Information  X 
Enter a valid email address

JSC Georgian Railway (38IR)

  Print   

Thursday 24 June, 2021

JSC Georgian Railway

Results of Tender Offer and Consent Solicitation

RNS Number : 0445D
JSC Georgian Railway
24 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.

24 June 2021

JSC GEORGIAN RAILWAY
(the "Issuer")

ANNOUNCEMENT OF RESULTS OF MEETING

to the holders (the "Noteholders") of the outstanding
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)
(the "Notes")

JSC Georgian Railway hereby gives notice to Noteholders that the Extraordinary Resolution set out in the Notice of Meeting dated 26 May 2021 was duly passed at the Meeting today.  The supplemental fiscal agency agreement dated 24 June 2021 (the "Supplemental Fiscal Agency Agreement") has been signed by the Issuer, Citibank N.A., London Branch, as Fiscal Agent, and the other agents named therein, and the amendments to the terms and conditions of the Notes contemplated therein have been implemented effective today.

On 26 May 2021, the Issuer announced its invitation to each Noteholder (subject to certain offer and distribution restrictions) 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 was 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 Expiration Deadline, being 11:59 p.m. New York time on 23 June 2021, the Issuer had received valid 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.

On 17 June 2021, the Issuer completed the issuance of its U.S.$500,000,000 4.00% Notes due 2028. Accordingly, the New Financing Condition has been satisfied.

The Issuer intends to purchase all of the validly tendered Notes, comprising U.S.$456,685,000 in aggregate principal amount of Notes tendered prior to the Early Participation Deadline for the Total Consideration of U.S.$1,075.00 per U.S.$1,000 in principal amount of Notes. No Notes were tendered after the Early Participation Deadline and prior to the Expiration Deadline. The Issuer will also pay the Early Consent Fee of U.S.$22.50 per U.S.$1,000 in principal amount of Notes in respect of the U.S.$10,400,000 in principal amount of outstanding Notes in respect of which Voting Instructions were delivered prior to the Early Participation Deadline. The Settlement Date will be 28 June 2021. All Notes purchased by the Issuer in the Tender Offer will be delivered to the Registrar for cancellation.

Following settlement of the Tender Offer, U.S.$43,315,000 in aggregate principal amount of Notes will remain outstanding. The amendments to the terms and conditions of the Notes set out in the Supplemental Fiscal Agency Agreement have been implemented and, accordingly, all of the Notes which remain outstanding will be redeemed at the Early Redemption Amount of U.S.$1,052.50 per U.S.$1,000 in principal amount of Notes, together with Accrued Interest, on the Early Redemption Date, which is expected to be 29 June 2021 (and in no event later than two Business Days following 29 June 2021).

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. If you are in any doubt as to the contents of this announcement or the Tender Offer and Consent Solicitation Memorandum, 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. This announcement is for informational purposes only.

None of the Dealer Managers and Solicitation Agents or the Tender and Tabulation Agent (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 or the Tender and Tabulation Agent, their affiliates or their respective directors, officers, employees or agents makes any representations, warranties, undertakings or recommendations whatsoever (express or implied) regarding the this announcement, 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 Tender and Tabulation Agent is the agent of the Issuer and owes no duty to any Noteholder.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
RTEPPUAPQUPGGWC

a d v e r t i s e m e n t