Main terms of the bond
| Issuer | JSC TBC Bank |
| Issuer Rating | Ba2(stable)/BB-(stable) (Moody's/Fitch) |
| Issue Rating | Ba2/BB- (Moody's/Fitch) |
| Status | Senior unsecured |
| Format | RegS/Rule 144A |
| Currency | USD |
| Issue Size | 300,000,000 |
| Maturity | 5-year |
| Interest Rate | 5.750% per annum payable semi-annually |
| Denomination | US$200,000 x US$1,000 |
| Governing Law | English Law |
| Listing | Euronext Dublin/ Georgian Stock Exchange |
TBC Bank prices US$300 million inaugural Senior Unsecured Notes
RNS Number : 0249C
TBC Bank Group PLC
12 June 2019
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, 12 June JSC TBC Bank (the "Bank"), the largest bank in Georgia by all key metrics, successfully priced a debut US$300 million 5-year 5.75% (6% yield) senior unsecured bonds issue (the "Notes"), representing the lowest ever yield achieved by a Georgian issuer in international debt capital markets. The orderbook was well subscribed and peaked at over US$700m. The Notes are being issued 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 19 June 2019 and to be rated Ba2 by Moody's and BB- 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 senior unsecured 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.
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 premium segment of the 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 USD 144A/RegS senior unsecured bond
RNS Number : 4811A
TBC Bank Group PLC
29 May 2019
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
JSC TBC Bank (rated Ba2 (stable) by Moody's / BB- (stable) by Fitch), the largest bank in Georgia by total assets, total loans and total deposits, has mandated JP Morgan, Renaissance Capital and UBS Investment Bank as Joint Bookrunners and Joint Lead Managers and TBC Capital as Joint Lead Manager to arrange a series of fixed income investor meetings in Europe and the US commencing on Monday 3rd June 2019.A 144A/RegS USD-denominated Senior Unsecured transaction is expected to follow, subject to market conditions.
FCA/ICMA stabilisation applies. Manufacturer target market (MiFID II product governance) is Professional investors and ECPs only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
JSC TBC Bank USD 144A/RegS Senior Unsecured – Roadshow Schedule
The company will be represented by:
Vakhtang Butskhrikidze - Chief Executive Officer (5-11 June only)
Giorgi Shagidze – Deputy Chief Executive Officer, Chief Financial Officer
Zoltan Szalai - Director of International Media and Investor Relations
Roadshow locations:
Monday 3 June – London (not full day)
Tuesday 4 June – London (not full day)
Wednesday 5 June – Geneva / Zurich
Thursday 6 June – Capital Markets Day in London
Friday 7 June – London
Monday 10 June – Boston
Tuesday 11 June – New York
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.
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.
Main terms of the bond
| Issuer | JSC TBC Bank |
| Issuer Rating | Ba2(stable)/BB-(stable) (Moody's/Fitch) |
| Issue Rating | Ba2/BB- (Moody's/Fitch) |
| Status | Senior unsecured |
| Format | RegS/Rule 144A |
| Currency | USD |
| Issue Size | 300,000,000 |
| Maturity | 5-year |
| Interest Rate | 5.750% per annum payable semi-annually |
| Denomination | US$200,000 x US$1,000 |
| Governing Law | English Law |
| Listing | Euronext Dublin/ Georgian Stock Exchange |
TBC Bank announces tender offer results
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.
RNS Number: 9304G
TBC Bank Group PLC
01 April 2022
Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
The Issuer conducted the Tender Offer to utilise its liquidity to optimise its liability portfolio and to reduce the amount of its outstanding debt under the Notes. Any Notes tendered and accepted for purchase by the Issuer will be cancelled.
The Issuer hereby informs Noteholders that at or prior to the Expiration Deadline (being 4:00 pm (London time) on 31 March 2022) the aggregate principal amount of the Notes validly tendered (and received by the Tender Agent at or prior to the Expiration Deadline) was U.S.$111,538,000 and the aggregate principal amount of the Notes accepted by the Issuer was U.S.$54,680,000. Other details of the Tender Offer are set forth in the table below:
|
Description of the Notes |
ISIN / Common Code (Reg S) |
Minimum Denomination |
Maximum Consideration Amount |
Purchase Price* |
Outstanding Principal Amount Following Settlement of the Tender Offer |
|
U.S.$300,000,000 5.75% notes due 2024 |
XS1843434363/ 184343436 |
U.S.$200,000 and integral multiples of U.S.$1,000 thereafter |
U.S.$54,680,000 |
U.S.$960 per U.S.$1,000 in principal amount of the Notes |
U.S.$245,320,000 |
* Determined by the Issuer pursuant to the Modified Dutch Auction Procedure
On or about 6 April 2022 (the "Payment Date"), subject to the conditions described in the Tender Offer Memorandum, the Noteholders will be paid (i) the Purchase Price for the validly tendered and accepted Notes, and (ii) the Accrued Interest Amount from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Payment Date.
As further described in the Tender Offer Memorandum, Notes offered for purchase at an Offer Price higher than the Purchase Price will not be accepted pursuant to the Tender Offer.
The Tender Offer has now expired and no further Notes can be tendered for purchase.
Notes that have not been successfully tendered for purchase and accepted by the Issuer pursuant to the Tender Offer and the terms and conditions set out in the Tender Offer Memorandum will remain outstanding and will remain subject to the terms and conditions of such Notes.
For Further Information
Further details about the Tender Offer can be obtained from:
The Dealer Manager
Renaissance Securities (Cyprus) Limited
Arch. Makariou III, 2-4
Capital Center, 9th floor
Nicosia, 1065
Republic of Cyprus
Email: SyndicateDCM@rencap.com
Attention: Debt Capital Markets Syndicate
By telephone: +357 (22) 505 800
The Tender Agent
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Jacek Kusion
Telephone: +44 (0)207 704 0880
Email: tbcbank@lucid-is.com
Website: https://deals.lucid-is.com/tbcbank
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any notes is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
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 38.8% 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
RNS Number : 7320F
TBC Bank Group PLC
23 March 2022
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
The Tender Agent
Lucid Issuer Services: +44 (0)207 704 0880 / 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
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.
Main terms of the bond
| Issuer | JSC TBC Bank |
| Issuer Rating | Ba2(stable)/BB-(stable) (Moody's/Fitch) |
| Issue Rating | Ba2/BB- (Moody's/Fitch) |
| Status | Senior unsecured |
| Format | RegS/Rule 144A |
| Currency | USD |
| Issue Size | 300,000,000 |
| Maturity | 5-year |
| Interest Rate | 5.750% per annum payable semi-annually |
| Denomination | US$200,000 x US$1,000 |
| Governing Law | English Law |
| Listing | Euronext Dublin/ Georgian Stock Exchange |
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.
RNS Number: 6320K
TBC Bank Group PLC
15 April 2024
Summary of the Tender Offer
Description of the Notes / Outstanding Principal Amount / ISIN (Rule 144A) / Common Code (Rule 144A) / ISIN (RegS) / Common Code (RegS) / Tender Offer Consideration / Early Tender Premium / Total Consideration
USD300mn 5.750% Senior Unsecured Notes (the "Notes") / USD245.32mn (of which the Offeror owns USD16.185mn) / US48128XAA19 / 111730601 / XS1843434363 / 184343436 / USD970 per USD1,000 in principal amount / USD30 per USD1,000 in principal amount / USD1,000 per USD1,000 in principal amount.
Accrued Interest Amount
In addition to the Tender Offer Consideration or the Total Consideration, as applicable, 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 principal amount of Notes, from and including the last interest payment date up to, but not including, the Early Settlement Date or the Final Settlement Date (as specified in the Offer to Purchase), as applicable.
Background, Purpose and Conditions of the Tender Offer
Concurrently with the announcement of the Tender Offer, the Offeror announced an offering (the "New Notes Offering") of U.S. dollar-denominated perpetual subordinated callable additional Tier 1 capital notes (the "New Notes"). The New Notes Offering is expected to price and close prior to the Early Tender Participation Deadline. The Offeror intends to use existing cash on hand to fund the Tender Offer. Unless waived by the Offeror, the Tender Offer is conditioned upon, among other things, the successful completion (in the sole determination of the Offeror) of the New Notes Offering. The New Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended. The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.
The Offeror is making the Tender Offer, in combination with the New Notes Offering, as a way of managing its financial liabilities and debt maturity profile and to provide Holders with an opportunity to extend their exposure to the Offeror's credit profile.
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 Offer to Purchase.
Further details about the Tender Offer can be obtained from:
The Dealer Managers
Citigroup Global Markets Limited: +44 20 7986 8969 / liabilitymanagement.europe@citi.com
J.P. Morgan Securities plc: +44 20 7134 2468 / em_europe_lm@jpmorgan.com
The Tender Agent
Kroll Issuer Services Limited: +44 20 7704 0880 / tbcbank@is.kroll.com
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 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 Offer, the Dealer Manager or the Information and 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 Offeror, the Dealer Manager or the Information and Tender 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 National Bank of Georgia. Nothing in this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer constitutes a "public offer" or "advertisement" of securities in Georgia, and neither such materials nor the Tender Offer shall be construed as an offer, or an invitation to make offers, to purchase, sell, exchange or transfer securities in a public offer in Georgia. This announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer must not be made publicly available in Georgia. The securities referred to herein are not intended for "placement", "public circulation", "offering" or "advertising" (each as defined under Georgian law) in Georgia except as permitted by Georgian law.
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 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 39.3% of customer loans and 40.1% of customer deposits as of 31 December 2023, according to data published by the National Bank of Georgia on the analytical tool Tableau.