JSC Georgian Oil and Gas Corporation Announces Final Tender Results

TBILISI, Georgia, May 4, 2016 /PRNewswire/ -- On 4 April 2016, JSC Georgian Oil and Gas Corporation (the "Issuer") launched an invitation to each holder (a "Holder") of its U.S.$250,000,000 6.875% Notes due 2017 issued on 16 May 2012 (the "Notes", ISINs: XS0652911420 (Unrestricted Notes) / US37363CAA45 (Restricted Notes)) (subject to certain offer and distribution restrictions set out in the Tender Offer Memorandum (as defined below)) to tender any and all Notes held by it for purchase by the Issuer for cash (the "Tender Offer"), on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 4 April 2016 (the "Tender Offer Memorandum"). The Issuer further announced early results of the Tender Offer on 18 April 2016 and, after extending the Early Participation Deadline and the Expiration Deadline, further results on 25 April 2016. Capitalised terms used and not otherwise defined in this announcement have the meaning given to them in the Tender Offer Memorandum. Further to these announcements, the Issuer hereby announces that no further Notes were validly tendered (and not validly withdrawn) between the extended Early Participation Deadline and the Expiration Deadline (being 11:59 pm (New York time) on 3 May 2016), and, accordingly, the aggregate principal amount of Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer is U.S.$196,545,000.

On 26 April 2016, the Issuer issued its U.S.$250,000,000 6.750% Notes due 2021. Accordingly, the Issuer hereby announces that the New Financing Condition has been satisfied. 

The Issuer hereby announces that it has accepted for purchase all Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer, being U.S.$196,545,000 in aggregate principal amount of Notes.

Subject to the terms of the Tender Offer Memorandum, the Issuer will pay to Holders of Notes accepted for purchase the applicable Total Consideration, including amounts of Accrued Interest, for their Notes, in cash, on 6 May 2016.

All documentation relating to the Tender Offer is available via http://sites.dfkingltd.com/gogc.

The Dealer Managers are Barclays (+44(0)20-3134-8515/+1(212)528-7581 (U.S. Collect)/+1(800)438-3242 (U.S. Toll Free), [email protected]) and J.P. Morgan (+44(0)20-7134-2468, [email protected]).

The Information and Tender Agent is DF King Ltd. (+44(0)20-7920-9700/ +1(212)269-5550/ +1(800)622-1569 (U.S. Toll Free)/ +852-3953-7230, [email protected]).

This announcement is for informational purposes only. The Tender Offer is being made only pursuant to the Tender Offer Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the announcement dated 25 April 2016, the announcement dated 19 April 2016, the announcement dated 18 April 2016, the announcement dated 4 April 2016 or the Tender Offer Memorandum constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

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SOURCE JSC Georgian Oil and Gas Corporation