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JSC Georgia Capital - Tender Offer - Update

NOTICE OF MAKE-WHOLE REDEMPTION

JSC Georgia Capital (the "Issuer")

To the holders of the U.S.$300,000,0001 6.125% notes due 2024

(Regulation S : ISIN XS1778929478; Common Code 177892947, Rule 144A ISIN US373143AA49; Common Code 178546554; CUSIP 373143AA4 (the "Notes")

09 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Euronext


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"The Issuer hereby gives notice that it will redeem all of the Notes outstanding on 4 September 2023 (the "Call Settlement Date"). This notice constitutes a notice of redemption for the purposes of Condition 6(c) (Optional Redemption at Make Whole) of the Notes.


The Notes will be redeemed at the price determined in accordance with Condition 6(c). The price at which the Notes will be redeemed shall be announced on 4 September 2023. Payment in relation to the Notes will be made in accordance with the usual procedures of Euroclear and/or Clearstream, Luxembourg. Following the Call Settlement Date, the Notes so redeemed will be cancelled."


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JSC GEORGIA CAPITAL ANNOUNCES RESULTS OF TENDER OFFER TO PURCHASE NOTES FOR CASH

09 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Euronext


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"Results of the Tender Offer


The Tender Offer expired at 11:59 p.m. (New York time) on 8 August 2023. The following table sets forth the results of the Tender Offer, including the aggregate principal amount of Notes accepted for purchase and the Purchase Price per U.S. $1,000 in principal amount of Notes accepted for purchase in the Tender Offer, as determined in accordance with the terms as set out in the Tender Offer Memorandum.



New Financing Condition


The Issuer confirms that the New Financing Condition has been satisfied."


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JSC GEORGIA CAPITAL ANNOUNCES INVITATION TO PURCHASE NOTES FOR CASH

12 JULY 2023


Full announcement including disclaimers and offer restrictions available via Lonse


"JSC Georgia Capital (the "Issuer") has today launched an invitation to holders (the "Noteholders") of its outstanding U.S.$300,000,000[1] 6.125% notes due 2024 (the "Notes"),to tender their Notes for purchase by the Issuer for cash (the "Tender Offer") subject to the offer and distribution restrictions below, and upon the terms set forth in a tender offer memorandum dated 12 July 2023 (as it may be amended or supplemented from time to time, the "Tender Offer Memorandum"). "


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Summary of the Tender Offer



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"Rationale for the Tender Offer


At the latest investor day held on 9 May 2022, the Issuer announced its intention to deleverage its balance sheet and extend the debt maturity. As such, the Issuer is launching the Tender Offer in order to meet its deleveraging target. The Issuer intends to issue the New Notes (as defined below), subject to market conditions, in order to extend its debt maturity profile.


Any Notes tendered and accepted for purchase by the Issuer will be transferred to and held by the Issuer in accordance with the terms and conditions of the Notes and, if decided by the Issuer in its sole discretion may be cancelled in full or in part immediately after or at any time following completion of the Tender Offer. The Issuer will use its available cash on hand to consummate the Tender Offer."


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