REG - TBC Bank Group PLC - Tender Offer for Senior Unsecured Notes

TBC BankAnnouncement

15/04/2024 11:15

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RNS Number : 6320K  TBC Bank Group PLC  15 April 2024

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
(mailto:liabilitymanagement.europe@citi.com)

J.P. Morgan Securities plc: +44 20 7134 2468 / em_europe_lm@jpmorgan.com
(mailto:em_europe_lm@jpmorgan.com)

The Tender Agent

Kroll Issuer Services Limited:  +44 20 7704 0880 / tbcbank@is.kroll.com
(mailto: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 (mailto: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.

 

 

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