-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SU+KF8slM8EP1/bo5Yz0TGIoVYfGrp+AIlvQg521uyx1ntPCzUUs0YNiI9QiIHqA AZrYCJzEDJiwJrcXtw5ybg== 0001157523-04-004545.txt : 20040507 0001157523-04-004545.hdr.sgml : 20040507 20040506191021 ACCESSION NUMBER: 0001157523-04-004545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040423 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROMEDIA INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000039547 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 580971455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05706 FILM NUMBER: 04786506 BUSINESS ADDRESS: STREET 1: 8000 TOWER POINT DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28227 BUSINESS PHONE: 7043217380 MAIL ADDRESS: STREET 1: 8000 TOWER POINT DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28227 FORMER COMPANY: FORMER CONFORMED NAME: ACTAVA GROUP INC DATE OF NAME CHANGE: 19930723 FORMER COMPANY: FORMER CONFORMED NAME: FUQUA INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 a4635267.txt METROMEDIA INTERNATIONAL GROUP, INC. 8-K As filed with the Securities and Exchange Commission on May 6, 2004 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2004 METROMEDIA INTERNATIONAL GROUP, INC. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-5706 58-0971455 - ----------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 8000 Tower Point Drive, Charlotte, NC 28227 - ------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 321-7380 -------------- ----------------- (Former name or former address, if changed since last report) ================================================================================ Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release of Metromedia International Group, Inc., dated May 5, 2004 99.2 Memorandum of Understanding as of April 23, 2004, by and among Metromedia International Group, Inc., International Telcell Cellular, Inc., Dr. George Jokhtaberidze, Western Wireless International Corporation, and Western Wireless International Georgia Corporation 99.3 Memorandum of Understanding as of May 1, 2004, by and between International Telcell Cellular, Inc. and the Economic Advisor to the President of Georgia Item 9. Other Events and Regulation FD Disclosure On May 5, 2004, the Company announced the following concerning Magticom Ltd., the Company's business venture in the Republic of Georgia that operates a wireless communications network and markets mobile voice communication services nationwide to private and commercial users ("Magticom"). The Company's wholly-owned subsidiary International Telcell Communications, Inc. ("ITC") has entered into a memorandum of understanding with the Georgian Government (the "MOU") providing for issuance by ITC of an assignable option (the "Option") to purchase a 20% ownership interest in Magticom after completion of a restructuring of Dr. George Jokhtaberidze's ownership interest in Magticom, which was previously announced on April 26, 2004 (the "Restructuring"). Pursuant to the Restructuring, Dr. Jokhtaberidze, who today directly owns 51% of Magticom, will convey that 51% ownership interest to ITC in exchange for a 49.9% ownership interest in ITC plus certain cash consideration. On completion of the Restructuring, ITC will directly own a 51% interest in Magticom and will retain its 70.41% ownership interest in, and remain the managing member of Telcell Wireless LLC ("Telcell"), which in turn will continue to own a 49% direct interest in Magticom and as a result, MIG's aggregate ownership interest in Magticom will be 42.8%. The Georgian Government is prohibited from directly exercising the Option, but may assign the Option to certain qualified European Union or American entities. Any entity that exercises the Option will be subject to certain transfer restrictions that encourage holding the acquired 20% Magticom ownership interest for a period of at least 3 years. The Option will have a limited exercise period of 12 months from the date of issuance. If the Option is exercised, ITC will retain a 31% direct ownership in Magticom and a 34.5% indirect ownership in Magticom through Telcell, and MIG's aggregate ownership interest in Magticom will be 32.8%. Furthermore, the Company would continue to have the largest effective ownership interest in Magticom, at 32.8%, and will continue to be able to exert operational control over Magticom as a result of its status as majority stockholder of ITC and managing member of Telcell. The press release announcing this matter is attached as Exhibit 99.1 and is incorporated herein by reference. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METROMEDIA INTERNATIONAL GROUP, INC. By: /S/ HAROLD F. PYLE, III ----------------------- Name: Harold F. Pyle, III Title: Executive Vice President Finance, Chief Financial Officer and Treasurer Date: May 6, 2004 Charlotte, NC EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.1 Press Release of Metromedia International Group, Inc. dated May 5, 2004 99.2 Memorandum of Understanding as of April 23, 2004, by and among Metromedia International Group, Inc., International Telcell Cellular, Inc., Dr. George Jokhtaberidze, Western Wireless International Corporation, and Western Wireless International Georgia Corporation 99.3 Memorandum of Understanding as of May 1, 2004, by and between International Telcell Cellular, Inc. and the Economic Advisor to the President of Georgia EX-99 2 a4635267ex991.txt METROMEDIA INTERNATIONAL GROUP, INC. EXHIBIT 99.1 Exhibit 99.1 Metromedia International Group, Inc. Announces Option to the Georgian Government for the Purchase of a 20% Ownership Interest in Georgian Mobile Telephony Business Venture Magticom CHARLOTTE, N.C.--(BUSINESS WIRE)--May 5, 2004--Metromedia International Group, Inc. (the "Company" or "MIG") (currently traded as: OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the owner of interests in various communications and media businesses in Russia and the Republic of Georgia, today announced the following concerning Magticom Ltd., the Company's business venture in the Republic of Georgia that operates a wireless communications network and markets mobile voice communication services nationwide to private and commercial users ("Magticom"). The Company's wholly-owned subsidiary International Telcell Communications, Inc. ("ITC") has entered into a memorandum of understanding with the Georgian Government (the "MOU") providing for issuance by ITC of an assignable option (the "Option") to purchase a 20% ownership interest in Magticom after completion of a restructuring of Dr. George Jokhtaberidze's ownership interest in Magticom, which was previously announced on April 26, 2004 (the "Restructuring"). Pursuant to the Restructuring, Dr. Jokhtaberidze, who today directly owns 51% of Magticom, will convey that 51% ownership interest to ITC in exchange for a 49.9% ownership interest in ITC plus certain cash consideration. On completion of the Restructuring, ITC will directly own a 51% interest in Magticom and will retain its 70.41% ownership interest in, and remain the managing member of Telcell Wireless LLC ("Telcell"), which in turn will continue to own a 49% direct interest in Magticom and as a result, MIG's aggregate ownership interest in Magticom will be 42.8%. The Georgian Government is prohibited from directly exercising the Option, but may assign the Option to certain qualified European Union or American entities. Any entity that exercises the Option will be subject to certain transfer restrictions that encourage holding the acquired 20% Magticom ownership interest for a period of at least 3 years. The Option will have a limited exercise period of 12 months from the date of issuance. If the Option is exercised, ITC will retain a 31% direct ownership in Magticom and a 34.5% indirect ownership in Magticom through Telcell, and MIG's aggregate ownership interest in Magticom will be 32.8%. Furthermore, the Company would continue to have the largest effective ownership interest in Magticom, at 32.8%, and will continue to be able to exert operational control over Magticom as a result of its status as majority stockholder of ITC and managing member of Telcell. In making this announcement, Mark Hauf, Chairman and Chief Executive Officer, commented: "This MOU for issuance of an option to the Georgian Government is the final element of a somewhat complicated restructuring of Magticom negotiated over the past months among the Company, our partner Dr. George Jokhtaberidze, and the new post-revolutionary government of Georgia. In its essential terms, that restructuring will result in Dr. Jokhtaberidze becoming a minority shareholder in the MIG subsidiary that will own, directly and indirectly, a significant majority of Magticom and exercise operational control over that company. A 20% minority interest in Magticom may be purchased by an entity to be recruited by the new Georgian Government. In all, irrespective of whether the Option is exercised, MIG will become the holder of the largest economic interest in Magticom and will exercise operational control over that company. Dr. Jokhtaberidze will retain a significant economic interest in the company he worked so diligently to found." Mr. Hauf went on to say: "Our goal throughout these past few months has been to restore Magticom to a state where aggressive business development is achievable. Magticom had performed very well through year 2003 and retains the promise of substantial further profitable development in the future. Events following the recent revolution in Georgia had, however, drawn attention away from that development, as the new Georgian leadership aggressively examined past affairs at many Georgian businesses and state institutions, including Magticom. Magticom was subjected to intrusive investigations and its Georgian founding partner was jailed. Such events are, unfortunately, a not uncommon consequence of revolutionary upheaval in a state. The new Georgian government, however, accepted the offer to cooperatively negotiate a settlement to these matters; and the restructuring of Magticom we've now fully announced is the result of that negotiation. Having directly participated in the talks with Georgian leaders leading to this resolution, I am confident that further adverse government intervention in Magticom's affairs is unlikely; enabling Magticom to resume its normal and quite promising development as one of Georgia's largest companies." About Metromedia International Group Through its wholly owned subsidiaries, the Company owns communications and media businesses in Russia, Europe and the Republic of Georgia. These include mobile and fixed line telephony businesses, wireless and wired cable television networks and radio broadcast stations. The Company has focused its principal attentions on continued development of its core telephony businesses in Russia and the Republic of Georgia, while undertaking a program of gradual divestiture of its non-core media businesses. The Company's core telephony businesses include PeterStar, the leading competitive local exchange carrier in St. Petersburg, Russia, and Magticom, the leading mobile telephony operator in the Republic of Georgia. The Company's remaining non-core media businesses consist of eighteen radio businesses operating in Finland, Hungary, Bulgaria, Estonia, and the Czech Republic and one cable television network in Lithuania. This news release contains certain forward-looking statements that involve risks and uncertainties, including in particular those regarding the execution of the Option described herein, the repayment of Telcell's loan to Dr. Jokhtaberidze, final consummation of the transactions contemplated by the April 26, 2004 memorandum of understanding, the future business development and operating results of Magticom, the Company's compliance with its obligations under the indenture governing its 10 1/2 % Senior Discount Notes due 2007, and the Company's ability to meet its future operating and debt service obligations on a timely basis. Other factors that could cause or contribute to such risks and uncertainties include, but are not limited to, the Company's ability to cure the existing default under the Indenture related filing of an annual report on Form 10-K for the year ended December 31, 2003; its ability to achieve expected performance targets for its core telephony businesses; its ability to consummate divestitures of its remaining non-core businesses at satisfactory prices and continue to receive expected dividends from its core business operations; completion of its reorganization of internal support processes so as to meet its targeted level of overhead expenditures; and external factors including possibility of future political instability in Georgia, changes in general economic and business conditions, unanticipated effects of competition, changes in technology and methods of marketing, and various other factors beyond the Company's control. This also includes such factors as are described from time to time in the SEC reports filed by the Company, including its most recently filed Form 8-K reports (dated March 4, 2004, March 18, 2004, March 31, 2004, April 5, 2004 and April 26, 2004), quarterly reports on Form 10-Q/A for the quarterly periods ended March 31, 2003 and June 30, 2003, quarterly report on Form 10-Q for the quarterly period ended September 30, 2003 and the Company's Annual Report on Form 10-K/A for the year ended December 31, 2002. The Company is not under, and expressly disclaims, any obligation to update the information in this news release for any future events, including changes in its cash balances or other events affecting liquidity. Please visit our website at www.metromedia-group.com. CONTACT: Metromedia International Group, Inc. Ernie Pyle, 704-321-7380, Ext. # 103 investorrelations@mmgroup.com EX-99 3 a4635267ex992.txt METROMEDIA INTERNATIONAL GROUP, INC. EXHIBIT 99.2 Exhibit 99.2 MEMORANDUM OF UNDERSTANDING --------------------------- This Memorandum of Understanding is made and entered into as of April 23, 2004, by and among Metromedia International Group, Inc., a Delaware corporation ("MIG"), International Telcell Cellular, Inc., a Delaware corporation ("ITC"), Dr. George Jokhtaberidze ("GJ"), Western Wireless International Corporation, a Delaware corporation ("WWIC"), and Western Wireless International Georgia Corporation, a Delaware corporation ("WWIGC"); provided, however, that WWIC and WWIGC are parties hereto solely with respect to the provisions of Sections 6 though 8 hereof. This Memorandum of Understanding reflects the agreements of the parties hereto in respect of the matters described herein and is the basis upon which the parties hereto shall negotiate and execute definitive, long-form documentation for the Restructuring Transactions (as defined below). RECITALS -------- (a) ITC is an indirect, wholly-owned subsidiary of MIG, whose sole asset is an equity interest of Telcell Wireless, LLC, a Delaware limited liability company ("Telcell"), representing 70.41% of the total outstanding equity interests of Telcell. The remaining equity interests of Telcell are owned by WWIGC. (b) GJ owns an equity interest in Magticom Ltd., a Georgian company ("Magticom"), representing 51% of the total outstanding equity interests in Magticom. (c) GJ proposes to sell to ITC an equity interest in Magticom representing 1.1% of the total outstanding equity interests in Magticom for a purchase price of US$6,860,000. (d) GJ proposes to use the proceeds of the sale of 1.1% of the total outstanding equity interests in Magticom to prepay that certain Secured Promissory Note, dated April 14, 2004 (the "Note"), issued by GJ in favor of Telcell, and Telcell proposes to promptly distribute the proceeds of such prepayment to its members. (e) GJ proposes to transfer his remaining 49.9% interest in Magticom to ITC in exchange for (i) a payment of US$11,339,550 and (ii) shares of common stock of ITC representing 49.9% of the total outstanding equity interests of ITC. (f) Upon completion of the transactions described in clauses (c) and (e) above, ITC proposes to issue an option to a department or agency of the government of Georgia as designated by the Economic Advisor to the President of Georgia (the "Georgian Agency") to purchase 20% of the total outstanding interests in Magticom (the transactions described in the foregoing clauses (c) through (f) are referred to collectively herein as the "Restructuring Transactions"). NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and subject to compliance with the MIG Indenture (as defined below), the parties hereto agree, on behalf of themselves and, where appropriate, their affiliates, as follows: 1. Purchase of Interest in Magticom from GJ. GJ will sell to ITC, and ITC will purchase from GJ, an equity interest in Magticom representing 1.1% of the total outstanding equity interests in Magticom for a purchase price of US$6,860,000 (the "Initial Purchase"). GJ will use the entire proceeds of the Initial Purchase to immediately prepay the Note. Upon receipt of the proceeds of the prepayment of the Note, Telcell shall promptly distribute the proceeds of such prepayment to WWIGC and ITC, its members, in accordance with their proportionate interests in Telcell. 2. Exchange of Interest in Magticom for Shares of ITC. As soon as practicable after prepayment of the Note in accordance with Section 1 above, distribution of the proceeds of such prepayment to the members of Telcell and, in the case of ITC, a further distribution of such proceeds to its parent, International Telcell Inc., GJ will contribute his entire remaining equity interest in Magticom, representing 49.9% of the total outstanding interests in Magticom, in exchange for (a) a payment of US$11,339,550 and (b) shares of common stock of ITC representing 49.9% of the total outstanding equity interests of ITC. 3. Issuance of Option. Promptly following consummation of the transaction described in Section 2 above, ITC will issue an assignable option to the Georgian Agency to purchase from ITC 20% of the total outstanding interests in Magticom on the terms set forth in that certain Memorandum of Understanding, dated the date hereof, between ITC and the Georgian Agency. 4. Corporate Opportunity. MIG and GJ hereby agree that any opportunity presented to either of them or their respective direct or indirect subsidiaries or affiliates to purchase any interest in Telcell held by WWIGC or any other direct or indirect subsidiary or affiliate of Western Wireless Corporation, a Washington corporation, shall first be offered to ITC and the two parties shall structure any purchase by ITC such that MIG and GJ shall each have the opportunity to maintain their relative ownership positions in ITC. 5. Right of First Offer. Following consummation of the transaction contemplated by Section 2 above, MIG and GJ shall have the right of first offer upon any proposed direct or indirect transfer of any interest in ITC by the other party. 6. Waiver; Consent. Each of WWIC and WWIGC hereby waives, and shall cause each of their respective direct and indirect subsidiaries and affiliates to waive, any right, title or interest in the transactions set forth in Sections 1 through 3 above (including, without limitation, any right that it or Telcell may have to participate in such transactions whether pursuant to Section 9.4 of the Operating Agreement, dated as of January 2, 1998, by and among WWIGC, TWG Georgia, L.L.C. and ITC or otherwise) and hereby consents to the consummation of the transactions set forth in Sections 1 through 3 above. 7. Further Assurances. Each of the parties hereto shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving notices to, or making any filings with, any governmental authority or any other person) as may be reasonably required or desirable to carry out or to perform the provisions of this Memorandum of Understanding. In addition, the parties hereto shall endeavor to cause the Restructuring Transactions to be consummated without delay. 8. Miscellaneous. This Memorandum of Understanding (i) shall be governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such state; (ii) may only be waived or amended in writing; and (iii) represents the entire understanding of the parties. It is also understood that this Memorandum of Understanding and the consummation of the transactions contemplated hereby shall only be consummated in compliance with the terms of the Indenture, dated as of September 30, 1999, by and between MIG and U.S. Bank Trust National Association, a national banking association, as trustee (the "MIG Indenture"). This Memorandum of Understanding shall become effective and binding upon the execution hereof and shall terminate upon the earlier of (i) the execution of definitive, long-form documentation evidencing the Restructuring Transactions or (ii) the date on which the parties hereto agree in writing to terminate this Memorandum of Understanding. This Memorandum of Understanding may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. [Remainder of page intentionally left blank.] IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Memorandum of Understanding to be duly executed on its behalf, as of the date first above written. METROMEDIA INTERNATIONAL GROUP, INC. By: /s/ Mark Hauf ---------------------------------------------- Name: Mark S. Hauf Title: Chairman and CEO INTERNATIONAL TELCELL CELLULAR, INC. By: /s/ Mark Hauf ---------------------------------------------- Name: Mark S. Hauf Title: President /s/ George Johktaberidze ---------------------------------------------- Dr. George Jokhtaberidze For purposes of Section 6 through 8 hereof only: WESTERN WIRELESS INTERNATIONAL CORPORATION By: /s/ Brad Horwitz ---------------------------------------------- Name: Brad Horwitz Title: President WESTERN WIRELESS INTERNATIONAL GEORGIA CORPORATION By: /s/ Brad Horwitz ---------------------------------------------- Name: Brad Horwitz Title: President EX-99 4 a4635267ex993.txt METROMEDIA INTERNATIONAL GROUP, INC. EXHIBIT 99.3 Exhibit 99.3 MEMORANDUM OF UNDERSTANDING --------------------------- This Memorandum of Understanding is made and entered into as of May 1, 2004, by and between International Telcell Cellular Inc. ("ITC") and the Economic Advisor to the President of Georgia (the "Economic Advisor"). (a) ITC is the managing member and owner of a majority economic interest in Telcell Wireless LLC ("Telcell"); (b) Telcell presently owns a 49% interest in Magticom Ltd. ("Magticom"), a wireless telephony operator in the Republic of Georgia; (c) Dr. George Jokhtaberidze ("GJ") presently directly owns the remaining 51% interest in Magticom; (d) ITC and GJ presently intend to enter into a restructuring transaction (the "Restructuring") that will, among other things, result in ITC becoming the owner of GJ's interest in Magticom; (e) Assuming and contingent upon the consummation of the Restructuring, ITC intends to grant to a department or agency of the government of Georgia as designated by the Economic Advisor (the "Georgian Agency") an option of limited duration to acquire shares of Magticom representing a 20% ownership interest in Magticom. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and conditioned on the consummation of the Restructuring, the parties hereto agree as follows: 1. Option. Subject to the consummation of the Restructuring, ITC will grant an irrevocable option to purchase from it shares of Magticom representing a 20% ownership interest therein (the "Option"). The material terms of the Option, which will be evidenced by detailed, definitive documentation to be prepared and executed following the date hereof shall be as follows: Optionor: ITC Optionee: The Georgian Agency; provided, that the Georgian Agency acknowledges and agrees that it shall not be permitted to exercise the Option, and shall instead only have the right to transfer the Option to a "Qualified Holder," who shall then have the right to exercise the Option in accordance with its terms. A "Qualified Holder" means a corporate entity that is registered with securities regulators in a European Union country or the United States of America, provided, however, that the transfer of the Option to a Qualified Holder which directly or indirectly owns or controls or is controlled by or is under common control with any telecommunications business in the Republic of Georgia is subject to approval by ITC at its sole discretion. No Qualified Holder shall be permitted to transfer the Option. Duration: 12 months from date of grant. Exercise Price: 2.5 x the sum of Magticom's EBITDA for the four most recently ended fiscal quarters prior to the date of the exercise of the Option that have been reported upon in filings with the United States Securities and Exchange Commission by Metromedia International Group, Inc., a Delaware corporation ("MIG"). The exercise price of the Option shall be payable in United States Dollars. Anti-Flipping: As a pre-condition to exercising the Option, any Qualified Holder shall irrevocably covenant and agree, in a manner and form acceptable to ITC in its sole discretion, that, if such Qualified Holder desires to directly or indirectly sell or otherwise dispose of all or any portion of the Magticom shares acquired upon the exercise of the Option prior to the third anniversary of the date such shares are acquired, ITC shall have the right, but not the obligation, to repurchase such Magticom shares at the Exercise Price (or the appropriate pro rata portion thereof). 2. Miscellaneous. This Memorandum of Understanding (i) shall be governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such state; (ii) may only be waived or amended in writing; and (iii) represents the entire understanding of the parties. It is also understood that the grant of the Option is subject to the consummation of the Restructuring, C and the execution and delivery of mutually acceptable detailed definitive agreements embodying the terms set forth in this Memorandum of Understanding, and may only occur at such time when MIG has made all the then required filings with the US Securities and Exchange Commission. . This Memorandum of Understanding may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Memorandum of Understanding on the date first written above. INTERNATIONAL TELCELL CELLULAR INC. By: /s/ Mark Hauf -------------------------------- Name: Mark S. Hauf Title: President ECONOMIC ADVISOR By: /s/ Giga Bedineishvili -------------------------------- Name: Giga Bedineishvili Title: Chief Economic Advisor to the President of Georgia -----END PRIVACY-ENHANCED MESSAGE-----