The Concept and Boundaries of a Public Offer
Issuing bonds in Georgia most often takes place in the public offer regime regulated by the Law of Georgia on Securities Market. A public offer of securities is a proposal to not fewer than 100 persons, or to a number of persons not specified in advance, for the direct or indirect sale of securities in the issuer's name (Article 3, part 1). A proposal concerning the securities of an unlisted enterprise, raised in the name of a person who is not the issuer, is also treated as a public offer — the regime follows the substance of the offer, not the identity of the offeror.
The law also draws the boundary on the other side: the offer and sale of securities only to experienced investors is not regarded as a public offer, which is the pole of private placement. The issuer must conclude a securities offering agreement with a brokerage company or a licensed financial institution for the placement, while a holder of the issuer's securities has the right to propose to the issuer that its securities be included in the public offer (Article 3, parts 2 and 3).