TBC Bank Group PLC TBC acquires leading Georgian e-commerce company (4104J)
19 Agosto 2019 - 8:00AM
UK Regulatory
TIDMTBCG
RNS Number : 4104J
TBC Bank Group PLC
19 August 2019
TBC Group acquires leading Georgian classified e-commerce
company My Group
TBC Bank Group PLC ("TBC Group") announces that it has entered
into an agreement to acquire a 65% stake in LLC My.ge, the leading
classified e-commerce player in Georgia trading under the My.ge
Group ("My Group") name.
My Group operates in four online marketplace verticals:
automotive, automotive spare parts, consumer-to-consumer ("C2C")
and housing. With combined 1.7 million unique monthly visitors, the
online traffic of My Group is one of the largest in Georgia. It is
the market leader in the automotive, spare parts and C2C verticals,
with estimated market shares of approximately 80% in each, while in
housing it is a top 2 player with an estimated market share of
30%-40%.
My Group has grown rapidly in recent years, increasing its
number of unique visitors by around 20% during the last three
years, while its revenue and profit before tax grew by 75% and 88%
respectively during the same period. At the end of 2018, the gross
assets of My Group stood at GEL 3.3 million, while total revenue
and profit before tax for the full year 2018 amounted to GEL 4.0
million and GEL 2.6 million respectively, based on My Group's
unaudited management accounts.
My Group was founded in 2002 by brothers Lasha Gigitelashvili
and Kakha Gigitelashvili and after almost two decades of growth and
diversification, it continues to be managed by these two key
individuals. After completion of the transaction, the management
team will stay for a minimum of one year and will continue to be
actively involved in the development and execution of My Group's
strategy.
The acquisition of My Group is an important step in TBC Group's
strategy to develop a wide-ranging ecosystem that broadens our
relationship with customers and creates strong synergies for the
core banking business. The marketplaces of My Group offer obvious
synergies for TBC Group's lending, payments and insurance
businesses as well as for our recently launched e-businesses,
Vendoo and Livo. The experience and know-how of My Group may also
be applied in the future in other countries where TBC Group
operates.
The shares acquired by TBC Group are sold by Lasha
Gigitelashvili and Kakha Gigitelashvili, in a partial sell-down of
their respective shareholdings. The consideration for the 65% stake
is GEL 19.45 million, implying a valuation of GEL 29.93 million for
My Group. The consideration is payable in cash and will be
satisfied from TBC Group's existing resources. The transaction is
expected to close today. As part of the transaction, TBC Group has
also entered into put/call option arrangements in respect of the
remaining 35% of My Group that it will not acquire at closing. The
other shareholders in My Group will have the ability to put their
shares to TBC Group during the first year following closing, and
again in certain windows after the third and fifth anniversaries of
closing. In addition, if the shareholders are unable to agree on
certain key strategic decisions and the put option has not already
been exercised, TBC Group will have the ability to exercise a call
option over the shares in My Group during certain windows following
the third and fifth anniversaries of closing. Should the other
shareholders exercise the put option during the first year
following closing, then the relevant price will be the price per
share as paid at closing (plus a small percentage uplift). In the
case of any other exercise of the put or call options, the price
will be determined by reference to an agreed formula which is
linked to key performance metrics (including revenue, EBITDA and
the revenue per active customer of My Group). If the put or call
option is exercised, then there are certain transitional provisions
intended to assist TBC Group in becoming the sole owner of MyGroup
and, in addition, TBC Group would benefit from a 24 month
non-compete starting from the exercise of the option.
Vakhtang Butskhrikidze, Chief Executive Officer of TBC Group,
commented:
"The acquisition of My Group provides a strong acceleration in
our ecosystems strategy. It will dramatically increase our digital
presence in the Georgian market and provide access to a large
number of new customers".
Lasha Gigitelashvili, Co-Founder of My Group commented:
"We are thrilled to partner with Georgia's largest bank and
benefit from their world-class digital capabilities and very strong
commitment to the development of ecosystems. I am looking forward
to taking My Group to the next level and offering our customers
exciting new solutions and services."
For further enquiries, please contact:
Director of International Media and Investor Relations
Zoltan Szalai
Or
Head of Investor Relations
Anna Romelashvili
ir@tbcbank.com.ge
About TBC Bank Group PLC ("TBC Group")
TBC Group is a public limited company registered in England and
Wales that was incorporated in February 2016. TBC Group became the
parent company of JSC TBC Bank ("TBC Bank") on 10 August 2016. TBC
Group is listed on the London Stock Exchange under the symbol TBCG
and is a constituent of FTSE 250 Index.
TBC Bank, together with its subsidiaries, is the leading
universal banking group in Georgia, with a total market share of
38.5% of loans and 41.0% of non-banking deposits as at 30 June
2019, according to data published by the National Bank of
Georgia.
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END
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