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
|
ir@bog.ge
|
Cavendish Capital Markets Limited (Sole Sponsor)
|
|
Matt Lewis
Marc Milmo
Ben Jeynes
Hamish Waller
|
+44 20 7220 0500
|
J.P.
Morgan Securities plc (Sole
Financial Adviser)
|
|
Michael Machaj
|
+44 20 7134 7265
|
MHP
Communications (Financial Public
Relations)
|
|
Reg Hoare
Robert Collett-Creedy
|
+44 (0) 7736 464749
bgeo@mhpgroup.com
|
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
|
+44 203 178 4034
|
+995 322 444 444 (7515)
|
moliver@bgeo.com
|
ir@bog.ge
|
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