REG - TBC Bank Group PLC - TBC Announces New HoldCo with EBRD & IFC in UZ

TBC BankAnnouncement

28/03/2025 15:30

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RNS Number : 7612C  TBC Bank Group PLC  28 March 2025

 TBC Announces New Holding Company with EBRD and IFC in Uzbekistan

 TBC Bank Group PLC ("TBC PLC") is pleased to announce that it has agreed an
 enhancement of its joint venture arrangements with the European Bank for
 Reconstruction and Development ("EBRD") and the International Finance
 Corporation ("IFC") by consolidation of its businesses in Uzbekistan under a
 single holding company, TBC Digital ("TBC Digital"). TBC Digital is
 incorporated in Uzbekistan and will manage TBC Group's business in Uzbekistan,
 which operates as TBC Uzbekistan.

 As announced on 30 September 2021, the EBRD and IFC entered into a joint
 venture with TBC PLC in relation to TBC PLC's wholly owned Uzbek subsidiary,
 TBC Bank ("TBC UZ"), to support its continued growth. Under the terms of those
 arrangements, TBC PLC retained 60% ownership of TBC UZ and each of the EBRD
 and IFC acquired 20% of TBC UZ. That joint venture has been regulated by a
 shareholders' agreement which contained customary board and shareholder
 reserved matters. Under the terms of the joint venture, the EBRD and IFC also
 entered into an option agreement with TBC PLC which provided for a put option
 for EBRD and IFC and a call option for TBC PLC.

 TBC PLC, the EBRD and IFC today have agreed a re-organisation of these
 arrangements under which both TBC UZ and Payme JSC, 100% subsidiary of TBC PLC
 and the country's leading payment app, will be 100% owned by TBC Digital. TBC
 PLC will own 79.7% of TBC Digital and each of the EBRD and IFC will own
 approximately 10.15%. The governance arrangements that have previously been in
 place in respect of TBC UZ will be terminated and largely replicated for TBC
 Digital. In particular, there will be a new shareholders' agreement between
 TBC PLC, the EBRD and IFC, which will contain customary board and shareholder
 reserved matters.

 In addition, the EBRD and IFC have also entered into a new option agreement
 with TBC PLC. This provides, among others, that each of the EBRD and IFC may
 exercise a put of their respective shares in TBC Digital to TBC PLC following
 the fifth anniversary of the new arrangements. The put option would be settled
 by the issue of new shares of TBC PLC or, to the extent that was not
 practicable, in cash. TBC PLC will also have a call option from the eighth
 anniversary of the new arrangements pursuant to which it would be able to
 acquire for cash any shares in TBC Digital held by the EBRD and IFC at that
 time.

 The new arrangements will come into effect after completion of the applicable
 registration requirements, which is expected to be within the next three
 months.

Vakhtang Butskhrikidze, CEO of TBC Bank Group, commented:

 "We are grateful to our partners at the EBRD and IFC for their unwavering
 commitment to the success of TBC Uzbekistan, our fast-growing digital banking
 business.

 They are an integral part of our story in Central Asia's most populous nation,
 where TBC is driving the expansion of digital banking in the region and has
 achieved remarkable results since operations commenced nearly 6 years ago.

 The establishment of TBC Digital as our new holding company will unlock
 additional synergies, enhance governance and create more value for our
 shareholders.

 It will further support TBC's fast and sustainable growth in the country,
 driven by our stellar team led by Nika Kurdiani as CEO of TBC Uzbekistan."

 Francis Malige, EBRD's Managing Director for Financial Institutions,
 commented:

 "We are excited to embark on this new chapter with our long-standing partners,
 TBC PLC and IFC. TBC Digital will consolidate all Uzbek operations, streamline
 the governance, and unify the digital-first strategic objectives.  The next
 phase will focus on scaling up financial services to retail customers, small
 and medium-sized businesses and individual entrepreneurs.

 Recently, TBC introduced the country's first fully digital banking services
 tailored for SMEs. Improved access to finance through user-friendly digital
 tools and a paperless onboarding process is critical for fostering a dynamic
 and inclusive financial ecosystem for SMEs in Uzbekistan.

 TBC Uzbekistan has emerged as a transformative player, demonstrating the
 viability of digital banking in a reforming economy. Its success underscores
 the importance of customer-centric innovation, acting as a catalyst for the
 sector-wide modernisation.  The bank's trajectory shows that agility and
 digital adoption are critical for success in evolving markets."

 Momina Aijazuddin, IFC Regional Industry Head, Financial Institutions, said:

 "IFC is committed to fostering digital financial inclusion and sustainable
 economic growth in Uzbekistan. By consolidating TBC Uzbekistan's operations
 under TBC Digital, we leverage the advantage of digital services to expand
 access to finance for individuals, medium, small, and micro businesses across
 the country.

 We believe that this move will enhance TBC's ability to provide innovative
 financial solutions and to further support the economic development of
 Uzbekistan."

About EBRD:

 The EBRD is a multilateral bank that promotes the development of the private
 sector and entrepreneurial initiative in 36 economies across three continents.
 The Bank is owned by 75 countries, as well as the EU and the EIB. EBRD
 investments are aimed at making the economies in its regions competitive,
 well-governed, green, inclusive, resilient and integrated. Uzbekistan is the
 leading recipient of EBRD funding in Central Asia for the fifth year in a row.
 To date, the Bank has invested around €5.5 billion in 174 projects across
 the country, with most of those funds supporting private entrepreneurship.

 About IFC:

 IFC - a member of the World Bank Group - is the largest global development
 institution focused on the private sector in emerging markets. We work in more
 than 100 countries, using our capital, expertise, and influence to create
 markets and opportunities in developing countries. In fiscal year 2024, IFC
 committed a record US$56 billion to private companies and financial
 institutions in developing countries, leveraging private sector solutions and
 mobilizing private capital to create a world free of poverty on a livable
 planet. For more information, visit www.ifc.org (https://www.ifc.org/en/home)
 .

 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's mission is to make people's lives easier by providing
 digitally-led financial services to retail and corporate customers. TBC Bank
 Group PLC ("TBC PLC") is a public limited company registered in England and
 Wales and is the parent company of TBC Bank Georgia and TBC Uzbekistan.

 TBC Bank Georgia, together with its subsidiaries, is the leading financial
 services group in Georgia, with a total market share of 38.5% of customer
 loans and 38.1% of customer deposits as of 31 December 2024, according to data
 published by the National Bank of Georgia.

 TBC Uzbekistan is the leading digital banking ecosystem in Central Asia with
 18 mln unique registered users that includes TBC Bank Uzbekistan, the
 country's largest mobile-only bank, Payme, a leading digital payments app for
 individuals and small businesses, and Payme Nasiya, an instalment credit
 business.

 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.

 

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