27th Jan 2026 09:51
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 DOCUMENT
27 January 2026
GEORGIA ANNOUNCES FINAL RESULTS OF
TENDER OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
U.S.$500,000,000 2.750 PER CENT. NOTES DUE 2026
On 19 January 2026, Georgia (the "Issuer" or "Georgia") acting through the Ministry of Finance of Georgia (the "Ministry of Finance") launched an invitation to holders (the "Noteholders") of the U.S.$500,000,000 2.750 per cent. Notes due 2026 (Reg S ISIN: XS2334109423 / Reg S Common Code: 233410942 / 144A ISIN: US37311PAB67 / 144A Common Code: 233456969 / CUSIP: 37311PAB6) of which U.S.$500,000,000 in principal amount is currently outstanding (the "Notes") issued by Georgia, subject to the offer and distribution restrictions and upon the terms and subject to the conditions set forth in a tender offer memorandum dated 19 January 2026 (as it may be amended or supplemented from time to time, the "Tender Offer Memorandum"), to tender for purchase for cash any and all of the outstanding Notes, in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer".
Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Tender Offer has been made subject to the terms and conditions set forth in the Tender Offer Memorandum, including the settlement of the issuance of U.S.$500,000,000 5.125 per cent. Notes due 2031 by the Issuer (Reg S ISIN: XS3262542155 / Reg S Common Code: 326254215 / 144A ISIN: US373357AA08 / 144A Common Code: 328352265 / CUSIP: 373357 AA0) (such settlement, the "Financing Condition").
Further to the announcement of the Tender Offer on 19 January 2026, Georgia hereby informs Noteholders that (i) it currently expects the Financing Condition to be satisfied by the Payment Date (as defined below); and (ii) it has accepted for purchase the validly tendered Notes at the Purchase Price as set forth in the table below.
Description of the Notes | Outstanding Principal Amount | ISIN / Common Code / CUSIP | PurchasePrice | Total Aggregate Principal Amount of Notes Accepted for Purchase |
U.S.$500,000,000 2.750 per cent. Notes due 2026 | U.S.$500,000,000 | 144A Notes: US37311PAB67 / 233456969 / 37311PAB6 Reg S Notes: XS2334109423 / 233410942 / N/A
| U.S.$1,000 per U.S.$1,000 in principal amount of Notes | U.S.$393,481,000 |
On or about 28 January 2026 (the "Payment Date"), subject to the conditions described in the Tender Offer Memorandum, Noteholders of such Notes will be paid: (i) the Purchase Price for the validly tendered and accepted Notes, and (ii) the Accrued Interest Amount from (and including) the immediately preceding interest payment date up to but not including the Payment Date.
The Notes acquired in the Tender Offer will be cancelled.
The Tender Offer has now expired and no further Notes can be tendered for purchase.
Following settlement of the Tender Offer on the Payment Date, U.S.$106,519,000 in principal amount of Notes will remain outstanding.
For Further Information
A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Further details about the Tender Offer can be obtained from:
The Dealer Managers
Requests for information in relation to the Tender Offer should be directed to:
Citigroup Global Markets Limited Citigroup CentreCanada SquareCanary WharfLondon E14 5LBUnited Kingdom For information by telephone:+44 20 7986 8969E‑mail:[email protected]Attention: Liability Management Group | J.P. Morgan Securities plc25 Bank StreetCanary WharfLondon E14 5JPUnited KingdomFor information by telephone:+44 20 7134 2468E-mail: [email protected]Attention: Liability Management |
ICBC Standard Bank Plc20 Gresham StreetLondon EC2V 7JEUnited KingdomFor information by telephone: +44 (0)203 145 5000E-mail: [email protected] Attention: Debt Capital Markets Team | Société Générale Immeuble Basalte17 Cours ValmyCA 5031892972 Paris La Défense CedexFranceFor information by telephone: +33 1 42 13 32 40E‑mail: [email protected]Attention: Liability Management |
The Tender Agent
Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an electronic instruction should be directed to the Tender Agent:
Citibank, N.A., London Branch
Citigroup CentreCanada SquareCanary WharfLondon E14 5LBUnited KingdomTelephone: +44 20 7508 3867
Tender Offer Website: https://debtxportal.issuerservices.citigroup.com
A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.
DISCLAIMER
This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being made in the United States.
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any notes is being made pursuant to this announcement.
This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction or circumstances in which such offer or solicitation is unlawful.
Related Shares:
Georgia 26 SGeorgia 26 A