JSC Georgian Oil and Gas Corporation - Announcement of Tender Offer

LONDON, April 4, 2016 /PRNewswire/ -- JSC Georgian Oil and Gas Corporation (the "Issuer") has today launched an invitation to each Holder (subject to certain offer and distribution restrictions) to tender any and all outstanding U.S.$250,000,000 6.875% Notes due 2017 (the "Notes") held by it for purchase by the Issuer for cash (the "Tender Offer"), all as more fully described the tender offer memorandum dated 4 April 2016 (the "Tender Offer Memorandum"). The Tender Offer is made on the terms and subject to the conditions contained in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meaning given to them in the Tender Offer Memorandum.

The rationale for the Tender Offer is to manage the Issuer's existing indebtedness, in particular, to extend the maturity profile and reduce the cost of indebtedness.

The Issuer has also announced today its intention, subject to market conditions, to issue new notes denominated in U.S. Dollars (the "New Notes"). The Issuer will decide, in its sole discretion, whether to accept for purchase Notes validly tendered (and not validly withdrawn) in the Tender Offer subject to the Issuer being satisfied that it has received an amount by way of proceeds of the issue of New Notes, which is sufficient (as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 Total Consideration or the Tender Offer Consideration (as applicable) and the Accrued Interest in respect of all Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer.

The Issuer reserves the right to extend, re-open, amend or terminate the Tender Offer.

All documentation relating to the Tender Offer will be 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. Neither this announcement nor 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.

SOURCE JSC Georgian Oil and Gas Corporation