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JSC Georgian Railway (38IR)

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Thursday 10 June, 2021

JSC Georgian Railway

Early Participation Results Announcement

RNS Number : 4845B
JSC Georgian Railway
10 June 2021
 

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.

10 June 2021

JSC GEORGIAN RAILWAY ANNOUNCES INSTRUCTIONS RECEIVED AS OF THE EARLY PARTICIPATION DEADLINE FOR THE TENDER OFFER AND CONSENT SOLICITATION IN RESPECT OF ITS U.S.$500,000,000 7.75% NOTES DUE 2022 (UNRESTRICTED GLOBAL NOTE ISIN:XS0800346362, COMMON CODE: 080034636; RESTRICTED GLOBAL NOTE ISIN: US37363BAA61, COMMON CODE: 080082215, CUSIP: 37363B AA6)

On 26 May 2021, JSC Georgian Railway (the "Issuer") announced its invitation to each holder (a "Noteholder") (subject to certain offer and distribution restrictions referred to below) of its outstanding U.S.$500,000,000 7.75% Notes due 2022 (the "Notes") t o tender any or all of such Notes held by the Noteholder for purchase by the Issuer for cash (the "Tender Offer") and concurrently to consent to amend, by extraordinary resolution of the Noteholders (the "Extraordinary Resolution"), the terms and conditions of the Notes (the "Conditions") to (i) amend the definition of "Incur" in the Conditions to increase the basket of additional Financial Indebtedness (as defined in the Conditions) not deemed to be an Incurrence (as defined in the Conditions) from U.S.$15 million to U.S.$50 million (the "Incurrence Amendment"); and (ii) provide for mandatory early redemption of the Notes (together, 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 26 May 2021 (the "Tender Offer and Consent Solicitation Memorandum").

Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

As of the Early Participation Deadline, being 5:00 p.m. (New York City time) on 9 June 2021, the Issuer had received Tender Instructions in respect of U.S.$456,685,000 in principal amount of outstanding Notes, representing approximately 91.34% of the outstanding Notes. In addition, the Issuer had also received Voting Instructions in favour of the Proposal (without Notes being tendered) in respect of U.S.$10,400,000 in principal amount of outstanding Notes, representing approximately 2.08% of the outstanding Notes.

The Offer will expire at 11:59 p.m. (New York City time) on 23 June 2021, unless extended or earlier terminated, as described in the Tender Offer and Consent Solicitation Memorandum. 

The Issuer further notes that it no longer expects to use more than U.S.$15 million of the proceeds of the issuance of the New Notes for its infrastructure projects and, accordingly, does not require the Incurrence Amendment to be passed prior to settlement of the New Notes. Accordingly, the Issuer expects that, if issued, the settlement of the New Notes will take place on or around 17 June 2021 and prior to the Expiration Deadline and the Meeting.

Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Tender and Tabulation Agent as set out below.

Noteholders 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 any Dealer Manager and Solicitation Agent.

 

Citigroup Global Markets Limited

Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom

 

Attention: Liability Management Group

Telephone: +44 20 7986 8969

Email: [email protected]

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

Attention: Liability Management
Email:
[email protected]

 



Renaissance Securities (Cyprus) Limited
2-4 Arch. Makariou III, Ave
9th Floor, Capital Center
1065 Nicosia
Republic of Cyprus

 

Attention: DCM Desk

Email: [email protected]

 

TBC Capital LLC

7 Marjanishvili Street

0102 Tbilisi

Georgia

 

 

Attention: Meri Chachanidze

Email: [email protected]

 

 

 

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


Citibank N.A., London Branch

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

Telephone: +44 20 7508 3867

Email: [email protected]

 

This announcement is made by:

JSC Georgian Railway
15, Tamar Mepe Avenue
Tbilisi, 0112
Georgia

This announcement is made by Irakli Titvinidze, Chief Financial Officer, on behalf of JSC Georgian Railway and constitutes a public disclosure of inside information under Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

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 participate in the Offer. For the avoidance of doubt, none of the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent or the Issuer makes any recommendation as to whether Noteholders should participate in the Offer or otherwise provides any legal, business, tax or other advice in connection with 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.

None of the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent or the Trustee (or their respective affiliates, directors, officers, employees and agents) have separately verified the information contained in the Tender Offer and Consent Solicitation Memorandum and none of the Dealer Managers and Solicitation Agents, the Tender and Tabulation Agent or the Trustee, their affiliates or their respective directors, officers, employees or agents makes any representations, warranties, undertakings or recommendations whatsoever (express or implied) regarding the Tender Offer and Consent Solicitation Memorandum or the Offer and none of such persons accepts any liability or responsibility as to the accuracy or completeness of the information contained in the Tender Offer and Consent Solicitation Memorandum or any other information provided by the Issuer in connection with or in relation to the Offer or any failure by the Issuer to disclose material information with regard to the Issuer or the Offer.

The Dealer Managers and Solicitation Agents and the Tender and Tabulation 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 Tender and Tabulation Agent is the agent of the Issuer and owes no duty to any Noteholder. None of the Issuer, the Dealer Managers and Solicitation Agents or the Tender and Tabulation Agent or any of their respective directors, employees or affiliates makes any recommendation as to whether or not the Noteholders 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.

Nothing in this announcement or the Tender Offer and Consent Solicitation Memorandum constitutes an offer of securities in the United States of America. The securities referred to above have not been and will not be registered under the U.S. Securities Act of 1933 (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 within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States.

OFFER AND DISTRIBUTION RESTRICTIONS

General

This announcement does 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 Noteholders originating from any jurisdiction in which such offer or solicitation is unlawful will not be accepted.  The Offer is not being made, directly or indirectly, in any jurisdiction where to do so would impose any obligations on the Issuer in such jurisdiction, including any requirement to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction, file any general consent to service of process in any such jurisdiction, subject itself to taxation in any such jurisdiction if it is not otherwise so subject, make any filing with any regulatory body in any such jurisdiction or otherwise have any document approved by, or submitted to, any regulating body in such jurisdiction.  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 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 Issuer by such Dealer Manager and 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 Solicitation Agent or any of its affiliates is not licensed.  Neither this announcement nor the delivery of the Tender Offer and Consent Solicitation Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Noteholder 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 consent to the Proposal.  Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.  Each of the Issuer, the Dealer Managers and Solicitation Agents and the Tender and Tabulation 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 consent to the Proposal, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) in its absolute discretion that such representation is not correct, such tender will not be accepted.

A Noteholder who is a Sanctions Restricted Person may not participate in the Offer.  No Notes purported to be tendered by a Sanctions Restricted Person pursuant to the Tender Offer and Consent Solicitation Memorandum will be accepted for purchase and no Sanctions Restricted Person will be eligible to receive any monetary amount in respect of the Total Consideration, Tender Offer Consideration or Early Consent Fee in any circumstances.  The Issuer, in its discretion, reserves the absolute right not to accept the tender of any Notes by a person whom it has reason to believe is or may be a Sanctions Restricted Person.

United Kingdom

The communication of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA").  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to: (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Issuer; (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iv) any other persons to whom these documents and/or materials may lawfully be made under the Financial Promotion Order.  Any investment or investment activity to which the Tender Offer and Consent Solicitation Memorandum relates is available only to such persons and will be engaged in only with such persons and other persons should not rely on it.

Italy

Neither this announcement, nor 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, as the case may be. 

A Noteholder 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. 20307 of 15 February 2018, 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.

France

The Offer is not being made, directly or indirectly, to the general public in the Republic of France.  None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documentation or material 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 and only qualified investors (investisseurs qualifiés), other than individuals, in each case acting for their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer.  This announcement and the Tender Offer and Consent Solicitation Memorandum have not been submitted to the clearance procedures of the Autorité des marchés financiers.

European Economic Area

In any Member State of the European Economic Area (each, a "Member State"), this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer are only addressed to, and are only directed at, "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). Each person in a Member State who receives any communication in respect of the Offer contemplated in this announcement or the Tender Offer and Consent Solicitation Memorandum will be deemed to have represented, warranted and agreed to and with the Dealer Managers and Solicitation Agents and the Issuer that it is a qualified investor within the meaning of the Prospectus Regulation.

Georgia

The communication of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offer have not been approved by the National Bank of Georgia. The Offer is not made, directly or indirectly, to the general public in Georgia. None of this announcement, the Tender Offer and Consent Solicitation Memorandum nor any other documentation or material 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 Georgia and only qualified (sophisticated) investors, as defined under the Law of Georgia on Securities Markets are eligible to participate in the Offer.

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