NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL
JSC TBC Bank Announces Final
Results in Respect of the Offer to Purchase Any and All of Its
10.775% Perpetual Subordinated Callable Additional Tier 1 Capital
Notes
TBC Bank Group PLC announces the results of the offer to purchase
launched on 19 July 2024 by its subsidiary, JSC TBC Bank (the
"Offeror"), a joint stock
company incorporated under the laws of Georgia, (the "Tender Offer") for cash any and all of
the outstanding principal amount of its 10.775% Perpetual
Subordinated Callable Additional Tier 1 Capital Notes (Regulation S
ISIN: XS1843433126; Rule 144A ISIN: US48128XAB91) issued by the
Offeror (the "Notes"). The
Tender Offer was made upon the terms, and subject to the
conditions, set forth in the offer to purchase dated 19 July 2024
(the "Offer to Purchase").
Capitalised terms used in this announcement but not defined herein
have the meaning given to them in the Offer to Purchase.
Tender Results and Notes
Accepted for Purchase
The Tender Offer expired at 5:00 pm,
New York City Time, on 29 July 2024 (the "Expiration Deadline"). As of the
Expiration Deadline, U.S.$66,594,000 in aggregate principal amount
of outstanding Notes had been validly tendered and not withdrawn
(the "Tendered Notes"). The
Offeror will accept for purchase all Tendered Notes.
Settlement
Holders of the Tendered Notes will
receive consideration of U.S.$1,001.25 per U.S.$1,000 in principal
amount of Notes (the "Tender Offer
Consideration") for such Tendered Notes. In addition to the
Tender Offer Consideration, all Holders of Tendered Notes will also
receive accrued and unpaid interest on such Tendered Notes, rounded
to the nearest U.S.$0.01 per U.S.$1,000 in principal amount of
Notes, from and including the last interest payment date up to the
Settlement Date (the "Accrued
Interest").
The Offeror will make payment for the
Tendered Notes on the Tender Offer Settlement Date, which is
expected to be on 31 July 2024 (or the Guaranteed Delivery
Settlement Date, which is expected to be on 1 August 2024, in the
case of Tendered Notes tendered by guaranteed delivery procedures,
if any, and no additional Accrued Interest will be paid in respect
of the period from the Tender Offer Settlement Date to the
Guaranteed Delivery Settlement Date in the case of Tendered Notes
for which the guaranteed delivery procedures were used).
Following settlement of the Tender
Offer, the aggregate principal amount of Notes outstanding will
be U.S.$58,406,000.
The
Dealer Managers and the Tender and Information
Agent
The Offeror retained Citigroup Global
Markets Limited and J.P. Morgan Securities plc to act as the dealer
managers for the Tender Offer and Kroll Issuer Services Limited to
act as tender and information agent for the Tender
Offer.
DISCLAIMER
This announcement is for
informational purposes only and does not constitute an offer to
sell, or a solicitation of an offer to buy, any security. The
Tender Offer was made only pursuant to the Offer to Purchase and
only in such jurisdictions as is permitted under applicable law.
None of this announcement, the Offer to Purchase nor any other
documents or materials relating to the Tender Offer constitutes an
offer to purchase or the solicitation of an offer to tender or sell
Notes to or from any person located or resident in any jurisdiction
where such offer or solicitation is unlawful.
The Offer to Purchase has not been
filed or reviewed by any U.S. federal or State or any foreign
securities commission or regulatory authority, nor has any such
commission or authority passed upon the accuracy or adequacy of the
Offer to Purchase. Any representation to the contrary is unlawful
and may be a criminal offense.
The distribution of this announcement
in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which they are released,
published or distributed, should inform themselves about, and
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws of any such
jurisdiction.
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 39.1% of customer loans and 39.5% of
customer deposits as of 31 March 2024, according to data published
by the National Bank of Georgia on the analytical tool
Tableau.