REG - Turkiye Garanti Bank - Note Purchase
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES OR MAY QUALIFY AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS AMENDED, "MAR").
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "United States") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
16 April 2020
Turkiye Garanti Bankasi A.S. ("Garanti BBVA") today announces that its board of directors has authorised it to purchase up to: (a) USD150,000,000 in aggregate nominal amount of its outstanding USD750,000,000 5.25 per cent. Notes Due 2022 (ISIN: USM8931TAF68 and US900148AD90); (b) USD100,000,000 in aggregate nominal amount of its outstanding USD500,000,000 6.25 per cent. Notes Due 2021 (ISIN: USM8931TAA71 and US900148AA51); and/or (c) USD100,000,000 in aggregate nominal amount of its outstanding USD500,000,000 5.875 per cent. Notes Due 2023 (ISIN: XS1576037284 and US90014QAB32) (together the "Notes") in one or more open-market transactions from time to time following the date of this announcement. Any such purchase of Notes by Garanti BBVA will be subject to the prices at which the Notes are available for purchase by Garanti BBVA in the open market at the relevant time and whether those prices are acceptable to Garanti BBVA. Garanti BBVA might not purchase any Notes, might purchase Notes of one or more series but not the other(s), might purchase different proportionate portions of such series and/or might purchase Notes (including Notes of the same series) at different prices.
Nothing in this announcement constitutes an offer to buy or a solicitation of an offer to sell the Notes and Notes will not be purchased from Noteholders in any circumstances in which such offer or solicitation is unlawful.
Notes purchased by Garanti BBVA may (including partially) be held for resale and resold and/or may be cancelled. Garanti BBVA does not intend to disclose the extent of any such purchase, resale or cancellation otherwise than in accordance with any legal or regulatory obligation Garanti BBVA may have to do so.
For further information, please contact:
Email: ErenYar@garantibbva.com.tr
Phone: +902123182673
This announcement is released by Garanti BBVA and contains information that qualifies or may qualify as inside information for the purposes of Article 7 of MAR encompassing information relating to the potential purchase of Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Mr. Metin Kilic, Head of ALM of Garanti BBVA.
DISTRIBUTION RESTRICTIONS
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by Garanti BBVA to inform themselves about, and to observe, any such restrictions.
United States
This announcement is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States.
Italy
This announcement has not been, and will not be, submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian law. Any relevant purchase of Notes in Italy would be being carried out in Italy as an exempted transaction pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Noteholders or beneficial owners of the Notes that are located in Italy can offer Notes (or such beneficial interests) for purchase by Garanti BBVA through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws or with requirements imposed by CONSOB or any other Italian authority.
United Kingdom
The communication of this announcement is not being made and has not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, this announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
France
This announcement is not being made, directly or indirectly, to the public in the Republic of France ("France"). This announcement has not been and shall not be distributed to the public in France and only: (a) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to receive this announcement. This announcement has not been and will not be submitted for clearance to or approved by the Autorité des Marchés Financiers.
Belgium
This announcement has not been submitted, and will not be submitted, for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marchés financiers) and, accordingly, no offer may be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, this announcement may not be advertised, and has not been and will not be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement has been issued only for the personal use of the above-noted qualified investors. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.ENDISESFSFLMESSEDL