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23 Mar 2022 07:59
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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.
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; andan 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.
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