give advice on
the merits of the Offer or as to whether or not you should accept the
Offer or provide any other financial, tax, legal or investment advice.
This announcement is an advertisement and not a prospectus and investors
should not subscribe for or purchase any transferable securities
referred to in this announcement except solely on the basis of
information contained in the prospectus (the “Prospectus”) and any Offer
documentation published or to be published by BGH in due course in
connection with the Offer and Admission. Copies of the Prospectus will,
following publication, be available from BGH’s registered office.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. The
information in this announcement is subject to change.
The contents of this announcement, which has been prepared by and is the
sole responsibility of Bank of Georgia, have been approved by ING Bank
N.V., London Branch (“ING”), 60 London Wall, London, EC2M 5TQ, solely
for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000.
ING, which is authorised and regulated in the United Kingdom by the FSA,
is acting as Sponsor and financial adviser for BGH and no-one else in
connection with Admission and the Offer. ING will not regard any other
person (whether or not a recipient of this announcement) as a client in
relation to Admission or the Offer and will not be responsible to anyone
other than BGH for providing the protections afforded to clients of ING,
or for providing advice in relation to Admission, the Offer or any other
matters described in this announcement.
The securities referred to herein have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or under the securities law of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, in or into the United States or to
U.S. persons, 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 the securities will be made in the
The Offer will be subject to Regulation 14E of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Bank’s shares
are not registered under the Exchange Act and, therefore, BGH will not
file a Schedule TO. The Offer will be made in respect of the shares of
the Bank. The Bank’s shares are listed on the Georgian Stock Exchange
and the majority of these shares are represented by GDRs listed on the
LSE. The Offer will be subject to Georgian and English disclosure
This announcement may include statements that are, or may be deemed to
be, “forward-looking statements”. These forward-looking statements
involve known and unknown risks and uncertainties, many of which are
beyond the Bank’s and BGH’s control and all of which are based on its
respective directors’ current beliefs and expectations about future
events. These forward-looking statements may be identified by the use of
forward-looking terminology, including the terms “believes”,
“estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”,
“may”, “will” or “should” or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical
facts. Forward-looking statements may and often do differ materially
from actual results. Any forward-looking statements reflect the Bank’s
current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and assumptions
relating to the Bank’s business, results of operations, financial
position, liquidity, prospects, growth and strategies. Forward-looking
statements speak only as of the date of this announcement and cannot be
relied upon as a guide to future performance.
Each of the Bank, BGH and ING and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as a
result of new information, future developments or otherwise, unless
required to do so by applicable law, the Prospectus Rules, the Listing
Rules or the Disclosure and Transparency Rules of the FSA.
In the United Kingdom the Offer will only be made pursuant to the
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that the Admission will occur.
This announcement is not a tender offer announcement for the purposes of
Georgian law. The Offer will be made in accordance with the requirements
of Georgian law.
This announcement is not an advertisement of any securities for the
purposes of Georgian law.
Neither ING, nor any of its respective directors, officers, employees,
advisors or agents accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express or implied, as to
the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to BGH, the Bank or
their subsidiaries or associated companies, whether written, oral or in
a visual or electronic form, and howsoever transmitted or made available
or for any loss howsoever arising from any use of the announcement or
its contents or otherwise arising in connection therewith.
1 Based on total assets, with a 36% market share, total
gross loans, with a 36% market share and total client deposits, with a
34% market share as of 30 June 2011, all data based on standalone
financial information filed by banks in Georgia with the National Bank
About Bank of Georgia
Bank of Georgia is the leading Georgian bank, based on total assets
(with a 36% market share), total loans (with a 36% market share) and
client deposits (with a 34% market share) as of 30 June 2011, all data
based on standalone financial information filed by banks in Georgia with
the National Bank of Georgia. The Bank offers a broad range of corporate
banking, retail banking, wealth management, brokerage and insurance
services to its clients.
Bank of Georgia has, as of the date hereof, the following credit
Standard & Poor’s
‘B1/NP’ (FC) & ‘Ba3/NP’ (LC)
For further information, please visit www.bog.ge/ir
Justin Griffiths / Grant Ringshaw
Chief Executive Officer
Head of Investor Relations
Citigate Dewe Rogerson
+995 32 444 109
+995 32 444 256
+44 (0) 207 638 9571
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.