Bank of Georgia Group PLC (LSE:BGEO) and JSC Bank of Georgia entered into an agreement to acquire a 90% Ameriabank CJSC from IMAST Group (CY) Limited; European Bank for Reconstruction and Development ("EBRD"); Asian Development Bank; Afeyan Foundation for Armenia Inc.; and ESPS Holding Limited for approximately $270 million February 18, 2024. The consideration in respect of the Initial Acquisition will be satisfied in cash, with 92.4% ($252,471,424, plus interest) of the price for the shares the subject of the Initial Acquisition payable at Completion and 7.6% ($20,758,631, plus interest) payable on the date falling 6 months from the date of Completion. The Group will pay c.66.67% of the consideration with respect to the Initial Acquisition (approximately $182,153,543, plus interest) and JSC BOG will pay c.33.33% of the consideration with respect to the Initial Acquisition (approximately $91,076,512, plus interest), in each case directly to the Sellers. Upon the exercise of the put or call option, the Group will pay 100% of the consideration with respect to the acquisition of the Option Shares (approximately $30,358,319, plus interest), the form of consideration being at the Group's sole discretion, either in cash or in the form of shares issued in the Group, directly to EBRD. Following Completion of the Initial Acquisition, EBRD will retain 11,713 shares in Ameriabank, equal to 10% of Ameriabank's total issued share capital (the "Option Shares"), which Option Shares will be subject to the terms of the Shareholders' (Put and Call Option) Agreement, which will provide (i) EBRD with the right to put the Option Shares to the Group; and (ii) the Group with the right to call the Option Shares from EBRD, with the call option exercisable by the Group at any time until the third anniversary of Completion. The transaction is being financed by existing cash, deploying surplus capital, while allowing JSC BOG to maintain capital. Following the closing of the transaction and with Ameriabank on board, the Group also intends to change its name. Upon approvals and closing of the transaction, Ameriabank will operate as a standalone entity within the Group under its own brand name. The Acquisition is expected to have an immediate accretive impact on BOGG's EPS, and to boost RoAE. The Acquisition is subject to the satisfaction of the approval of BOGG Shareholders is required and will be sought at the General Meeting expected to take place on 14 March 2024, other conditions include receipt of regulatory and anti-trust approvals. The transaction has been approved by the UK Financial Conduct Authority. The timing of the satisfaction of certain of the conditions to completion is uncertain given the involvement of relevant regulators, but it is currently expected that completion will occur in the first quarter of 2024. As of March 14, 2024, Bank of Georgia Group PLC's shareholders had approved, by the passing of an ordinary resolution, the Company's proposed acquisition of Ameriabank CJSC. The Company noted that regulatory approval from the National Bank of Georgia had also been received, and the Company intended to proceed to completion under the acquisition agreement upon the receipt of regulatory approvals in Armenia. As of April 2, 2024, Bank of Georgia Group PLC's board and management have received unconditional approval from the Armenian Competition Protection Commission and the Central Bank of Armenia. The parties will now move swiftly to completion under the acquisition agreement.

Michael Machaj of J.P. Morgan Securities plc acted as Sole Financial Adviser and Baker & McKenzie LLP is acting as legal adviser to the Group. Travers Smith LLP is acting as legal adviser to Cavendish Capital Markets Limited as a sponsor to Bank of Georgia Group PLC in the transaction. The Bird & Bird team was led by corporate partner Nick O?Donnell of Bird & Bird LLP acted as legal advisor to Esps Holding Limited.
Bank of Georgia Group PLC (LSE:BGEO) and JSC Bank of Georgia completed the acquisition of 90% Ameriabank CJSC from IMAST Group (CY) Limited; European Bank for Reconstruction and Development ("EBRD"); Asian Development Bank; Afeyan Foundation for Armenia Inc.; and ESPS Holding Limited on April 3, 2024.