REG - TBC Bank Group PLC - TBC Bank announces tender offer results

TBC BankAnnouncement

01/04/2022 09:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220401:nRSA9304Ga&default-theme=true

RNS Number : 9304G  TBC Bank Group PLC  01 April 2022

 TBC Bank announces tender offer results

 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 on 23 March 2022, its
 subsidiary, JSC TBC Bank (the "Issuer") launched an invitation to holders (the
 "Noteholders") of its outstanding U.S.$300,000,000 5.75% notes due 2024 (ISIN:
 XS1843434363; Common Code: 184343436) (the "Notes"), subject to the offer and
 distribution restrictions below, and upon the terms and subject to the
 conditions set forth in a tender offer memorandum dated 23 March 2022 (the
 "Tender Offer Memorandum"), to tender for purchase for cash the outstanding
 Notes, in accordance with the procedures described therein, subject to the
 Maximum Consideration Amount (as defined in the Tender Offer Memorandum). The
 invitation to tender the Notes for purchase is referred to herein as the
 "Tender Offer".

 Capitalised terms used and not otherwise defined in this announcement have the
 meanings given in the Tender Offer Memorandum.

 The Issuer conducted the Tender Offer to utilise its liquidity to optimise its
 liability portfolio and to reduce the amount of its outstanding debt under the
 Notes. Any Notes tendered and accepted for purchase by the Issuer will be
 cancelled.

 The Issuer hereby informs Noteholders that at or prior to the Expiration
 Deadline (being 4:00 pm (London time) on 31 March 2022) the aggregate
 principal amount of the Notes validly tendered (and received by the Tender
 Agent at or prior to the Expiration Deadline) was U.S.$111,538,000 and the
 aggregate principal amount of the Notes accepted by the Issuer was
 U.S.$54,680,000. Other details of the Tender Offer are set forth in the table
 below:

Description of the Notes               ISIN / Common Code (Reg S)  Minimum Denomination                                          Maximum Consideration Amount  Purchase Price*                                           Outstanding Principal Amount Following Settlement of the

 Tender Offer
 U.S.$300,000,000 5.75% notes due 2024  XS1843434363/ 184343436     U.S.$200,000 and integral multiples of U.S.$1,000 thereafter  U.S.$54,680,000               U.S.$960 per U.S.$1,000 in principal amount of the Notes  U.S.$245,320,000

* Determined by the Issuer pursuant to the Modified Dutch Auction Procedure

 On or about 6 April 2022 (the "Payment Date"), subject to the conditions
 described in the Tender Offer Memorandum, the Noteholders will be paid (i) the
 Purchase Price for the validly tendered and accepted Notes, and (ii) the
 Accrued Interest Amount from (and including) the immediately preceding
 interest payment date for the Notes to (but excluding) the Payment Date.

 As further described in the Tender Offer Memorandum, Notes offered for
 purchase at an Offer Price higher than the Purchase Price will not be accepted
 pursuant to the Tender Offer.

 The Tender Offer has now expired and no further Notes can be tendered for
 purchase.

 Notes that have not been successfully tendered for purchase and accepted by
 the Issuer pursuant to the Tender Offer and the terms and conditions set out
 in the Tender Offer Memorandum will remain outstanding and will remain subject
 to the terms and conditions of such Notes.

 For Further Information

 Further details about the Tender Offer can be obtained from:

 The Dealer Manager

 Renaissance Securities (Cyprus) Limited

 Arch. Makariou III, 2-4

 Capital Center, 9th floor

 Nicosia, 1065

 Republic of Cyprus

 Email:                     SyndicateDCM@rencap.com

 Attention:              Debt Capital Markets Syndicate

 By telephone:       +357 (22) 505 800

 The Tender Agent

 Lucid Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Attention:              Jacek Kusion

 Telephone:           +44 (0)207 704 0880

 Email:                     tbcbank@lucid-is.com

 Website:                https://deals.lucid-is.com/tbcbank
 (https://deals.lucid-is.com/tbcbank)

 DISCLAIMER

 This announcement must be read in conjunction with the Tender Offer
 Memorandum. No offer or invitation to acquire or sell any notes is being made
 pursuant to this announcement. The distribution of this announcement and the
 Tender Offer Memorandum in certain jurisdictions may be restricted by law.
 Persons into whose possession this announcement or the Tender Offer Memorandum
 comes are required by the Issuer, the Dealer Manager and the Tender Agent to
 inform themselves about, and to observe, any such restrictions.

 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 (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 and other closely related fields. TBC PLC also recently expanded its
 operations in Uzbekistan. TBC PLC is listed on the London Stock Exchange under
 the symbol TBCG and is a constituent of 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 38.8% of customer loans and 40.4% of
 customer deposits as of 31 December 2021, according to data published by the
 National Bank of Georgia.

* Determined by the Issuer pursuant to the Modified Dutch Auction Procedure

 

 

On or about 6 April 2022 (the "Payment Date"), subject to the conditions
described in the Tender Offer Memorandum, the Noteholders will be paid (i) the
Purchase Price for the validly tendered and accepted Notes, and (ii) the
Accrued Interest Amount from (and including) the immediately preceding
interest payment date for the Notes to (but excluding) the Payment Date.

 

As further described in the Tender Offer Memorandum, Notes offered for
purchase at an Offer Price higher than the Purchase Price will not be accepted
pursuant to the Tender Offer.

 

The Tender Offer has now expired and no further Notes can be tendered for
purchase.

 

Notes that have not been successfully tendered for purchase and accepted by
the Issuer pursuant to the Tender Offer and the terms and conditions set out
in the Tender Offer Memorandum will remain outstanding and will remain subject
to the terms and conditions of such Notes.

 

For Further Information

Further details about the Tender Offer can be obtained from:

 

The Dealer Manager

 

Renaissance Securities (Cyprus) Limited

Arch. Makariou III, 2-4

Capital Center, 9th floor

Nicosia, 1065

Republic of Cyprus

 

Email:                     SyndicateDCM@rencap.com

Attention:              Debt Capital Markets Syndicate

By telephone:       +357 (22) 505 800

 

The Tender Agent

 

Lucid Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

 

Attention:              Jacek Kusion

Telephone:           +44 (0)207 704 0880

Email:                     tbcbank@lucid-is.com

Website:                https://deals.lucid-is.com/tbcbank
(https://deals.lucid-is.com/tbcbank)

 

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or sell any notes is being made
pursuant to this announcement. The distribution of this announcement and the
Tender Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement or the Tender Offer Memorandum
comes are required by the Issuer, the Dealer Manager and the Tender Agent to
inform themselves about, and to observe, any such restrictions.

 

 

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 (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 and other closely related fields. TBC PLC also recently expanded its
operations in Uzbekistan. TBC PLC is listed on the London Stock Exchange under
the symbol TBCG and is a constituent of 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 38.8% of customer loans and 40.4% of
customer deposits as of 31 December 2021, according to data published by the
National Bank of Georgia.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RTEKZGGDNMDGZZG