Publication of Circular and GM Notice

Bank of Georgia Group PLC

19 February 2024

 

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

London, 19 February 2024

Bank of Georgia Group PLC

Publication of Circular and Notice of Bank of Georgia Group PLC's General Meeting to approve the proposed Acquisition of Ameriabank CJSC

Earlier today, Bank of Georgia Group PLC ("BOGG" or the "Group") announced that it had entered into a conditional agreement to acquire 100% of the total issued share capital of Ameriabank CJSC (the "Acquisition"). BOGG is pleased to announce that a circular relating to the proposed Acquisition together with a notice of General Meeting (the "Circular") has been approved by the UK Financial Conduct Authority ("FCA") and published today.

The proposed Acquisition constitutes a Class 1 transaction under the UK Listing Rules and is therefore conditional upon shareholder approval being obtained by way of an ordinary resolution passed at the BOGG General Meeting. As detailed in the Circular, the BOGG General Meeting convened to approve the Acquisition will be held at 11:00 a.m. on 14 March 2024 at 280 Bishopsgate, London, EC2M 4RB.

BOGG confirms that, in accordance with Listing Rule 9.6.1, the Circular has been submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the Circular will be made available to shareholders in accordance with their communication preference and will also be available for download on BOGG's website at https://bankofgeorgiagroup.com/information/meetings.

Any capitalised terms used in this Announcement and not otherwise defined shall have the meaning given to them in the Circular.

Enquiries

Bank of Georgia Group PLC
Mel Carvill, Chairman Archil Gachechiladze, Chief Executive Officer Michael Oliver, Adviser to the CEO Nini Arshakuni, Head of Investor Relations	[e-mail]
Cavendish Capital Markets Limited (Sole Sponsor)
Matt Lewis Marc Milmo Ben Jeynes Hamish Waller	[phone]
J.P. Morgan Securities plc (Sole Financial Adviser)
Michael Machaj	[phone]
MHP Communications (Financial Public Relations)
Reg Hoare Robert Collett-Creedy	[phone] [e-mail]

Baker & McKenzie LLP is acting as legal adviser to the Company. Travers Smith LLP is acting as legal adviser to Cavendish.

IMPORTANT NOTICES

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any restrictions in such laws or regulations.

This announcement does not constitute or form part of any offer, invitation to sell, otherwise dispose of or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities nor shall it or any part of it, nor the fact of its distribution, form the basis of, or be relied on in connection with, any contract commitment or investment decision.

Cavendish Capital Markets Ltd ("Cavendish") which is authorised and regulated by the FCA in the United Kingdom is acting exclusively as sponsor for the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Acquisition, the contents of this announcement or any other matter or arrangement referred to in this announcement.

J.P. Morgan Securities plc ("J.P. Morgan") which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority, is acting as financial adviser exclusively for the Company and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish and J.P. Morgan by the Financial Services and Markets Act 2000, as amended (the "FSMA") or the regulatory regime established thereunder, neither Cavendish or J.P. Morgan nor any of their respective affiliates accept any responsibility or liability whatsoever and make no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Company, or on the Company's behalf in connection with the Group, the Enlarged Group or the Acquisition and nothing contained in this announcement is, or shall be, replied upon as a promise or representation in this respect, whether or not as to the past or the future in connection with the Company or the Acquisition. Cavendish and J.P. Morgan and their respective affiliates accordingly disclaim to the fullest extent permitted by applicable law all and any duty, liability or responsibility whatsoever (whether direct or indirect and whether arsing in tort, contract, under statute or otherwise (save as referred to above)) which they might otherwise be found to have in respect of this announcement or any such statement or otherwise.

Name of authorised official of issuer responsible for making notification: Nini Arshakuni, Head of Investor Relations

About Bank of Georgia Group PLC

Bank of Georgia Group PLC (the "Company" - LSE: BGEO LN) is a FTSE-250 company. Its core entity is JSC Bank of Georgia ("Bank of Georgia", "BOG", or the "Bank"), a digital banking leader in Georgia that provides a suite of banking and financial services to retail clients and businesses. By building on its competitive strengths, the Group is committed to delivering strong profitability sustainably and maximising shareholder value.

Legal Entity Identifier: 213800XKDG12NQG8VC53

For further information, please visit www.bankofgeorgiagroup.com or contact:

Michael Oliver	Nini Arshakuni
Adviser to the CEO	Head of Investor Relations
[phone]	[phone] (7515)
[e-mail]	[e-mail]

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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

 

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