TIDM45ET
RNS Number : 6286F
JSC Georgian Railway
18 June 2012
18 June 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED
STATES OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT. THE INVITATION IS SUBJECT TO RESTRICTIONS IN
CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES, THE UNITED
KINGDOM, THE REPUBLIC OF ITALY, BELGIUM AND FRANCE), AS MORE FULLY
DESCRIBED IN THE TENDER OFFER MEMORANDUM. JSC GEORGIAN RAILWAY
ANNOUNCES INVITATION TO TENDER FOR PURCHASE FOR CASH any and all
of its outstanding
U.S.$250,000,000 9.875% Notes due 2015
(the "Notes" and the holders of the Notes being the
"Holders")
JSC Georgian Railway (the "Issuer") has today launched an
invitation to all Holders (subject to the offer restrictions set
out in the Tender Offer Memorandum (as defined below)) to tender
any and all of their Notes for purchase by the Issuer for cash (the
"Invitation"), all as more fully described herein and in the Tender
Offer Memorandum.
The rationale for the Invitation is to manage the Issuer's
existing indebtedness, in particular, to extend the maturity
profile and improve the pricing of its indebtedness.
The Invitation is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 18 June
2012 (the "Tender Offer Memorandum"), copies of which may be
obtained free of charge from Lucid Issuer Services Limited (the
"Tender Agent"). Capitalised terms used and not otherwise defined
in this announcement have the meaning given to them in the Tender
Offer Memorandum.
Description of the Common code Outstanding Amount Purchase
Notes /ISIN principal subject Price
amount to the
Offer
U.S.$250,000,000 052394775/ U.S.$250,000,000 Any and U.S.$1,112.50
9.875% Notes XS0523947751 all for each
due 2015 U.S.$1,000
in principal
amount
The Issuer has also announced today its intention, subject to
market conditions, to issue new notes denominated in U.S. dollar
(the "New Notes"). The Issuer will decide, in its sole discretion,
whether to accept for purchase Notes validly tendered in the
Invitation subject to the Issuer being satisfied that it has
received an amount by way of proceeds of the issue of the New Notes
which is sufficient (as determined by the Issuer in its sole
discretion) in order to enable it to finance, in whole or in part,
the payment by it of the Purchase Price and Accrued Interest for
the Notes validly tendered pursuant to the Invitation. The
requirement for the Issuer to be so satisfied for the making of
this decision is referred to herein as the "New Financing
Condition".
The amount payable by the Issuer for each U.S.$1,000 in
outstanding principal amount of the Notes accepted for purchase
pursuant to the Invitation will be the purchase price set out in
the table above (the "Purchase Price"). Accrued Interest will be
paid on the Settlement Date in respect of Notes accepted for
purchase, all as more fully described in the Tender Offer
Memorandum.
The Invitation begins today, 18 June 2012 and will expire at
5.00 p.m. London time on 25 June 2012 (the "Expiration Deadline"),
unless extended, re-opened or terminated as provided in the Tender
Offer Memorandum.
No later than two Business Days immediately following the
Expiration Deadline, the Issuer will announce whether it will,
subject to satisfaction of the New Financing Condition on or prior
to the Settlement Date, accept for purchase Notes validly tendered
pursuant to the Invitation and the aggregate principal amount of
validly tendered Notes (if any) it will (subject as aforesaid)
accept for purchase.
The Issuer expects to announce on or about 5 July 2012 whether
the New Financing Condition has been satisfied (following receipt
by it or on its behalf of the proceeds of the issue of New Notes)
and the date for settlement in respect of Notes accepted for
purchase (the "Settlement Date") and the amount of Accrued Interest
to be paid on the Settlement Date in respect of the Notes accepted
for purchase.
The Settlement Date is expected to be on or about 5 July
2012.
Holders may only validly offer to tender Notes in principal
amounts of U.S.$100,000 or integral multiples of U.S.$1,000 in
excess thereof.
In order to be eligible to receive the Purchase Price, Holders
must validly tender their Notes by the Expiration Deadline, by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by the
Expiration Deadline. Notes can only be tendered pursuant to the
Invitation in accordance with the procedures described in the
Tender Offer Memorandum under the heading "Procedures for
Participating in the Invitation".
Tenders of Notes pursuant to the Invitation will be irrevocable
except in the limited circumstances described in the Tender Offer
Memorandum under the heading "Amendment and Termination".
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes whether such
intermediary would require to receive instructions to participate
in the Invitation before the deadline specified above. The
deadlines set by each Clearing System for the submission of Tender
Instructions will also be earlier than the deadline set out above
and in the Tender Offer Memorandum.
Holders who do not participate in the Invitation, or whose Notes
are not accepted for purchase by the Issuer, will continue to hold
their Notes subject to the terms and conditions of the Notes.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on, the procedures
for participating in the Invitation.
Requests for information in relation to the pricing of the
Invitation should be directed to the Dealer Managers:
THE DEALER MANAGERS
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
For information by telephone:
+44 (0) 20 7774 4799
Attention: Liability Management Group
Email: liabilitymanagement.eu@gs.com
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ
United Kingdom
For information by telephone:
+44 (0) 20 7777 3548
Attention: Liability Management
Email: emea_lm@jpmorgan.com
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
For information by telephone:
+44 (0) 20 7995 3715 / 2324
Attention: Liability Management Group - John M. Cavanagh
/ Tommaso Gros-Pietro
Email: john.m.cavanagh@baml.com / tommaso.gros-pietro@baml.com
Requests for information in relation to the procedures for
tendering Notes in, and for any documents or materials relating
to, the Invitation should be directed to the Tender Agent:
THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
For information by telephone: +44 (0) 20 7704 0880
Attention: Thomas Choquet
Email: georgianrailway@lucid-is.com
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which must be read carefully before
any decision is made with respect to the Invitation. If any Holder
is in any doubt as to the action it should take, it is recommended
to seek its own legal, tax, and financial advice, including as to
any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent financial adviser. Any
person whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Notes in the Invitation. None of
the Issuer, the Dealer Managers, the Tender Agent, or any person
who controls, or is a director, officer, employee or agent of such
persons, or any affiliate of such persons, makes any recommendation
as to whether Holders should tender Notes in the Invitation.
No offer or invitation to acquire any securities is being made
pursuant to this announcement. Nothing in this announcement or the
Tender Offer Memorandum constitutes an invitation to participate in
the Invitation in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such an invitation
under applicable securities laws. Tenders of Notes for purchase
pursuant to the Invitation will not be accepted from Holders in any
jurisdiction where any such offer or invitation is unlawful.
OFFER RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Notes and tenders of Notes for purchase in the Invitation will not
be accepted from Holders in any jurisdiction in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Invitation to be
made by a licensed broker or dealer and any of the Dealer Managers
or any of their respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Invitation shall be deemed to
be made by such Dealer Manager or affiliate, as the case may be, on
behalf of the Issuer in such jurisdiction.
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Tender Offer
Memorandum comes are required by the Issuer, the Dealer Managers
and the Tender Agent to inform themselves about, and to observe,
any such restrictions.
United States
The Invitation is not being made, and will not be made, directly
or indirectly, in or into, or by use of the mail of, or by any
means or instrumentality of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the United
States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet.
The Notes may not be tendered in the Invitation by any such use,
means, instrumentality or facility from or within the United States
or by persons located or resident in the United States as defined
in Regulation S of the United States Securities Act of 1933, as
amended. Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Invitation are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States. Any purported offer to sell
in response to the Invitation resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
offers to sell made by a person located in the United States or any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Each Holder participating in the Invitation will represent that
it is not located in the United States and is not participating in
the Invitation from the United States or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Invitation
from the United States. For the purposes of this and the above
paragraph, "United States" means United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Invitation 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.
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 as a financial promotion is only being made to persons
within the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order")) or within Article 43(2) of the Order, or to
other persons to whom it may lawfully be communicated.
Italy
None of this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Invitation have been
submitted to the clearance procedures of the Commissione Nazionale
per le Societa e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. The Invitation is being carried out in 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, letter
b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes that are located in Italy
can tender Notes for purchase in the Invitation 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. 16190 of 29 October 2007, 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.
Belgium
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Invitation have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autorite des
services et marches financiers / Autoriteit voor Financiele
Diensten en Markten) (the "FSMA") and, accordingly, the Invitation
is not and may not be made, directly or indirectly, to the public
in Belgium by way of a public offering pursuant to Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids (Loi
relative aux offres publiques d'acquisition / Wet op de openbare
overnamebiedingen), as amended or replaced from time to time.
Accordingly, the Invitation may not be advertised or made (either
directly or indirectly) and the Invitation will not be extended,
and neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Invitation (including
any memorandum, information circular, brochure or any similar
documents) have been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" (investisseurs qualifies / gekwalificeerde
beleggers) in the sense of Article 10 of the Belgian Law of 16 June
2006 on the public offer of placement instruments and the admission
to trading of placement instruments on regulated markets (Loi
relative aux offres publiques d'instruments de placement et aux
admissions d'instruments de placement a la negociation sur des
marches reglementes / Wet op de openbare aanbieding van
beleggingsinstrumenten en de toelating van beleggingsinstrumenten
tot de verhandeling op een gereglementeerde markt), acting on their
own account. Insofar as Belgium is concerned, this announcement and
the Tender Offer Memorandum have been issued only for the personal
use of the above qualified investors and exclusively for the
purpose of the Invitation. Accordingly, the information contained
in this announcement and the Tender Offer Memorandum may not be
used for any other purpose or disclosed to any other person in
Belgium.
France
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Invitation have been
submitted to or approved by the French Financial Markets Authority
(Autorite des Marches Financiers). Accordingly, the Invitation may
not be made in the Republic of France ("France") by way of an offer
of securities to the public (offre au public de titres financiers)
under Article L.411-1 of the French Code monetaire et financier,
therefore the Invitation is not being made and shall not be made,
directly nor indirectly, to the public in France. The Invitation
may not be advertised and the Invitation will not be extended, and
neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Invitation (including
any memorandum, information circular, brochure or any similar
document) has been or shall be distributed or made available,
directly or indirectly, to any person in France other than (and
exclusively), (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifies) provided that such qualified investors
are acting for their own account, all as defined in, and in
accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3
of the French Code monetaire et financier.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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