TBC Bank Announces Tender
Offer for its Senior Unsecured Notes
NOT
FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (THE "UNITED
STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
TBC Bank Group
PLC ("TBC PLC")
announces that its subsidiary, JSC TBC Bank (the
"Offeror") has today
launched an invitation to holders (the "Noteholders") of its outstanding
U.S.$300,000,000 5.75% notes due 2024 (Rule 144A ISIN:
US48128XAA19; Rule 144A Common Code: 111730601; Regulation S ISIN:
XS1843434363; Regulation S Common Code: 184343436) (the
"Notes"), subject to the
offer and distribution restrictions and upon the terms and subject
to the conditions set forth in, an offer to purchase dated 15 April
2024 (as it may be amended or supplemented from time to time, the
"Offer to Purchase"), to
tender for purchase for cash any and all outstanding Notes, in
accordance with the procedures described therein. The invitation to
tender the Notes for purchase is referred to herein as the
"Tender Offer".
Capitalised terms used in this
announcement but not otherwise defined have the meanings given to
them in the Offer to Purchase.
Summary of the Tender Offer
Description of the Notes /
Outstanding Principal Amount / ISIN (Rule 144A) / Common Code (Rule
144A) / ISIN (RegS) / Common Code (RegS) / Tender Offer
Consideration / Early Tender Premium / Total
Consideration
USD300mn 5.750% Senior Unsecured
Notes (the "Notes") /
USD245.32mn (of which the Offeror owns USD16.185mn) / US48128XAA19
/ 111730601 / XS1843434363 / 184343436 / USD970 per USD1,000 in
principal amount / USD30 per USD1,000 in principal amount /
USD1,000 per USD1,000 in principal amount.
Accrued Interest Amount
In addition to the Tender Offer
Consideration or the Total Consideration, as applicable, all
Holders of Notes accepted for purchase will also receive accrued
and unpaid interest on such Notes, rounded to the nearest U.S.$0.01
per U.S.$1,000 principal amount of Notes, from and including the
last interest payment date up to, but not including, the Early
Settlement Date or the Final Settlement Date (as specified in the
Offer to Purchase), as applicable.
Background, Purpose and Conditions of the Tender
Offer
Concurrently with the announcement
of the Tender Offer, the Offeror announced an offering (the
"New Notes Offering") of
U.S. dollar-denominated perpetual subordinated callable additional
Tier 1 capital notes (the "New
Notes"). The New Notes Offering is expected to price and
close prior to the Early Tender Participation Deadline. The Offeror
intends to use existing cash on hand to fund the Tender Offer.
Unless waived by the Offeror, the Tender Offer is conditioned upon,
among other things, the successful completion (in the sole
determination of the Offeror) of the New Notes Offering. The New
Notes have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended. The Tender Offer is not an
offer to sell or a solicitation of an offer to buy the New Notes.
No action has been or will be taken in any jurisdiction in relation
to the New Notes to permit a public offering of
securities.
The Offeror is making the Tender
Offer, in combination with the New Notes Offering, as a way of
managing its financial liabilities and debt maturity profile and to
provide Holders with an opportunity to extend their exposure to the
Offeror's credit profile.
The completion of the Tender Offer
is subject to, among other things, the conditions to the Tender
Offer set out under "Conditions
to the Tender Offer" in the Offer to Purchase.
Further details about the Tender
Offer can be obtained from:
The
Dealer Managers
Citigroup Global Markets Limited:
+44 20 7986 8969 / liabilitymanagement.europe@citi.com
J.P. Morgan Securities plc: +44 20
7134 2468 / em_europe_lm@jpmorgan.com
The
Tender Agent
Kroll Issuer Services Limited:
+44 20 7704 0880 / tbcbank@is.kroll.com
DISCLAIMER
This
announcement must be read in conjunction with the Offer to
Purchase. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Offer to Purchase contain important
information, which must be read carefully before any decision is
made with respect to the Tender Offer. If any Noteholder is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to participate in the Tender Offer. None of the
Offer, the Dealer Manager or the Information and Tender Agent or
their respective directors, employees or affiliates makes any
recommendation as to whether Noteholders should participate in the
Tender Offer and none of the Offeror, the Dealer Manager or the
Information and Tender Agent will have any liability or
responsibility in respect thereto.
This announcement, the Offer to
Purchase and any other documents or materials relating to the
Tender Offer have not been approved by the National Bank of
Georgia. Nothing in this announcement, the Offer to Purchase or any
other documents or materials relating to the Tender Offer
constitutes a "public offer" or "advertisement" of securities in
Georgia, and neither such materials nor the Tender Offer shall be
construed as an offer, or an invitation to make offers, to
purchase, sell, exchange or transfer securities in a public offer
in Georgia. This announcement, the Offer to Purchase or any other
documents or materials relating to the Tender Offer must not be
made publicly available in Georgia. The securities referred to
herein are not intended for "placement", "public circulation",
"offering" or "advertising" (each as defined under Georgian law) in
Georgia except as permitted by Georgian law.
For
further enquiries, please contact:
Director of Investor Relations
Andrew Keeley
Or
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Group PLC ("TBC
PLC")
TBC PLC is a public limited company
registered in England and Wales. TBC PLC is the
parent company of JSC TBC Bank ("TBC Bank") and a group of companies
that principally operate in Georgia in the financial
sector. TBC PLC also offers non-financial services via TNET, the
largest digital ecosystem in Georgia. Since 2019, TBC PLC has
expanded its operations into Uzbekistan by operating fast
growing retail digital financial services in the country. TBC PLC
is listed on the London Stock Exchange under the symbol TBCG and is
a constituent of the FTSE 250 Index. It is also a member of the
FTSE4Good Index Series and the MSCI United Kingdom Small Cap
Index.
TBC Bank, together with its
subsidiaries, is a leading universal banking group in Georgia,
with a total market share of 39.3% of customer loans and 40.1% of
customer deposits as of 31 December 2023, according to data
published by the National Bank of Georgia on the
analytical tool Tableau.