GCAP to fully redeem its outstanding local bonds and extend ongoing buyback programme

Georgia Capital PLC ("GCAP" or the "Company") announces that its Board of Directors has approved the early redemption in full of the US$ 50 million sustainability-linked local bonds of its Georgian holding company, JSC Georgia Capital ("JSC GCAP"), by exercising JSC GCAP's call option. Settlement is expected in the second half of August 2026, following which GCAP will have fully repaid its outstanding holding company debt.

The Company also announces an extension to its current US$ 50 million share buyback and cancellation programme (of which US$ 10 million is remaining) by an additional US$ 10 million, which will be put in place immediately.

Together, these transactions will fully complete GCAP's GEL 700 million capital return programme significantly ahead of schedule, representing one of the largest capital return initiatives undertaken by the Company. The capital return programme will be completed through a combination of US$ 150 million bond redemptions and a US$ 110 million share buyback and cancellation programme. Originally announced in August 2025, the programme was initially scheduled to be completed by the end of 2027.

Irakli Gilauri, Chairman and CEO, commented: “I am pleased to see GCAP once again demonstrating its disciplined approach to capital allocation. With a further strengthened balance sheet, we remain firmly focused on the execution of our strategic priorities and on delivering sustainable long-term value for our shareholders. I am delighted that we have made sufficient progress recently to enable us to complete our GEL 700 million capital return programme a year and a half early. Following this completion and taking into account the expected strong free cash flow generation over the next few years, the Board will consider an updated capital management programme to incorporate a combination of business investments as well as significant future capital return initiatives. A further announcement will be made with the Group’s half-yearly results in August 2026.”

Under the share buyback and cancellation programme, the shares will be purchased in the open market and the cancellation of the treasury shares will be executed on a monthly basis.

In accordance with the authority granted by the shareholders at the 2026 annual general meeting (“AGM”), the maximum number of shares that may be repurchased is 5,049,543. The Programme is conducted within certain pre-set parameters, and in accordance with the general authority to repurchase shares granted at the 2026 AGM and the provisions of the Market Abuse Regulation 596/2014/EU and of the Commission Delegated Regulation (EU) 2016/1052 (as they form part of UK domestic law). 

The Company has appointed Numis Securities Limited (“Deutsche Numis”) to manage an irrevocable, non-discretionary share buyback programme until the end of the Programme. During closed periods the Company and its directors have no power to invoke any changes to the Programme and it is being executed at the sole discretion of Deutsche Numis. 

The Company will make further announcements in due course following the completion of any share repurchases.