Publication of a prospectus
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 HOLDINGS PLC ("BGH")
Publication of Supplementary Prospectus
On 20 December 2011, JSC Bank of Georgia (the "Bank")
announced the recommended tender offer (the "Offer") by BGH
to acquire the entire issued and to be issued share capital of the Bank
(including those shares represented by GDRs) and BGH published a
prospectus in connection with the Offer dated 20 December 2011 (the "Prospectus").
Following the publication of the Bank's interim condensed consolidated
financial statements as at 30 September 2011, a supplementary prospectus
(the "Supplementary Prospectus") has been approved by the UK
Listing Authority and published. The Supplementary Prospectus is
available on BGH's website (www.bogh.co.uk)
and the Bank's website (www.bankofgeorgia.ge)
and has been submitted to the National Storage Mechanism and will be
available for inspection at: http://www.Hemscott.com/nsm.do.
The Supplementary Prospectus is supplemental to, forms part of, and
should be read in conjunction with, the Prospectus.
Capitalised terms not otherwise defined in this announcement shall have
the meaning given to them in the announcement made by the Bank on 20
This announcement is an advertisement and not a prospectus and investors
should not subscribe for or purchase any securities referred to in this
announcement except on the basis of information contained and/or
incorporated by reference in the Prospectus and the Supplementary
Prospectus published by Bank of Georgia Holdings Plc in connection with
the Offer referred to above.
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
In the United Kingdom the Offer is only being made pursuant to the
Prospectus and the Supplementary Prospectus.
This announcement is not a tender offer announcement for the purposes of
Georgian law. The Offer is being 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.