TBC Bank Group Regulatory News (TBCG)

TBC Bank acquires leading Uzbek payment platform Payme

TBC Bank Group PLC ("TBC Bank" or the "Bank") announces that it has entered into an agreement to acquire a 51% stake in LLC Inspired, a leading payment platform in Uzbekistan trading under the Payme brand ("Payme").

Payme is a leading payment service provider in Uzbekistan that supplies high-quality payment solutions to its 1.3 million customers. It facilitates utility payments, P2P transfers, loan repayments, mPOS for QR-based payments and ecommerce purchases. It also provides a marketplace platform for loans from certain Uzbek banks. Payme has grown rapidly in recent years, increasing its number of clients by around 70% during 2018, while its revenue and net income grew by 41.9% and 24.5% respectively year-on-year. At the end of 2018, the gross assets of Payme stood at USD 0.7 million, while total revenue and profit before tax for the full year 2018 amounted to USD 1.6 million and USD 0.8 million respectively, based on Payme's unaudited management accounts.

Payme was founded in 2011 and continues to be managed by the three original founding shareholders. In addition, the team was strengthened by two new shareholders: one acting as Business Development and Research Director and the other as the Chief Technology Officer.

The shareholders who sold part of their shares to TBC Bank are:

· Ro'zmatov Sarvar Nasrullayevich, Managing Owner;

· Xodjayev Baxrom Ravshanovich, Managing Owner;

· Ziyayev Farrux Golibsherovich, Managing Owner;

· Abdul-Axadov Abdul-Aziz Abdul-Majidovich, Business Development and Research Director;

· Geverges Oleg Olegovich, Chief Technology Officer.

The management team will remain with Payme on a long-term basis and will continue to be actively involved in the development and execution of Payme's strategy.

The transaction is in line with TBC Bank's international strategy to expand its regional operations and marks an important milestone in building the Bank's capacity in the highly promising Uzbekistani market. Uzbekistan is a very attractive market with a population of 32 million that is growing at around 2.0% per year, while total retail loans to GDP ratio stood at 7.2% at the end of 2018.

The Bank's strategy is to develop a greenfield, next generation banking ecosystem for retail and MSME customers in Uzbekistan. The primary focus will be on digital channels, including a fully-digital bank, Space.

The consideration for the 51% stake is USD 5.5 million, implying a valuation of USD 10.8 million for Payme. The consideration is payable in cash from TBC Bank's own funds and the transaction is expected to close before the end of April 2019. TBC Bank has also entered into a put/call arrangement for the remaining 49% of Payme, which, in normal circumstances, may only be exercised between the fourth and seventh anniversary of the date of completion of the transaction. The exercise price will depend on a set of parameters including Payme's revenue, EBIT and the number of active customers that Payme achieves.

Vakhtang Butskhrikidze, Chief Executive Officer of TBC Bank, commented: 

"The acquisition of Payme is another important step in our planned expansion into Uzbekistan. It will enable us to gain immediate access to a large customer base in the country and use our core digital strengths in Georgia to innovate in the Uzbekistani market. With Payme joining our effort, we intend to further develop the payment business and also use it as a platform to develop new ecosystems in the country. I am excited about the partnership with Payme's highly successful management team and I look forward to working closely together with the team in devising and executing the Bank's strategy in Uzbekistan for the benefit of our stakeholders. In addition, the acquisition is expected to increase the total number of users that the TBC Group and its subsidiaries are serving by more than 50% to 3.7 million".

Ro'zmatov Sarvar Nasrullayevich, Managing Owner of Payme commented:

"We are thrilled to partner with a leading bank in the region, with advanced digital capacities and and strong commitment to Uzbekistan. I am confident that together we will bring the company to the next level and offer our customers new, cutting-edge solutions and services in a very short period of time".

Grant Thornton acted as exclusive financial adviser, Baker & McKenzie LLP as international legal adviser and CentilLaw as a local legal adviser to TBC Bank in relation to this transaction.

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 38.8% of loans and 41.2% of non-banking deposits as at 31 December 2018, according to data published by the National Bank of Georgia.