JSC TBC Bank Prices US$300
million Perpetual Subordinated Callable Additional Tier 1 Capital
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 "Bank"), the leading bank in Georgia,
successfully priced US$300 million 10.25% yield Perpetual
Subordinated Callable Additional Tier 1 Capital Notes (the
"Notes") on 23 April 2024.
The Notes are being offered and sold in accordance with Rule 144A
and Regulation S.
The Notes will be included in the
Bank's Additional Tier 1 Capital upon approval by the National Bank
of Georgia and will further strengthen the Bank's capital base and
support the Bank's growth and sustainable development.
Vakhtang Butskhrikidze, CEO, TBC Bank,
commented: "We're delighted by the
strong investor demand from the EU, UK, and US for our latest
issue, underscoring their trust in TBC's credit quality. This AT1
offering will reinforce our capital structure and provide a strong
foundation for pursuing growth opportunities in the
mid-term."
The book building followed a series
of debt investor calls and enjoyed strong investor appetite, with
institutional investors (Asset Managers and Funds) from the UK,
Continental Europe and the US representing at least three quarters
of the final deal size.
The Notes are expected to be listed
on Euronext Dublin's Global Exchange Market, settled or about 30
April 2024 and rated B2 by Moody's.
Citigroup and J.P. Morgan are acting
as Joint Bookrunners and Joint Lead Managers for the Notes, TBC
Capital is acting as Joint Lead Manager and J.P. Morgan is acting
as Development Finance Structuring Agent. Baker & McKenzie LLP
and Dentons Georgia LLC are acting as legal advisors to the Bank,
while Latham & Watkins LLP and BGI Advisory Services Georgia
LLC are acting as legal advisors to the Joint Lead
Managers.
Important
Information
MANUFACTURER TARGET MARKET (MIFID II
PRODUCT GOVERNANCE / UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION
CHANNELS). NO PRIIPS OR UK PRIIPS KEY INFORMATION DOCUMENT (KID)
HAS BEEN PREPARED AS NOT AVAILABLE TO RETAIL IN EEA OR UK. NO SALES
TO RETAIL CLIENTS (AS DEFINED IN COBS 3.4) IN THE UK.
Notice of Product Classification by
the Issuer under Section 309B (1)(c) of the Securities and Futures
Act (Chapter 289) of Singapore - Prescribed Capital Markets
Products and Excluded Investment Products.
This announcement is directed only
at persons (i) outside the United Kingdom; (ii) that have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (iii) falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations etc.") of the Order; or (iv) to whom this announcement
may otherwise be directed without contravention of Section 21 of
the Financial Services and Markets Act 2000 (all such persons
together being referred to as "relevant persons"). This
announcement must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this announcement relates is available only to relevant
persons and will be engaged in only with relevant
persons.
This announcement does not
constitute or form a part of any offer or solicitation to purchase
or subscribe for securities in the United States or in any other
jurisdiction where it is unlawful to do so. The securities to which
this announcement relates have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with
any securities regulatory authority of any state of the United
States or other jurisdiction and may not be offered, sold, pledged
or otherwise transferred in the United States except pursuant to
registration or an exemption from the registration requirements of
the Securities Act and in compliance with any applicable state
securities laws.
This announcement is not intended to
be a public offer or advertisement of securities in Georgia.
No notification has been made to, and no consent has been sought or
obtained from, the National Bank of Georgia (the "NBG") for a public offering of the
securities referred to in this announcement in Georgia. The
securities referred to in this announcement are not intended to and
should not be advertised, marketed, offered, sold or otherwise made
available in a public offering in Georgia to or for the benefit of
any Georgian person or entity, unless and to the extent permitted
under Georgian law. The securities referred to in this announcement
may be offered and sold in Georgia only to persons who are
sophisticated investors within the meaning of the Law of Georgia on
Securities Market and its implementing regulations (the
"Sophisticated Investors").
In Georgia, this announcement is only being distributed to and is
directed only at Sophisticated Investors and must not be released
to or passed on to third parties or otherwise made publicly
available in Georgia. Any failure to comply with this restriction
may constitute a violation of Georgian securities laws.
The securities referred to in this
announcement are not intended to be offered or sold and should not
be offered or sold to any natural person other than a sophisticated
investor, as defined in and for the purpose of, the Applicable
Banking Regulations (as defined in the terms and conditions of the
Notes) in the minimum U.S. dollar denominations equivalent to GEL
1,000,000 calculated at the GEL/USD official exchange rate of the
NBG set for the date of payment for the Notes.
A rating is not a recommendation to
buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating
organisation. Similar ratings for different types of issuers and on
different types of securities do not necessarily mean the same
thing. The significance of each rating should be analysed
independently from any other rating.
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 Bank Group 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.