Perpetual Subordinated Notes

Main terms of the bond

JSC TBC Bank Prices US$ 300 million Perpetual Subordinated Callable Additional Tier 1 Capital Notes

Main terms of the bond

TBC Bank prices US$ 75 million Additional Tier 1 Capital Perpetual Subordinated Notes

NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

On Thursday, 28 October JSC TBC Bank (the "Bank"), the leading bank in Georgia, successfully priced a US$75 million 8.9% yield Additional Tier 1 Capital Perpetual Subordinated Notes issue (the "Notes"). The Notes are being offered and sold in accordance with Rule 144A and Regulation S.

The Notes meet the NBG criteria (consistent with Basel III requirements) for qualification as Additional Tier 1 Capital and will further strengthen the Bank's capital base and support the Bank's growth and sustainable development.

Vakhtang Butskhrikidze, CEO, TBC Bank, commented:
"We are happy that the new issue attracted solid demand from investors across EU, UK and US evidencing strong investor appetite for TBC's quality credit story. The AT1 issue will allow TBC Bank to maintain an efficient capital structure and strong capital base to fund mid-term growth opportunities". 

The book building followed a series of debt investor meetings and enjoyed strong investor appetite with an orderbook that peaked at over US$200 million, including a wide geographic distribution, represented by significant uptake in the UK, Switzerland and other Europe.

The Notes are expected to be listed Euronext Dublin's Global Exchange Market on or about 4 November 2021 and to be rated B- by Fitch.

Barclays, Citigroup, J.P. Morgan and Renaissance Capital are acting as Joint Bookrunners and Joint Lead Managers for the Notes, and TBC Capital is acting as Joint Lead Manager. Baker & McKenzie LLP and Dentons Georgia LLC are acting as legal advisors to the Bank, while Latham & Watkins LLP and BGI Advisory Services Georgia LLC are acting as legal advisors to the Joint Lead Managers.

MANUFACTURER TARGET MARKET (MIFID II PRODUCT GOVERNANCE / UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS). NO PRIIPS OR UK PRIIPS KEY INFORMATION DOCUMENT (KID) HAS BEEN PREPARED AS NOT AVAILABLE TO RETAIL IN EEA OR UK. NO SALES TO RETAIL CLIENTS (AS DEFINED IN COBS 3.4) IN THE UK.

Notice of Product Classification by the Issuer under Section 309B (1)(c) of the Securities and Futures Act (Chapter 289) of Singapore - Prescribed Capital Markets Products and Excluded Investment Products.

This announcement is directed only at persons (i) outside the United Kingdom; (ii) that have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; or (iv) to whom this announcement may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction where it is unlawful to do so. The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state of the United States or other jurisdiction and may not be offered, sold, pledged or otherwise transferred in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

This announcement is not intended to be a public offer or advertisement of securities in Georgia.  No notification has been made to, and no consent has been sought or obtained from, the National Bank of Georgia (the "NBG") for a public offering of the securities referred to in this announcement in Georgia. The securities referred to in this announcement are not intended to and should not be advertised, marketed, offered, sold or otherwise made available in a public offering in Georgia to or for the benefit of any Georgian person or entity, unless and to the extent permitted under Georgian law. Any such securities may be offered and sold in Georgia only to "sophisticated investors" within the meaning of the 1999 Law of Georgia on Securities Market and its implementing regulations ("Sophisticated Investors"). In Georgia, this announcement is directed only at persons who are Sophisticated Investors and must not be released to or passed on to third parties or otherwise made publicly available in Georgia.

Applicable Banking Regulations / No offering to individuals-The Notes are not intended to be offered or sold and should not be offered or sold to any natural person for the purpose of Applicable Banking Regulations (as defined in the Conditions (as defined in the Offering Memorandum)).

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.

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

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 38.1% of customer loans and 37.8% of customer deposits as of 30 June 2021, according to data published by the National Bank of Georgia.

JSC TBC Bank Announces Final Results in Respect of the Offer to Purchase Any and All of 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 announces the results of the offer to purchase launched on 19 July 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 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes (Regulation S ISIN: XS1843433126; Rule 144A ISIN: US48128XAB91) 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 19 July 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.

Tender Results and Notes Accepted for Purchase

The Tender Offer expired at 5:00 pm, New York City Time, on 29 July 2024 (the "Expiration Deadline"). As of the Expiration Deadline, U.S.$66,594,000 in aggregate principal amount of outstanding Notes had been validly tendered and not withdrawn (the "Tendered Notes"). The Offeror will accept for purchase all Tendered Notes.

Settlement

Holders of the Tendered Notes will receive consideration of U.S.$1,001.25 per U.S.$1,000 in principal amount of Notes (the "Tender Offer Consideration") for such Tendered Notes. In addition to the Tender Offer Consideration, all Holders of Tendered Notes will also receive accrued and unpaid interest on such Tendered 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 (the "Accrued Interest").

The Offeror will make payment for the Tendered Notes on the Tender Offer Settlement Date, which is expected to be on 31 July 2024 (or the Guaranteed Delivery Settlement Date, which is expected to be on 1 August 2024, in the case of Tendered Notes tendered by guaranteed delivery procedures, if any, and no additional Accrued Interest will be paid in respect of the period from the Tender Offer Settlement Date to the Guaranteed Delivery Settlement Date in the case of Tendered Notes for which the guaranteed delivery procedures were used).

Following settlement of the Tender Offer, the aggregate principal amount of Notes outstanding will be U.S.$58,406,000.

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.

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.

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. 

_{(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 or J.P. Morgan Securities plc at: +44 20 7134 2468 or by email to: 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. All documentation relating to the Offer, together with any updates, will also be available on the offer website (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.

TBC Bank prices US$ 125 million inaugural Additional Tier 1 Capital Perpetual Subordinated Notes

NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

On Wednesday, 26 June JSC TBC Bank (the "Bank"), the largest bank in Georgia by all key metrics, successfully priced a debut US$125 million 10.75% yield Additional Tier 1 Capital Perpetual Subordinated Notes issue (the "Notes") off an orderbook which peaked at over USD230mn, and represents the largest and lowest coupon Additional Tier 1 issue ever to have been priced by a Georgian issuer. The Notes are being offered and sold in accordance with Rule 144A and Regulation S. 

The Notes are expected to be listed on the regulated market of Euronext Dublin on or about 3 July 2019 and to be rated B- by Fitch. An application may be made to list the Notes on JSC Georgian Stock Exchange, making it the first dual-listed international offering of additional Tier 1 Capital Notes from Georgia.

J.P. Morgan, Renaissance Capital and UBS Investment Bank are acting as Joint Bookrunners and Joint Lead Managers for the Notes, and TBC Capital is acting as Joint Lead Manager. Baker & McKenzie LLP and Dentons Georgia LLC are acting as legal advisors to the Bank, while Latham & Watkins LLP and BGI Advisory Services Georgia LLC are acting as legal advisors to the Joint Bookrunners.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE NOT INTENDED TO BE SOLD AND SHOULD NOT BE SOLD TO RETAIL CLIENTS IN THE EUROPEAN ECONOMIC AREA (“EEA”), AS DEFINED IN THE RULES SET OUT IN THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE 2014/65/EU (“MiFID  II”), AS AMENDED OR REPLACED FROM TIME TO TIME.

Notice of Product Classification by the Issuer under Section 309B (1)(c) of the Securities and Futures Act (Chapter 289) of Singapore – Prescribed Capital Markets Products and Excluded Investment Products.

This announcement is directed only at persons (i) outside the United Kingdom; (ii) that have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (iii) falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; or (iv) to whom this announcement may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

In member states of the EEA, this announcement is directed only at persons who are “qualified investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended (the “Prospectus Directive”). This announcement is an advertisement for the purposes of applicable measures implementing the Prospectus Directive.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction where it is unlawful to do so. The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States or other jurisdiction and may not be offered, sold, pledged or otherwise transferred in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

This announcement is not intended to be a public offer or advertisement of securities in Georgia, and is not intended to be an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in a public offering in Georgia, and must not be passed on to third parties or otherwise made publicly available in Georgia. Any failure to comply with this restriction may constitute a violation of Georgian securities law.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.

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

About TBC Bank Group PLC ("TBC PLC")

TBC PLC is a public limited company registered in England and Wales that was incorporated in February 2016. TBC PLC became the parent company of JSC TBC Bank ("TBC Bank") on 10 August 2016. TBC PLC is listed on the premium segment of London Stock Exchange under the symbol TBCG and is a constituent of FTSE 250 Index.

TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 38.4% of loans and 40.4% of non-banking deposits as at 31 March 2019, according to data published by the National Bank of Georgia

TBC Bank plans investor meetings ahead of a potential 144A/RegS USD-denominated sub-benchmark Additional Tier 1 Bond