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JSC Georgian Railway (38IR)

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Wednesday 26 May, 2021

JSC Georgian Railway

Tender Offer and Consent Solicitation

RNS Number : 8927Z
JSC Georgian Railway
26 May 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.

26 May 2021

JSC GEORGIAN RAILWAY ANNOUNCES 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)

JSC Georgian Railway (the "Issuer") today announces its invitation to each holder (the "Noteholders") (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") to 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"). The tender of any Notes in the Tender Offer, in order to be valid, is conditional upon the relevant Noteholder concurrently submitting a vote to approve the Extraordinary Resolution consenting to the Proposal. The Offer begins on 26 May 2021 and will expire at 11:59 p.m. (New York City time) on 23 June 2021, unless the Offer is extended or earlier terminated, as described in the Tender Offer and Consent Solicitation Memorandum (the "Expiration Deadline").

Copies of the Tender Offer and Consent Solicitation Memorandum are available from the Tender and Tabulation Agent as set out below. Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

The following table sets forth details of the Offer:

 

Description of the Notes

ISIN/ CUSIP

Outstanding Principal Amount

Tender Offer Consideration per U.S.$1,000 principal amount of Notes (equal to Early Redemption Amount)

Early Tender Premium per U.S.$1,000 principal amount of Notes (equal to the Early Consent Fee)

Total Consideration per U.S.$1,000 principal amount, comprising the Tender Offer Consideration and Early Tender Premium

Early Redemption Amount per U.S.$1,000 principal amount of Notes (equal to Tender Offer Consideration)

Early Consent Fee per U.S.$1,000 principal amount of Notes (equal to the Early Tender Premium)

U.S.$500,000,000 7.75% Notes due 2022

ISIN (Reg S):  XS0800346362

ISIN (Rule 144A):  US37363BAA61

CUSIP (Rule 144A):  37363B AA6

U.S.$500,000,000

U.S.$1,052.50

U.S.$22.50

U.S.$1,075.00

U.S.$1,052.50

U.S.$22.50

For the avoidance of doubt, Noteholders may be eligible to receive either (i) the Tender Offer Consideration and Early Tender Premium (if applicable) or (ii) the Early Redemption Amount and Early Consent Fee (if applicable), in each case together with Accrued Interest, but not both.

The Offer is not conditional upon any minimum principal amount of Notes being tendered or subject to any maximum principal amount of Notes that may be accepted for purchase but the Offer is conditional upon the Extraordinary Resolution being passed at the Meeting (or any adjourned Meeting) (unless the Issuer decides in its sole and absolute discretion to waive such condition).

Rationale for the Offer

The primary rationale for the Offer and the issue of the New Notes is to manage the Issuer's existing indebtedness, in particular, to extend the maturity profile and reduce the cost of its indebtedness. The proceeds of the New Notes will be used in accordance with the Company's Green Bond Framework, which is published on its website.

The Issuer may also determine to use up to U.S.$50 million of the proceeds of the issuance of the New Notes to fund its infrastructure projects (including, without limitation, its modernisation project). Under the Conditions, the Issuer may only incur additional financial indebtedness up to an amount of U.S.$15 million for such purposes. As a result of the proposed timing of settlement for the New Notes, there will be a short period during which both the New Notes and the Notes will be outstanding. Accordingly, the Issuer is seeking the consent of Noteholders to the Incurrence Amendment (i.e., to amend the definition of "Incur" in the Conditions to increase the above U.S.$15 million limit to U.S.$50 million). The remaining proceeds of the issuance of the New Notes are intended to be used to refinance the Notes, which is permitted under the Conditions. If the Offer is successful, all the Notes will be mandatorily redeemed in accordance with the terms and conditions set out herein. Any additional amounts required to be paid in connection with the Offer and the mandatory redemption of the Notes (including, without limitation, payments of Accrued Interest, Tender Offer Consideration, Total Consideration and Early Consent Fees) shall be funded from the Issuer's internal cash flows.

The Issuer intends to cancel all Notes purchased by it pursuant to the Offer in accordance with the terms of the Consent Solicitation.

If the Issuer ultimately determines only to use up to U.S.$15 million of the proceeds of the issuance of the New Notes for its infrastructure projects (rather than the U.S.$50 million contemplated above) and, accordingly, does not require the Incurrence Amendment to be passed prior to settlement of the New Notes, settlement of the New Notes may take place prior to the Expiration Deadline and the Meeting. The Issuer is under no obligation to inform Noteholders of any changes to the proposed date of settlement of the New Notes.

The Offer

Noteholders that validly tender their Notes and that concurrently consent to the Proposal at, or prior to, the Early Participation Deadline will, to the extent their Notes are accepted for purchase, receive the Total Consideration for such Notes, which is comprised of the Tender Offer Consideration and the Early Tender Premium. Noteholders that validly tender their Notes and that concurrently consent to the Proposal after the Early Participation Deadline but at or prior to the Expiration Deadline will, to the extent their Notes are accepted for purchase, receive only the Tender Offer Consideration, which does not include the Early Tender Premium. In any case, Noteholders that validly tender their Notes and that concurrently consent to the Proposal will, to the extent the Notes are accepted for purchase, also receive Accrued Interest on such Notes as described further in the Tender Offer and Consent Solicitation Memorandum. In order to be valid, the tender of any Notes must be accompanied by a vote to approve the Extraordinary Resolution consenting to the Proposal. In the case of Notes held through Euroclear or Clearstream, Luxembourg, the tender of any Notes in the Tender Offer will automatically result in such Notes being voted to approve the Extraordinary Resolution consenting to the Proposal. In the case of Notes held through DTC, the tender of any Notes in the Tender Offer is conditional upon the relevant Noteholder concurrently submitting a Form of Sub-Proxy to the Tender and Tabulation Agent to approve the Extraordinary Resolution consenting to the Proposal.

Alternatively, to be eligible to receive an Early Consent Fee (without tendering Notes), Noteholders must submit a valid Voting Instruction in favour of the Proposal at or prior to the Early Participation Deadline. Early Consent Fees will only be paid if the Extraordinary Resolution is approved at the Meeting. Noteholders who consent to the Proposal (without tendering Notes) after the Early Participation Deadline but at or prior to the Expiration Deadline shall not be eligible to receive any consent fee or other consideration.

The Issuer will accept tenders of Notes for purchase only in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted.

Noteholders may consent to, vote against or abstain from the Proposal without tendering Notes.

New Financing Condition

On or around the date of the Tender Offer and Consent Solicitation Memorandum, the Issuer expects to announce its intention to issue the New Notes.  The Issuer will decide, in its sole discretion, whether to accept for purchase Notes validly tendered in the Tender Offer subject to the Issuer being satisfied that it has received (or will receive on or prior to the Settlement Date) an amount by way of proceeds of the issue of New Notes, which is sufficient (as determined by the Issuer in its sole discretion) in order to enable the Issuer to finance, in whole or in part, the payment by it of (i) the Total Consideration or the Tender Offer Consideration (as the case may be) and Accrued Interest in respect of all Notes validly tendered and accepted for purchase pursuant to the Tender Offer, (ii) any Early Consent Fees and (iii) the Early Redemption Amount and Accrued Interest in respect of all Notes subject to the Mandatory Early Redemption, if the Extraordinary Resolution is approved at the Meeting.  Whether the Issuer will purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to the pricing and settlement of the issue of the New Notes.

Priority Allocation Right

A Noteholder that wishes to subscribe for New Notes, in addition to (i) tendering Notes for purchase pursuant to the Tender Offer and concurrently consenting to the Proposal or (ii) consenting to the Proposal, in either case, prior to the Early Participation Deadline, may request priority in the allocation of the New Notes, subject to the issue of the New Notes and as set out in "-Procedure for obtaining a Priority Allocation Right" below.

Such priority will be given for an aggregate principal amount of New Notes (such priority amount, a "Priority Allocation Right") up to the aggregate principal amount of Notes that are the subject of the Noteholder's (i) valid Tender and Priority Allocation Right Instruction or (ii) valid Voting and Priority Allocation Right Instruction, in either case, prior to the Early Participation Deadline.

For the avoidance of doubt, a Noteholder may request a Priority Allocation Right for a principal amount of New Notes that is equal to or less than the aggregate principal amount of Notes the subject of such Noteholder's Tender and Priority Allocation Right Instruction or Voting and Priority Allocation Right Instruction.

To receive a Priority Allocation Right, a Noteholder must:

(i)   contact a Dealer Manager and Solicitation Agent to register its interest in the New Notes and to obtain its unique reference number (the "Allocation Code");

(ii)   (1) if its Notes are held through Euroclear or Clearstream, Luxembourg, in addition to submitting a Tender and Priority Allocation Right Instruction or Voting and Priority Allocation Right Instruction, instruct its custodian to specify in the free format text field of its Tender and Priority Allocation Right Instruction or Voting and Priority Allocation Right Instruction submitted through Euroclear or Clearstream, Luxembourg, (A) the Allocation Code so provided to the Noteholder by a Dealer Manager and Solicitation Agent, (B) the name of the Noteholder in respect of the Notes being tendered or consent being given (or an abbreviation thereof), (C) a contact telephone number and (D) a contact email address; or

(2) if its Notes are held through DTC, in addition to submitting a Tender and Priority Allocation Right Instruction or Voting and Priority Allocation Right Instruction, instruct its custodian to specify in the free format text field of its Tender and Priority Allocation Right Instruction submitted through ATOP or in the Form of Sub-Proxy with respect to a Voting and Priority Allocation Right Instruction, the Allocation Code so provided to the Noteholder by a Dealer Manager and Solicitation Agent; and

(iii)   make a separate application to a Joint Lead Manager for the purchase of New Notes in accordance with the standard new issue procedures of such Joint Lead Manager, including a reference to such Allocation Code.

The receipt of an Allocation Code from a Dealer Manager and Solicitation Agent in conjunction with any tender of Notes is not an application for the purchase of New Notes and Noteholders wishing to participate in the offering of the New Notes must make an application for the purchase of New Notes as described above

The ability of any Noteholder to use any Allocation Codes issued by the Dealer Managers and Solicitation Agents (acting in their capacities as Joint Lead Managers in respect of the offering of the New Notes) is conditional on, among other things, the issuance of the New Notes.  Moreover, the Issuer may, in its sole and absolute discretion, not accept an application quoting an Allocation Code (as defined below) in the event that a Noteholder specifies a wrong Allocation Code or if there is any other defect related to the Allocation Code.  The Issuer, however, reserves the right to waive any such defect and to allocate the relevant Priority Allocation Right to the relevant Noteholder that would be applicable but for the defect.

Meeting and Announcement of Results

There will be a Meeting of Noteholders to consider the Proposal held by teleconference at 11:30 a.m. (London time) on 24 June 2021.

After the Meeting, the Issuer shall announce: (i) the aggregate principal amount of Notes validly tendered and the results of the Offer; (ii) whether the Conditions to the Offer have been satisfied or are otherwise expected to be waived; and (iii) the results of the Meeting and, if the Extraordinary Resolution in respect of the Notes are passed and (provided the Conditions to the Offer (including the New Financing Condition) have been satisfied (unless waived)) the Supplemental Fiscal Agency Agreement is executed, the Early Redemption Date. If the Meeting is adjourned for lack of quorum or otherwise, the Issuer intends to postpone the Settlement Date. Noteholders will not be given withdrawal rights as a result of such postponement, if any, and all tendered Notes will remain blocked until any later Settlement Date or subsequent termination of the Tender Offer (or, in either case, immediately thereafter).

General

The Issuer may, in its sole and absolute discretion, extend, re-open, amend or waive any condition of, including the New Financing Condition, or terminate, the Offer at any time (subject to applicable law and as provided in the Tender Offer and Consent Solicitation Memorandum). Details of any such extension, re-opening, amendment, waiver, termination or withdrawal will be announced as provided in this announcement as soon as reasonably practicable after the relevant decision is made.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary needs to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer and Consent Solicitation Memorandum. The deadlines set by each Clearing System for the submission and withdrawal of Tender Instructions or Voting Instructions will also be earlier than the relevant deadlines specified in the Tender Offer and Consent Solicitation Memorandum.

For further information on the Offer and terms and conditions on which the Offer is made, Noteholders should refer to the Tender Offer and Consent Solicitation Memorandum. Questions and requests for assistance in connection with the (a) Offer may be directed to the Dealer Managers and Solicitation Agents; and (b) Offer and the delivery of Tender Instructions or Voting Instructions may be directed to the Tender and Tabulation Agent, the contact details for all of which are below.

Unless stated otherwise, announcements in relation to the Offer will be made: (i) by delivery of notices to the Clearing Systems for communication to Direct Participants; (ii) on the relevant Reuters International Insider Screen; and (iii) by publication via RNS, the news distribution service operated by London Stock Exchange plc. Copies of all such announcements, press releases and notices can also be obtained from the Tender and Tabulation Agent, the contact details for which are at the bottom of this announcement. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender and Tabulation Agent for the relevant announcements during the course of the Offer. In addition, holders of Notes may contact the Dealer Managers and Solicitation Agents for information using the contact details which are at the bottom of this announcement. 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.



 

Indicative Offer Timetable

This is an indicative timetable showing one possible outcome for the timing of the Offer, based on the dates set out in the Tender Offer and Consent Solicitation Memorandum.  This timetable is subject to change and dates may be extended or changed by the Issuer, in its discretion, in accordance with the terms and conditions set out in the Tender Offer and Consent Solicitation Memorandum (including the Conditions to the Offer). Accordingly, the actual timetable may differ significantly from the timetable set forth below.  In addition, the timetable may also differ if the Meeting is required to be adjourned.

Date and time (all times are New York City time, unless otherwise stated)

Event

26 May 2021..................................................


Offer announced and Tender Offer and Consent Solicitation Memorandum available from the Tender and Tabulation Agent.


Notices of the Offer and the Meeting published.

5:00 p.m., 8 June 2021.................................

Record Date


With respect to Notes held through DTC, only Noteholders as of the Record Date are entitled to exercise voting rights with respect to the Proposal.

5:00 p.m., 9 June 2021.................................

Early Participation Deadline


Deadline for receipt by the Tender and Tabulation Agent of all Tender Instructions, including all Tender and Priority Allocation Right Instructions, in order for Noteholders to be eligible to receive the Total Consideration and Accrued Interest on the Settlement Date.

Deadline for receipt by the Tender and Tabulation Agent of all Voting Instructions in favour of the Proposal (without tendering Notes), in order to be eligible to receive an Early Consent Fee.

Deadline for receipt by the Tender and Tabulation Agent of all Tender and Priority Allocation Right Instructions and Voting and Priority allocation Right Instructions in order to be eligible to receive a Priority Allocation Right.

10 June 2021..................................................

Announcement of Early Results


The Issuer shall announce the aggregate principal amount of Notes validly tendered as of the Early Participation Deadline.

On or around 10 June 2021.........................

Pricing of New Notes

11:59 p.m., 23 June 2021............................

Expiration Deadline


Deadline for receipt by the Tender and Tabulation Agent of all Tender Instructions in order for Noteholders to be eligible to receive the Tender Offer Consideration and Accrued Interest on the Settlement Date and of all Voting Instructions.

24 June 2021..................................................

Meeting and Announcement of Results


Meeting to consider the Proposal, to be held by teleconference.


After the Meeting, the Issuer shall announce: (i) the aggregate principal amount of Notes validly tendered and the results of the Offer; (ii) whether the Conditions to the Offer have been satisfied or are otherwise expected to be waived; and (iii) the results of the Meeting and, if the Extraordinary Resolution in respect of the Notes are passed and (provided the Conditions to the Offer (including the New Financing Condition) have been satisfied (unless waived)) the Supplemental Fiscal Agency Agreement is executed, the Early Redemption Date.

25 June 2021..................................................

New Notes Settlement Date

28 June 2021..................................................

Settlement Date


Subject to satisfaction of the New Financing Condition and the Other Conditions to the Offer, payment of the Total Consideration or Tender Offer Consideration (as the case may be), together with Accrued Interest, in respect of all Notes accepted for purchase.

Subject to the Extraordinary Resolution being approved at the Meeting, payment of any Early Consent Fees in respect of all Notes in respect of which a Voting Instruction in favour of the Proposal has been validly delivered prior to the Early Participation Deadline

29 June 2021..................................................

Early Redemption Date


Subject to approval of the Extraordinary Resolution by the Noteholders at the Meeting and execution of the Supplemental Fiscal Agency Agreement, the redemption in full of the Notes pursuant to the terms of the Extraordinary Resolution and the Mandatory Early Redemption.

 

A copy of the Notice of Meeting dated 26 May 2021 is appended to this announcement.

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.

 

 



 

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]

 

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 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.

 



 

FORM OF NOTICE AND EXTRAORDINARY RESOLUTION

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS.  IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK INDEPENDENT ADVICE, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. THE ISSUER MAKES NO RECOMMENDATION WITH RESPECT TO THE MATTERS HEREIN.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO HOLDERS SOLELY IN THEIR CAPACITY AS SUCH IN CONNECTION WITH THE MEETING (AS DEFINED BELOW).  THIS DOES NOT AFFECT THE RIGHT OF HOLDERS TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING IN ACCORDANCE WITH THE PROVISIONS OF THE FISCAL AGENCY AGREEMENT (AS DEFINED BELOW).

JSC GEORGIAN RAILWAY
(a joint stock company incorporated in Georgia)

NOTICE OF MEETING
of the holders of its outstanding
U.S.$500,000,000 7.75% Notes due 2022


Unrestricted Global Note ISIN: XS0800346362 ; Common Code: 080034636
 Restricted Global Notes ISIN:
  US37363BAA61; Common Code: 080082215; CUSIP: 37363B AA6

(the "Notes")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of Notes (the "Noteholders"), which is hereby being convened by JSC Georgian Railway (the "Issuer"), will be held by teleconference on 24 June 2021 for the purpose of considering and, if thought fit, passing the resolution set out below in respect of the Notes.  The Meeting will commence at 11:30 a.m. (London time).  Capitalised terms used but not defined in this Notice have the meanings given to them in the terms and conditions of the Notes (the "Conditions") set out in the Fiscal Agency Agreement dated 5 July 2012 (the "Fiscal Agency Agreement") among the Issuer, Citibank N.A., London Branch (the "Fiscal Agent") and the agents named therein.

In light of the ongoing developments in relation to the coronavirus pandemic (COVID-19), the Issuer has determined that it would be inadvisable to hold the Meeting in person and, accordingly, the meeting shall be held by teleconference.

Unless the context otherwise requires, capitalised terms used in this notice shall bear the meanings given to them in the Consent Solicitation Memorandum (as defined herein).

EXTRAORDINARY RESOLUTION

"THAT this meeting (the "Meeting") of the holders (the "Noteholders") of the outstanding U.S.$500,000,000 7.75% Notes due 2022 (the "Notes") of JSC Georgian Railway (the "Issuer") having the benefit of a Fiscal Agency Agreement dated 5 July 2012 (the "Fiscal Agency Agreement") among the Issuer, Citibank N.A., London Branch (the "Fiscal Agent") and the agents named therein hereby:

1.  assents to, and sanctions, the modifications of the terms and conditions of the Notes as set out in Schedule 3 of the Fiscal Agency Agreement (the "Conditions"), as follows:

(x)  the insertion of a new paragraph (f) at the end of Condition 5 (Redemption and Purchase) of the Conditions, which shall read in its entirety as follows:

"(f) Mandatory Early Redemption by the Issuer:  The Issuer shall, on or immediately following (and in no event more than two Business Days following) [Date*], redeem all, but not some only, of the Notes that remain outstanding on [Date*] (which shall not, for the avoidance of doubt, include any Notes that have been or are to be purchased by the Issuer pursuant to the Offer) at the Early Redemption Amount together with unpaid accrued interest in respect of such Notes (for such purpose assuming that any accrued interest would otherwise be paid in full on the next succeeding Interest Payment Date in accordance with Condition 9), from (and including) the immediately preceding Interest Payment Date to (but excluding) [Date*].

[* The date to be inserted will be the Early Redemption Date, as defined in the Tender Offer and Consent Solicitation   Memorandum, which is expected to be 29 June 2021.]

For the purposes of this Condition 5(f):

"Early Redemption Amount" means U.S.$1,052.50 per U.S.$1,000 in principal amount of the Notes;

"Offer" means the invitation by the Issuer to Noteholders (subject to the Offer and Distribution Restrictions) to tender their Notes for purchase by the Issuer for cash, as set out in the Tender Offer and Consent Solicitation Memorandum [Any amendments made prior to the date of the supplemental fiscal agency agreement will also be specifically referred to here];

"Offer and Distribution Restrictions" means the restrictions on the Noteholders to whom the Offer was made, as set out in the Tender Offer and Consent Solicitation Memorandum; and

"Tender Offer and Consent Solicitation Memorandum" means the Tender Offer and Consent Solicitation Memorandum dated 26 May 2021 prepared by the Issuer."

provided that the effectiveness of any modification to the Conditions as set out in this paragraph 1(x) to the Extraordinary Resolution is conditional upon the completion of the invitation by the Issuer to Noteholders to tender any and all of the Notes for purchase by the Issuer for cash, as set out in the Tender Offer and Consent Solicitation Memorandum, which is, in turn, subject to the satisfaction (or waiver) of the Conditions to the Offer (as defined in the Tender Offer and Consent Solicitation Memorandum) (including the New Financing Condition (as defined in the Tender Offer and Consent Solicitation Memorandum)), as determined by the Issuer in its sole and absolute discretion and confirmed by notice given by the Issuer to the Noteholders; and

(y)  the deletion of limb (D) under the definition of "Incur" set out in paragraph (vii) of the definitions in Condition 3 and its replacement with the following:

"(D)  any additional Financial Indebtedness, not covered by (A) to (C) (inclusive) above, not to exceed U.S.$50,000,000 at any time outstanding,"

2.  in order to give effect to the modifications set out in paragraph 1, authorises, directs, requests and empowers the Fiscal Agent, the Transfer Agent and the Registrar (and authorises, directs, requests and empowers the Issuer to direct the Fiscal Agent, the Transfer Agent and the Registrar) to enter into the Supplemental Fiscal Agency Agreement to effect the consents, amendments and modifications referred to in this Extraordinary Resolution in the form of the draft produced to the Meeting;

3.  approves the Consent Solicitation to which this Extraordinary Resolution relates as described in the Tender Offer and Consent Solicitation Memorandum, and its implementation on and subject to the conditions set out in paragraphs 1 and 2 of this Extraordinary Resolution;

4.  sanctions every abrogation, modification or compromise of, or arrangement in respect of, the rights of the Noteholders appertaining to the Notes against the Issuer involved in or resulting from, or to be effected by, the amendments, modifications, waivers and releases referred to in this Extraordinary Resolution, together with their implementation;

5.  with retroactive effect, assents to and sanctions the fixing of the record date by the Issuer of 5:00 p.m. (New York City time) on 8 June 2021 in respect of the Proposal (as defined below), notwithstanding the requirements of paragraph 2.5 of Schedule 4 to the Fiscal Agency Agreement, and irrevocably waives any Event of Default which may have occurred as a result of the Issuer so doing;

6.  with retroactive effect, assents to and sanctions the fixing of the time for delivery of proxies or sub-proxies in respect of the Meeting to the Fiscal Agent, Registrar or the Paying and Transfer Agent (as applicable) as one hour prior to the Meeting (in place of 48 hours prior to the Meeting) notwithstanding the requirements of paragraphs 2.1, 2.2 and 2.3 of Schedule 4 to the Fiscal Agency Agreement, and irrevocably waives any Event of Default which may have occurred as a result of the Issuer so doing;

7.  discharges, holds harmless and exonerates the Issuer, the Fiscal Agent and the Tender and Information Agent from all liability for which it or they may have become or may become liable under the Fiscal Agency Agreement, or the Notes in respect of any act or omission including, without limitation, in connection with this Extraordinary Resolution;

8.  acknowledges and agrees that the implementation of this Extraordinary Resolution shall be in all respects conditional on (a) the approval of this Extraordinary Resolution by the Required Proportion, (b) the Issuer not having previously terminated the Consent Solicitation in accordance with the provisions for such termination set out in the Tender Offer and Consent Solicitation Memorandum and (c) the acceptance for purchase by the Issuer of the Notes validly tendered in the Offe r.

Background

The Issuer has convened the Meeting for the purpose of enabling Noteholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the Notes.

Noteholders are further given notice that the Issuer has (i) invited Noteholders (subject to certain offer and distribution restrictions, as referred to below and more fully described in the Tender Offer and Consent Solicitation Memorandum) to tender any and all Notes for purchase by the Issuer for cash (the "Offer") and (ii) invited Noteholders to, inter alia, approve the modifications of the Conditions (as described in paragraph 1 of the Extraordinary Resolution above) to (x) 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; and (y) provide that the Issuer shall redeem all, but not some only, of the Notes remaining (if any) on completion of the Offer on or immediately following a date that is expected to be 29 June 2021 at the Early Redemption Amount, which shall be equal to the Tender Offer Consideration as specified in the Tender Offer and Consent Solicitation Memorandum, together with Accrued Interest in respect of the Notes (for such purpose assuming that any Accrued Interest would otherwise be paid in full on the next succeeding interest payment date), from (and including) the immediately preceding interest payment date to (but excluding) the Early Redemption Date (the "Proposal"), each as further described in the Tender Offer and Consent Solicitation Memorandum.

The Offer is subject to offer and distribution restrictions in, among other countries, the United Kingdom, Italy, France the European Economic Area and Georgia, all as more fully described in the Tender Offer and Consent Solicitation Memorandum.

General

Subject to the offer and distribution restrictions set out in the Tender Offer and Consent Solicitation Memorandum, Noteholders may obtain, from the date of this Notice, a copy of the Tender Offer and Consent Solicitation Memorandum from the Tender and Tabulation Agent, the contact details for whom are set out below.  A Noteholder will be required to produce evidence satisfactory to the Tender and Tabulation Agent as to its status as a Noteholder and that it is a person to whom the Offer is being made (pursuant to the offer and distribution restrictions referred to above) or to whom it is lawful to send the Tender Offer and Consent Solicitation Memorandum and to make an invitation pursuant to the Tender Offer and the Proposal under applicable laws before being sent a copy of the Tender Offer and Consent Solicitation Memorandum.

Copies of (i) this Notice and the Tender Offer and Consent Solicitation Memorandum, (ii) the Fiscal Agency Agreement, and (iii) the current draft of the Supplemental Fiscal Agency Agreement as referred to in paragraph 2 of the Extraordinary Resolution, are also available for inspection by Noteholders on and from the date of this Notice up to and including the date of the Meeting, at the specified office of the Tender and Tabulation Agent during normal business hours on any day (Saturdays, Sundays and public holidays excepted). Any revised version of the draft Supplemental Fiscal Agency Agreement made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the Supplemental Fiscal Agency Agreement and Noteholders will be deemed to have notice of any such changes.

By participating in the Offer, Noteholders will be deemed to have acknowledged that the communication and transmission systems and information sharing platforms used for a virtual meeting may not be secure and there are security and other risks associated with the use of these systems and platforms. In no event shall the Issuer, the Tender and Tabulation Agent, the Fiscal Agency or any other agent be liable for any losses or liabilities to any person as a result of, or in connection with, receiving or transmitting any information relating to the holding or conducting of virtual meeting via any non-secure method of transmission or communication or the use of any information sharing platform.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or the meeting held following any adjournment of the Meeting, which are set out at "-Voting and Quorum" below.  Having regard to such requirements, Noteholders are urged either to attend the Meeting (by teleconference) or to take steps to be represented at the Meeting (including by way of submitting Tender Instructions or Voting Instructions in favour of the Proposal (all such terms as defined in the Tender Offer and Consent Solicitation Memorandum)) as soon as possible.  Noteholders who attend the Meeting or take steps to be represented at the Meeting other than by way of submitting Tender Instructions or Voting Instructions in favour of the Proposal by the Early Participation Deadline should note that they will not be eligible to receive the Early Tender Premium or Early Consent Fee (as applicable) described in the Tender Offer and Consent Solicitation Memorandum.

Voting and Participation Deadlines

In order to participate or be represented at the Meeting (by teleconference), Noteholders must have submitted Tender Instructions or Voting Instructions by 11:59 p.m. (New York City time) on 23 June 2021 (the "Expiration Deadline") or otherwise made arrangements to attend (by teleconference) or be represented at the Meeting by the Expiration Deadline in accordance with the provisions of Schedule 3 (Provisions for Meetings of Noteholders) of the Fiscal Agency Agreement (as modified by the Extraordinary Resolution).

In order to receive the Early Tender Premium or Early Consent Fee (as applicable) described in the Tender Offer and Consent Solicitation Memorandum, Noteholders must submit Tender Instructions or Voting Instructions in favour of the Proposal (as applicable) by the Early Participation Deadline (as defined in the Tender Offer and Consent Solicitation Memorandum).

Voting and Quorum

The provisions governing the convening and holding of a meeting of the Noteholders are set out in Schedule 4 to the Fiscal Agency Agreement, a copy of which is available for inspection by the Noteholders as referred to below.

An Eligible Noteholder may, by an instrument in writing in the English language (a "form of proxy") in the form available from the office of Citigroup Global Markets Europe AG (the "Registrar") signed by the Eligible Noteholder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and, in either case, delivered to the specified office of the Registrar or the Paying and Transfer Agent (as defined in the Fiscal Agency Agreement) not less than 1 hour before the time fixed for the Meeting, appoint any person (a "proxy") to act on his or its behalf in connection with the Meeting. Such proxies should contact Citibank N.A., London Branch (the "Tender and Tabulation Agent"), whose contact details are set out on the last page of this Notice of Meeting, and will be provided ahead of the Meeting with further details by the Tender and Tabulation Agent and/or the chairman of the Meeting for attending the Meeting by teleconference and communicating their votes during the Meeting.

A proxy so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with the Meeting, to be holder of the Notes to which such appointment relates and the Noteholder shall be deemed for such purposes not to be the holder or owner.

The quorum required for the Extraordinary Resolution to be considered at the Meeting is two or more persons present in person holding or representing in the aggregate not less than 75% in principal amount of such Notes for the time being outstanding.

If within 15 minutes from the time appointed for the Meeting a quorum is not present the Meeting shall be adjourned for such period, not being less than 14 days nor more than 42 days, as maybe appointed by the chairman either at or after the Meeting.  At least 10 days' notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such meeting.  At any such adjourned Meeting, the quorum required for the Extraordinary Resolution to be considered at the Meeting is two or more persons present in person holding or representing in the aggregate not less than 25% in principal amount of such Notes for the time being outstanding.

Noteholders should note these quorum requirements and should be aware that, if the Noteholders either present or appropriately represented at the Meeting are insufficient to form a quorum for the Extraordinary Resolution, such Extraordinary Resolution (and consequently, the relevant aspects of the Consent Solicitation) cannot be formally considered thereat.

On a show of hands, every person who is present in person and is a proxy shall have one vote.

Unless a poll is demanded by the chairman of the Meeting, a declaration by the chairman of the Meeting that a resolution has or has not been passed shall be conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of, or against, such Extraordinary Resolution.

On a poll, it shall be taken in such manner and either at once or after such adjournment as the chairman of the Meeting directs.  The result of the poll shall be deemed to be the resolution of the Meeting at which it was demanded as at the date it was taken.

To be approved at the Meeting, the Extraordinary Resolution must be passed at the Meeting by the affirmative vote of such holders present in person or represented by proxy or representative owning in the aggregate at least 75% in principal amount of such Notes owned by the holders who are so present or represented at the meeting.  If passed, the Extraordinary Resolution shall be binding on all Noteholders whether or not present at the Meeting at which it is passed and whether or not voting.

This notice and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and shall be construed in accordance with, English law.

This Notice is given by:

JSC GEORGIAN RAILWAY

26 May 2021

Noteholders should contact the following for further information:

The Dealer Managers and Solicitation Agents

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]

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]

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