TBC Bank Group
Holding Company of JSC TBC Bank

Tender Offer Documentation

Important information: Please read and confirm beneath

 

THIS WEBSITE (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF SECURITIES FOR SALE, OR SOLICITATION OF AN OFFER TO PURCHASE SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. NO PUBLIC OFFERING OF THE SECURITIES WILL BE MADE IN THE UNITED STATES.

 

Confirmation of Understanding and Acceptance of Disclaimer

 

These materials are for informational purposes only and are not directed to, nor are they intended for, access by persons located or resident in the United States. I certify that I am not located in the United States and I am not a U.S. Person (as such terms are defined in Regulation S under the Securities Act). I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms.

 

 

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DISCLAIMER - IMPORTANT

 

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY THE TBC Group IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

 

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OR RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR PERSONS IN ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION.

 

Please read this notice carefully – it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

 

Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

 

The information in the following pages is not intended for, and is not to be made available to, persons in the United States, Canada, Japan, Australia or the Republic of South Africa. Any announcements regarding securities offerings, or references to securities offerings, that are contained on these pages do not constitute an offering of those securities. Any offering of securities will be contained in the prospectus that contains detailed information about the issuer and the offered securities, including a discussion of risks, the issuer’s business and relevant financial information.

 

The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful. Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, Japan, or the Republic of South Africa. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States

 

In member states of the European Economic Area (“EEA”) other than the United Kingdom, these materials are only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and any amendments thereto including Directive 2010/73/EU to the extent implemented in the relevant EEA member state) and any relevant implementing measure in the relevant member state of the EEA (“Qualified Investors”). This information must not be acted on or relied on in any member state of the EEA other than the United Kingdom by persons who are not Qualified Investors. In any member state of the EEA other than the United Kingdom, any investment or investment activity to which this information relates is only available to Qualified Investors, and will be engaged only with such persons.

 

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa.

 

Basis of access

Access to electronic versions of these materials is being made available on this webpage by the TBC Group in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to the TBC Group that they are doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy securities in the TBC Group. Further, it does not constitute a recommendation by the TBC Group or any other party to sell or buy securities in the TBC Group.

 

Confirmation of understanding and acceptance of disclaimer

By clicking on the "Agree" button, I warrant that I am not located in the United States and am not resident or located in Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where accessing these materials is unlawful, and I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States, Australia, Canada, Japan, the Republic of South Africa or any other territory where to do so would breach applicable local law or regulation or would require registration or licensing within such jurisdiction.

 

I have read and understood the disclaimer set out above. I understand that it may affect my rights and I agree to be bound by its terms. By clicking on the "Agree" button, I confirm that I am permitted to proceed to electronic versions of the materials.

 

 

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IMPORTANT INFORMATION

 

You have indicated that you are not located in the United Kingdom. These materials are not intended for, directed at or accessible by persons located outside the United Kingdom. However, persons located in jurisdictions other than the United States that make the below certifications can access these materials. Please read the certifications below carefully and provide the information requested in order to receive these materials. If you cannot make the below certifications, please exit this page.

 

Certifications

 

For users located within the EEA

 

“We are located or resident in a member state of the European Economic Area ("EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State") and are 'qualified investors' within the meaning of Article 2(1)(e) the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a Qualified Investor, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.”

 

By clicking “I AGREE” below, you are certifying that the certifications and information provided are true and accurate, that you would like to access the materials. You agree that the materials you receive are for your own use and will not be released, published or distributed to any person (other than persons in your organisation who are not located or resident in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which it would be unlawful to do so).

 

Your data will be held by the TBC Group and processed only to ensure our compliance with applicable regulations.

 

 

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For users outside the US and EEA who are able, under locally applicable law, to access the materials

 

“We confirm that we are an institutional investor and are not located or resident in Australia, Canada, Japan, South Africa, the United States or any jurisdiction in which it would be unlawful for us to access the announcement (the “Announcement”) and other offer materials published by the TBC Group  in connection with its placing of ordinary shares which are available on this website (the “Offer Materials”). We confirm that our accessing the Offer Materials is lawful and in accordance with the laws of the jurisdiction in which we are located or resident and we confirm that we will not, nor are we authorised to, deliver, release, publish or distribute the Offer Materials, electronically or otherwise, in or into any jurisdiction or to any other person.”

 

By clicking “I AGREE” below, you are certifying that the certifications and information provided are true and accurate, that you would like to access the materials. You agree that the materials you receive are for your own use and will not be delivered, released, published or distributed to any person (other than persons in your organisation who are not located or resident in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which it would be unlawful to do so).

 

Your data will be held by the TBC Group and processed only to ensure our compliance with applicable regulations.

 

 

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