Further to the announcement by Georgia Capital PLC ("GCAP") on 3 February 2022 of the completion of the first stage of the disposal by its wholly-owned subsidiary JSC Georgia Capital ("JSC GCAP") of a controlling interest in Georgia Global Utilities JSC ("GGU") to FCC Aqualia for USD 180 million (the "Disposal") and the proposed demerger by GGU of its renewable energy business to JSC GCAP (the "Demerger"), GCAP is pleased to announce that the Demerger has been completed today. Accordingly, the second stage of the two-stage transaction is now complete and all conditions precedent under the share purchase agreement, signed in December 2021 by the parties, have now been satisfied. As a consequence, JSC GCAP now owns 100% of the renewable energy assets previously held by GGU, and a 20% interest in GGU, which remains subject to the ongoing put/call option structure announced in December 2021.
The implementation of the Demerger was conditional upon (a) obtaining antitrust clearance and (b) the redemption of GGU's USD 250,000,000 7.750% Eurobond due 2025, which took place in September 2022. Both of these conditions have been satisfied. The Eurobond was redeemed in part by way of a USD 90 million shareholder loan to GGU, provided by JSC GCAP.
The ongoing relationship between FCC Aqualia, JSC GCAP and GGU will continue to be governed by the existing shareholders' agreement between the parties, regulating their respective rights and obligations as joint owners of GGU.
