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 OR
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
EBRD AND IFC LOAN CONVERSION
On 20 December 2011, Bank of Georgia Holdings plc (“BGH”) announced the
launch of its tender offer (the "Tender 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 leading
bank in Georgia.
Today, BGH announces that the EBRD and IFC have converted part of their
respective loans to the Bank into Bank shares and accepted the Tender
Offer with respect to such Bank shares (the "Loan Conversion").
The Tender Offer for the Bank’s shares will remain open until 5:00pm
London time today.
Application has been made for all of the shares in BGH ("BGH Shares") to
be admitted to the premium segment of the Official List of the UK
Listing Authority (“UKLA”) and for all BGH Shares to be admitted to
trading on the Main Market of the London Stock Exchange ("Admission").
BGH Shares are expected to begin trading on the London Stock Exchange
on Tuesday, 28 February 2012. Following Admission, the Bank will become
a subsidiary of BGH.
ING Bank N.V., London Branch, acted as sole financial adviser and
sponsor to BGH in connection with the proposed listing. In connection
with the Tender Offer, DF King Worldwide acted as Information Agent, The
Bank of New York Mellon acted as Exchange Agent for the GDRs and Joint
Stock Company BG Capital acted as Georgian Exchange Agent for the Bank's
The EBRD, owned by 63 countries and two intergovernmental
institutions, is is an international financial institution that supports
projects from central Europe to central Asia and beyond. Investing
primarily in private sector clients whose needs cannot be fully met by
the market, the Bank fosters transition
towards market economies. Follow us on the web,
Facebook and Twitter.
IFC, a member of the World Bank Group, is the largest global
development institution focused exclusively on the private sector. IFC
helps developing countries achieve sustainable growth by financing
investment, providing advisory services to businesses and governments,
and mobilizing capital in the international financial markets. In fiscal
2011, amid economic uncertainty across the globe, IFC helped its clients
create jobs, strengthen environmental performance, and contribute to
their local communities—all while driving investments to an all-time
high of nearly $19 billion. For more information, visit www.ifc.org
About Bank of Georgia
Bank of Georgia is the leading Georgian bank, based on total assets
(with a 35.6% market share), total loans (with a 34.5% market
share) and client deposits (with a 35.6% market share) as of 31 December
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
David Westover/Justin Griffiths
Chief Executive Officer
Head of Investor Relations
Citigate Dewe Rogerson
+995 322 444 109
+995 322 444 256
+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.
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 dated 20 December 2011 and the
supplementary prospectus dated 5 January 2012 (together, the
"Prospectus") and any Tender Offer documentation published or proposed
to be published by BGH in connection with the Tender Offer and the
proposed admission of BGH Shares to the premium segment of the Official
List of the UK Listing Authority and to trading on the London Stock
Exchange's Main Market for listed securities (the "Admission"). Copies
of the Prospectus are 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.
ING, which is authorised and regulated in the United Kingdom by the
Financial Services Authority (the "FSA"), is acting exclusively for the
Bank and BGH and no-one else in connection with the Admission and the
Tender Offer. ING will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the Admission
or the Tender Offer and will not be responsible to anyone other than the
Bank and BGH for providing the protections afforded to clients of ING,
or for providing advice in relation to the Admission, the Tender 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 has been or will be
made in the United States.
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
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.
The Tender Offer was made in the United Kingdom only pursuant to the
The date of the Admission may be influenced by things such as market
conditions. There is no guarantee that the Admission will occur and you
should not base your financial decisions on the Bank's intentions at
this stage in relation to the Admission.
This announcement is not a tender offer announcement for the purposes of
Georgian law. The Tender Offer was 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.