REG - TBC Bank Group PLC - Final Results of AT1 Capital Notes Tender Offer

TBC BankAnnouncement

30/07/2024 12:30

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RNS Number : 4265Y  TBC Bank Group PLC  30 July 2024

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not withdrawn (the "Tendered Notes").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 (mailto: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.

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