REG - TBC Bank Group PLC - TBC Bank Announces the Tender Offer for AT1 Notes

TBC BankAnnouncement

19/07/2024 13:00

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RNS Number : 0982X  TBC Bank Group PLC  19 July 2024

TBC Bank Announces an Offer to Purchase its 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN
WHICH SUCH DISTRIBUTION IS UNLAWFUL.

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.$125,000,000 10.775% Perpetual
Subordinated Callable Additional Tier 1 Capital Notes (Regulation S ISIN:
XS1843433126; Rule 144A ISIN: US48128XAB91) (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 19 July 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

 Title of Notes                                                              ISIN/CUSIP                       Outstanding Principal Amount  Tender Offer Consideration((1)(2))  Amount subject to the Tender Offer
 U.S.$125,000,000 10.775% Perpetual Subordinated Callable Additional Tier 1  Regulation S ISIN: XS1843433126  U.S.$125,000,000              U.S.$1,001.25                       Any and all
 Capital Notes issued by JSC TBC Bank                                        Rule 144A ISIN: US48128XAB91

CUSIP: 48128XAB9

____________________________

(1)       Excludes Accrued Interest, which will also be paid.

(2)       Per U.S.$1,000 in principal amount.

Accrued Interest Amount

In addition to the Tender Offer Consideration, 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 in principal amount of Notes,
from and including the last interest payment date up to the Settlement Date
(as specified in the Offer to Purchase).

Purpose and Background of the Tender Offer

The Offeror is making the Tender Offer as a way of managing its financial
liabilities and to provide investors with liquidity at a time of perceived
elevated geopolitical uncertainty in the region.

As of the date of this announcement, the National Bank of Georgia (the "NBG")
has provided its consent and approval (a) to the Offeror tendering for or
repurchasing any or all of the Notes, and (b) to the Offeror redeeming all of
its outstanding Notes. In accordance with the terms and conditions of the
Notes, the Notes can be redeemed by the Offeror on 3 October 2024 and every
fifth anniversary thereof.

Source of Funds

The Offeror intends to use the opportunity to purchase any and all of the
Notes pursuant to the approval granted by the NBG and to use existing cash on
hand to fund the Tender Offer.

The Dealer Managers

The Offeror has retained Citigroup Global Markets Limited and J.P. Morgan
Securities plc to act as the dealer managers for the Tender Offer. Questions
regarding the Tender Offer may be directed to Citigroup Global Markets Limited
at: +44 20 7986 8969 or by email to liabilitymanagement.europe@citi.com
(mailto:liabilitymanagement.europe@citi.com) or J.P. Morgan Securities plc at:
+44 20 7134 2468 or by email to: em_europe_lm@jpmorgan.com
(mailto:em_europe_lm@jpmorgan.com) .

The Tender and Information Agent

The Offeror has retained Kroll Issuer Services Limited to act as tender and
information agent for the Tender Offer. Questions regarding procedures for
tendering Notes may be directed to Kroll Issuer Services Limited at: +44 20
7704 0880 or by email at: tbcbank@is.kroll.com (mailto:tbcbank@is.kroll.com) .
All documentation relating to the Offer, together with any updates, will also
be available on the offer website (https://deals.is.kroll.com/tbcbank
(https://deals.is.kroll.com/tbcbank) ) operated by the Tender and Information
Agent for the purpose of the Offer.

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 Holder 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 Offeror, the Dealer Managers or the Tender and Information 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 Managers or the Tender and Information 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 NBG. This
announcement has been issued only for personal use of investors eligible to
hold the Notes in compliance the terms and conditions of the Notes and the
laws of Georgia, and must not be passed on to third parties or otherwise
further distributed.

 

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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