NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL
TBC Bank Announces Final
Results in Respect of the Offer to Purchase Any and All of Its
5.75% Notes Due 2024
TBC Bank Group PLC ("TBC PLC") announces the results of the
offer to purchase launched on 15 April 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 5.75% Notes due 2024 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 15 April 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.
As of the Expiration Deadline a total
of U.S.$98,483,000 in aggregate principal amount of outstanding
Notes had been validly tendered and not withdrawn. The
settlement with respect to such tendered Notes occurred on 30 April
2024, shortly following the Early Tender Expiration
Deadline.
In addition, as previously announced
by the Offeror, the Offeror has also acquired U.S.$3,209,000 in
aggregate principal amount of outstanding Notes at par through
privately negotiated transactions during the course of the Tender
Offer and in addition already held U.S.$16,185,000 of Notes
previously acquired. The Offeror will cancel U.S.$19,394,000
of the aggregate principal amount of the Notes owned by the Offeror
on or around 14 May 2024.
Following settlement of the Tender
Offer and cancellation of the Notes owned by the Offeror, the
aggregate principal amount of Notes outstanding is expected to
be U.S.$127,443,000.
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. Baker
& McKenzie LLP advised the Offeror and Latham & Watkins
advised the dealer managers.
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
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.