REG - TBC Bank Group PLC - Tender Offer

TBC BankAnnouncement

23/03/2022 08:00

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RNS Number : 7320F  TBC Bank Group PLC  23 March 2022

 
 TBC Bank announces tender offer for its senior unsecured notes

 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 its subsidiary, JSC TBC Bank
 (the "Issuer") has today 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 and upon the terms and subject to the conditions set forth in, a
 tender offer memorandum dated 23 March 2022 (as it may be amended or
 supplemented from time to time, 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
 below). 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 Tender Offer Memorandum.

 Summary of the Tender Offer

 Description of the Notes / Outstanding Principal Amount / ISIN / Common Code
 (RegS)/ Minimum Purchase Price / Purchase Price

 USD300mn 5.750% Senior Unsecured Notes (the "Notes") / USD300mn / XS1843434363
 / 184343436 / USD910 per USD1,000 in principal amount / To be determined
 pursuant to the Modified Dutch Auction Procedure

 Maximum Consideration Amount and Acceptance Amount

 The Issuer intends to purchase an aggregate principal amount of the Notes such
 that the aggregate Purchase Price payable by the Issuer (which, for the
 avoidance of doubt, does not include any Accrued Interest Amount (as defined
 below)) for the principal amount of the Notes is no greater than the Maximum
 Consideration Amount, which is equal to U.S.$100,000,000 in cash. The Issuer
 reserves the right, in its sole and absolute discretion, to purchase Notes in
 excess of or below the Maximum Consideration Amount, or not to purchase any
 Notes, subject to applicable law.

 Purchase Prices

 Noteholders that validly tender their Notes at or prior to the Expiration
 Deadline, if the Issuer accepts the tender of such Notes, will be paid
 (subject to the conditions set out in the Tender Offer Memorandum):

*the Purchase price, which shall be determined in accordance with the Modified
 Dutch Auction Procedure; and

*an amount in cash in US dollars equal to the applicable Accrued Interest
 Amount to (but excluding) the Payment Date (rounded to the nearest cent, with
 USD0.005 to be taken as a full cent).

 Modified Dutch Auction Procedure in relation to the Notes

 Under the Modified Dutch Auction Procedure, the Issuer will determine in its
 sole discretion the Purchase Price (expressed as the amount payable for each
 U.S.$1,000 in principal amount of the Notes equal to, or in an increment of
 U.S.$0.50 per U.S.$1,000 in principal amount of such Notes above, the Minimum
 Purchase Price), in each case, taking into account the principal amount of the
 Notes so tendered and the Offer Prices (as defined in the Tender Offer
 Memorandum) specified (or deemed to be specified, as set out below) by
 tendering Noteholders.

 The Purchase Price for the Notes will represent the lowest price that will
 enable the Issuer to purchase an aggregate principal amount of the Notes,
 which equals the Maximum Consideration Amount, and shall either be the Minimum
 Purchase Price, or an increment of U.S.$0.50 per U.S.$1,000 in principal
 amount of such Notes above the Minimum Purchase Price. The Purchase Price will
 apply to all Notes accepted for purchase.

 Tender instructions in respect of the Notes may be submitted in the form of
 either a Competitive Offer (which specifies a purchase price higher than the
 Minimum Purchase Price) or a Non-Competitive Offer (which does not specify a
 purchase price or specifies a price less than or equal to the Minimum Purchase
 Price).

 If a Competitive Offer specifies a purchase price that is not in whole
 increments of U.S.$0.50 per U.S.$1,000, such purchase price will be rounded up
 to the nearest increment of U.S.$0.50 per U.S.$1,000 in principal amount of
 the Notes.

 Accrued Interest Amount

 In addition to the Purchase Price, the Issuer will pay, as part of the
 consideration for the Notes accepted for purchase in the Tender Offer, a sum
 equivalent to accrued and unpaid interest, if any (the "Accrued Interest
 Amount"), from (and including) the immediately preceding interest payment date
 for the Notes to (but excluding) the Payment Date.

 Rationale for the Tender Offer

 The Issuer is, among other objectives, currently seeking opportunities to
 utilise its liquidity to optimise its liability portfolio. To support these
 objectives, the Issuer wishes to use available funds to reduce the amount of
 its outstanding debt under the Notes. Any Notes tendered and accepted for
 purchase by the Issuer will be cancelled.

 Conditions to the Tender Offer

 The completion of the Tender Offer is subject to, among other things, the
 conditions to the Tender Offer set out under "Conditions to the Tender Offer"
 in the Tender Offer Memorandum.

 Notes that are not successfully tendered for purchase pursuant to the Tender
 Offer and the terms and conditions set out in the Tender Offer Memorandum will
 remain outstanding on the existing terms and conditions of the Notes.

 Scaling

 In the event that tender instructions are received in respect of an aggregate
 principal amount of Notes which is greater than the Maximum Consideration
 Amount, such tender instructions will be accepted on a pro rata basis, as
 further described in the Tender Offer Memorandum.

 In addition, in the event of any such scaling, the Issuer intends to apply pro
 rata scaling to each valid tender of Notes in a manner further described in
 the Tender Offer Memorandum.

 Expected Timetable of Events

 Commencement Date: 23 March 2022

 Expiration Deadline: 4:00 pm (London) on 31 March 2022, unless extended or
 earlier terminated by the Issuer. In the case of an extension, the Expiration
 Deadline will be such other date and time as so extended

 Results Announcement Date: 1 April 2022

 Payment Date: A date promptly following the Expiration Deadline and is
 expected to be on or about 6 April 2022

 Further details about the Tender Offer can be obtained from:

 The Dealer Manager

 Renaissance Securities (Cyprus) Limited: +357(22)505800 /
 SyndicateDCM@rencap.com (mailto:SyndicateDCM@rencap.com)

 The Tender Agent

 Lucid Issuer Services:  +44 (0)207 704 0880 / tbcbank@lucid-is.com
 (mailto:tbcbank@lucid-is.com)

 DISCLAIMER

 This announcement must be read in conjunction with the Tender Offer
 Memorandum. No offer or invitation to acquire or exchange any securities is
 being made pursuant to this announcement. This announcement and the Tender
 Offer Memorandum contain important information, which must be read carefully
 before any decision is made with respect to the Tender Offer. If any
 Noteholder 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 Issuer, the Dealer Manager or the Tender 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 Issuer, the Dealer Manager or the Tender Agent will have any liability or
 responsibility in respect thereto.

 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.

 

TBC Bank announces tender offer for its senior unsecured notes

 

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 its subsidiary, JSC TBC Bank
(the "Issuer") has today 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 and upon the terms and subject to the conditions set forth in, a
tender offer memorandum dated 23 March 2022 (as it may be amended or
supplemented from time to time, 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
below). 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 Tender Offer Memorandum.

 

Summary of the Tender Offer

Description of the Notes / Outstanding Principal Amount / ISIN / Common Code
(RegS)/ Minimum Purchase Price / Purchase Price

 

USD300mn 5.750% Senior Unsecured Notes (the "Notes") / USD300mn / XS1843434363
/ 184343436 / USD910 per USD1,000 in principal amount / To be determined
pursuant to the Modified Dutch Auction Procedure

 

Maximum Consideration Amount and Acceptance Amount

The Issuer intends to purchase an aggregate principal amount of the Notes such
that the aggregate Purchase Price payable by the Issuer (which, for the
avoidance of doubt, does not include any Accrued Interest Amount (as defined
below)) for the principal amount of the Notes is no greater than the Maximum
Consideration Amount, which is equal to U.S.$100,000,000 in cash. The Issuer
reserves the right, in its sole and absolute discretion, to purchase Notes in
excess of or below the Maximum Consideration Amount, or not to purchase any
Notes, subject to applicable law.

 

Purchase Prices

Noteholders that validly tender their Notes at or prior to the Expiration
Deadline, if the Issuer accepts the tender of such Notes, will be paid
(subject to the conditions set out in the Tender Offer Memorandum):

 * the Purchase price, which shall be determined in accordance with the Modified
Dutch Auction Procedure; and

 * an amount in cash in US dollars equal to the applicable Accrued Interest
Amount to (but excluding) the Payment Date (rounded to the nearest cent, with
USD0.005 to be taken as a full cent).

 

Modified Dutch Auction Procedure in relation to the Notes

Under the Modified Dutch Auction Procedure, the Issuer will determine in its
sole discretion the Purchase Price (expressed as the amount payable for each
U.S.$1,000 in principal amount of the Notes equal to, or in an increment of
U.S.$0.50 per U.S.$1,000 in principal amount of such Notes above, the Minimum
Purchase Price), in each case, taking into account the principal amount of the
Notes so tendered and the Offer Prices (as defined in the Tender Offer
Memorandum) specified (or deemed to be specified, as set out below) by
tendering Noteholders.

 

The Purchase Price for the Notes will represent the lowest price that will
enable the Issuer to purchase an aggregate principal amount of the Notes,
which equals the Maximum Consideration Amount, and shall either be the Minimum
Purchase Price, or an increment of U.S.$0.50 per U.S.$1,000 in principal
amount of such Notes above the Minimum Purchase Price. The Purchase Price will
apply to all Notes accepted for purchase.

 

Tender instructions in respect of the Notes may be submitted in the form of
either a Competitive Offer (which specifies a purchase price higher than the
Minimum Purchase Price) or a Non-Competitive Offer (which does not specify a
purchase price or specifies a price less than or equal to the Minimum Purchase
Price).

 

If a Competitive Offer specifies a purchase price that is not in whole
increments of U.S.$0.50 per U.S.$1,000, such purchase price will be rounded up
to the nearest increment of U.S.$0.50 per U.S.$1,000 in principal amount of
the Notes.

 

Accrued Interest Amount

In addition to the Purchase Price, the Issuer will pay, as part of the
consideration for the Notes accepted for purchase in the Tender Offer, a sum
equivalent to accrued and unpaid interest, if any (the "Accrued Interest
Amount"), from (and including) the immediately preceding interest payment date
for the Notes to (but excluding) the Payment Date.

 

Rationale for the Tender Offer

The Issuer is, among other objectives, currently seeking opportunities to
utilise its liquidity to optimise its liability portfolio. To support these
objectives, the Issuer wishes to use available funds to reduce the amount of
its outstanding debt under the Notes. Any Notes tendered and accepted for
purchase by the Issuer will be cancelled.

 

Conditions to the Tender Offer

The completion of the Tender Offer is subject to, among other things, the
conditions to the Tender Offer set out under "Conditions to the Tender Offer"
in the Tender Offer Memorandum.

Notes that are not successfully tendered for purchase pursuant to the Tender
Offer and the terms and conditions set out in the Tender Offer Memorandum will
remain outstanding on the existing terms and conditions of the Notes.

 

Scaling

In the event that tender instructions are received in respect of an aggregate
principal amount of Notes which is greater than the Maximum Consideration
Amount, such tender instructions will be accepted on a pro rata basis, as
further described in the Tender Offer Memorandum.

In addition, in the event of any such scaling, the Issuer intends to apply pro
rata scaling to each valid tender of Notes in a manner further described in
the Tender Offer Memorandum.

 

Expected Timetable of Events

 

Commencement Date: 23 March 2022

Expiration Deadline: 4:00 pm (London) on 31 March 2022, unless extended or
earlier terminated by the Issuer. In the case of an extension, the Expiration
Deadline will be such other date and time as so extended

Results Announcement Date: 1 April 2022

Payment Date: A date promptly following the Expiration Deadline and is
expected to be on or about 6 April 2022

 

Further details about the Tender Offer can be obtained from:

 

The Dealer Manager

Renaissance Securities (Cyprus) Limited: +357(22)505800 /
SyndicateDCM@rencap.com (mailto:SyndicateDCM@rencap.com)

 

The Tender Agent

Lucid Issuer Services:  +44 (0)207 704 0880 / tbcbank@lucid-is.com
(mailto:tbcbank@lucid-is.com)

 

 

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or exchange any securities is
being made pursuant to this announcement. This announcement and the Tender
Offer Memorandum contain important information, which must be read carefully
before any decision is made with respect to the Tender Offer. If any
Noteholder 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 Issuer, the Dealer Manager or the Tender 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 Issuer, the Dealer Manager or the Tender Agent will have any liability or
responsibility in respect thereto.

 

 

 

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.

 

 

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