Notification of Transactions of Directors/ Persons Discharging Managerial Responsibilities ("PDMRs") and persons closely associated with them Following its announcement on 26 June 2019, TBC Bank Group PLC ("TBC") confirms that it has been informed that the Chairman and Deputy Chairman have, through GRDC Management Company 06 Limited - an SPV controlled by them, entered into a repurchase transaction with Renaissance Securities (Cyprus) Limited in respect of 993,050 TBC ordinary shares, representing approximately 1.81% of the total share capital of TBC. Pursuant to the terms of the repurchase transaction, GRDC Management Company 06 Limited (having previously received the relevant shares from the Chairman and Deputy Chairman under a securities lending transaction) will sell the relevant shares to Renaissance Securities (Cyprus) Limited simultaneously and agreeing to repurchase such shares on 28 June 2021, as a form of borrowing secured on their shares of TBC Bank Group Plc. Following settlement of the repurchase transaction, which is subject to conditions precedent to closing, the Chairman and Deputy Chairman will continue to hold 6,526,130 and 3,494,634 shares, respectively, representing 11.89% and 6.37% of the share capital of TBC. The repurchase transaction will not impact their position as Chairman and Deputy Chairman of TBC Bank Group Plc. For further information see the relevant PDMR dealing notifications below and the major shareholder notification released separately today. 1. | Details of PDMR / person closely associated with them ('PCA') | a) | Name | Mamuka Khazaradze | 2. | Reason for the notification | a) | Position / status | PDMR (Chairman) | b) | Initial notification / amendment | Initial Notification | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | a) | Name | TBC Bank Group PLC | b) | LEI | 213800T6NS9N2WQ3B328 | 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | a) | Description of the financial instrument Identification Code | Ordinary shares of £0.01 each: ISIN: GB00BYT18307 | b) | Nature of the transaction | Disposal of shares to a special purpose vehicle, GRDC Management Company 06 Limited, in connection with a repurchase transaction with Renaissance Securities (Cyprus) Limited. | c) | Price(s) and volume(s) | Price(s) | Volume(s) | USD 20.14 | 817,806 shares |
| d) | Aggregated information Aggregated volume Price | N/A | e) | Dates of the transaction | 2019-06-28 | f) | Place of the transaction | London Stock Exchange (XLON) |
1. | Details of PDMR / person closely associated with them ('PCA') | a) | Name | Badri Japaridze | 2. | Reason for the notification | a) | Position / status | PDMR (Deputy Chairman) | b) | Initial notification / amendment | Initial Notification | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | a) | Name | TBC Bank Group PLC | b) | LEI | 213800T6NS9N2WQ3B328 | 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | a) | Description of the financial instrument Identification Code | Ordinary shares of £0.01 each: ISIN: GB00BYT18307 | b) | Nature of the transaction | Disposal of shares to a special purpose vehicle, GRDC Management Company 06 Limited, in connection with a repurchase transaction with Renaissance Securities (Cyprus) Limited. | c) | Price(s) and volume(s) | Price(s) | Volume(s) | USD 20.14 | 175,244 shares |
| d) | Aggregated information Aggregated volume Price | N/A | e) | Dates of the transaction | 2019-06-28 | f) | Place of the transaction | London Stock Exchange (XLON) |
1. | Details of PDMR / person closely associated with them ('PCA') | a) | Name | GRDC Management Company 06 Limited | 2. | Reason for the notification | a) | Position / status | PCA of Mamuka Khazaradze (Chairman) and Badri Japaridze (Deputy Chairman) | b) | Initial notification / amendment | Initial Notification | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | a) | Name | TBC Bank Group PLC | b) | LEI | 213800T6NS9N2WQ3B328 | 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | a) | Description of the financial instrument Identification Code | Ordinary shares of £0.01 each: ISIN: GB00BYT18307 | b) | Nature of the transaction | Acquisition of shares from Mamuka Khazaradze and Badri Japaridze in connection with a repurchase transaction with Renaissance Securities (Cyprus) Limited. | c) | Price(s) and volume(s) | Price(s) | Volume(s) | USD 20.14 | 993,050 |
| d) | Aggregated information Aggregated volume Price | N/A | e) | Dates of the transaction | 2019-06-28 | f) | Place of the transaction | London Stock Exchange (XLON) |
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1. | Details of PDMR / person closely associated with them ('PCA') | a) | Name | GRDC Management Company 06 Limited | 2. | Reason for the notification | a) | Position / status | PCA of Mamuka Khazaradze (Chairman) and Badri Japaridze (Deputy Chairman) | b) | Initial notification / amendment | Initial Notification | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | a) | Name | TBC Bank Group PLC | b) | LEI | 213800T6NS9N2WQ3B328 | 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | a) | Description of the financial instrument Identification Code | Ordinary shares of £0.01 each: ISIN: GB00BYT18307 | b) | Nature of the transaction | Disposal of shares in connection with a repurchase transaction with Renaissance Securities (Cyprus) Limited. | c) | Price(s) and volume(s) | Price(s) | Volume(s) | USD 20.14 | 993,050 |
| d) | Aggregated information Aggregated volume Price | N/A | e) | Dates of the transaction | 2019-06-28 | f) | Place of the transaction | London Stock Exchange (XLON) |
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 London Stock Exchange under the symbol TBCG. 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. |
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