Turkiye Gdr Rgs Regulatory News (TIBD)

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN ANY "U.S. PERSON" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "SOLICITATION AND DISTRIBUTION RESTRICTIONS" BELOW)

TÜRKİYE İŞ BANKASI A.Ş. announces Consent Solicitation

TÜRKİYE İŞ BANKASI A.Ş.

announces a Consent Solicitation in respect of its outstanding

US$400,000,000 7.850 per cent. Subordinated Notes due 2023

(the Notes)

represented by the Regulation S Global Certificate

(ISIN: XS1003016018)

12 May 2016. Türkiye İş Bankası A.Ş. (the Issuer) announced today an invitation to Eligible Noteholders (as defined below) of the Notes represented by the Regulation S Global Certificate (the Regulation S Notes) to consent to certain amendments to the terms of the Notes as described under "Proposed Amendments" below (the Consent Solicitation). 

This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the consent solicitation memorandum dated 12 May 2016 (the Consent Solicitation Memorandum) prepared by the Issuer. Subject to the restrictions described under "Solicitation and Distribution Restrictions" below, Eligible Noteholders may obtain a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a holder of Regulation S Notes will be required to provide confirmation as to his or her status as an Eligible Noteholder. Eligible Noteholders are advised to read carefully the Consent Solicitation Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

Details of the Notes

Rationale for the Consent Solicitation

On 31 March 2016, certain amendments to the Equity Regulation, as published by the BRSA in the Official Gazette dated 20 January 2016 (No. 29599), came into force (the 2016 Equity Regulation Amendments). The 2016 Equity Regulation Amendments were made pursuant to the Basel Committee's Regulatory Consistency Assessment Programme, which involved the review by the Bank for International Settlements of the level of compliance by Turkey with Basel III regulations. As a result of the 2016 Equity Regulation Amendments, the Notes ceased to qualify, and the principal amount of the outstanding Notes was fully excluded from inclusion, as Tier 2 capital of the Issuer from 31 March 2016.

Under the terms of the Notes, such exclusion constitutes a Capital Disqualification Event (as defined in Condition 7.3 (Redemption upon a Capital Disqualification Event)) and the Issuer has the option to redeem the Notes at their principal amount, together with accrued but unpaid interest, upon the requisite notice being given (the Issuer Call). Prior to exercising the Issuer Call, the Issuer wishes to give Noteholders the option to consider and, if thought fit, approve the Extraordinary Resolution by which it is proposing to amend the Conditions to provide for the Notes to be eligible once again for inclusion as Tier 2 capital of the Issuer following the implementation of the Proposed Amendments.

Subject to satisfaction of the Consent Conditions, the relevant Consent Instructions not having been revoked (in the limited circumstances in which such revocation is permitted) or the Issuer not having previously terminated the Consent Solicitation in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum, the Issuer is offering to pay those Eligible Noteholders that submit Consent Instructions in favour of the Extraordinary Resolution that are received by the Tabulation Agent by the Early Instruction Deadline the Early Consent Fee. Ineligible Noteholders may receive an equivalent amount to any applicable Early Consent Fee through the submission of Ineligible Noteholder Confirmations, as explained in the notice convening the Meetings published by the Issuer on the date of this announcement (the Notice).

If the Extraordinary Resolution is not passed and/or the Eligibility Condition not satisfied at the Meeting (including any adjourned such Meeting), it is the intention of the Issuer as at the date of this Consent Solicitation Memorandum to exercise the Issuer Call and redeem the outstanding Notes at their principal amount, together with accrued but unpaid interest, following the conclusion of such Meeting (or adjourned Meeting).

Proposed Amendments

The purpose of the Consent Solicitation is to modify the Conditions of the Notes (including those represented by the Rule 144A Global Certificate) in order to provide for the Notes to be eligible for inclusion as Tier 2 capital of the Issuer by:

(a) including a provision for the permanent write-down of the Notes in whole or in part upon the occurrence of a Non-Viability Event and certain related consequential changes (including to the Fiscal Agency Agreement); and

(b) making certain other changes, principally to align the Conditions more closely with those for other issues of Tier 2 notes by Turkish banks following the implementation of Basel III in Turkey (including the deletion of the provisions relating to the payment of default interest),

(together, the Proposed Amendments).

The Proposed Amendments have been proposed by the Issuer for approval by an extraordinary resolution of the Noteholders (the Extraordinary Resolution) at a meeting of the Noteholders (the Meeting).

Eligible Noteholders

The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to, Regulation S Noteholders who are (a) located and resident outside the United States and not U.S. persons (as defined in Regulation S under the Securities Act) and (b) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons Eligible Noteholders).

Meetings

At each Meeting, Noteholders will be invited to consider and, if thought fit, approve the Extraordinary Resolution, with the implementation of the Extraordinary Resolution if passed being subject to satisfaction of the Eligibility Condition (as defined below), all as more fully described in the Notice.

In accordance with the procedures for participating in the Consent Solicitation and at the Meeting, each Noteholder must confirm whether or not it is an Eligible Noteholder in order to participate in the Consent Solicitation or otherwise participate at the Meeting.

The implementation of the Consent Solicitation and the Extraordinary Resolution will be conditional on:

(a) the passing of the Extraordinary Resolution; and

(b) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Noteholders, irrespective of any participation at the Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation of their status as Ineligible Noteholders and waive their right to attend and vote (or be represented) at the Meeting, had actually participated at the Meeting), including the satisfaction of such condition at an adjourned Meeting as described in the Consent Solicitation Memorandum (the Eligibility Condition),

(together, the Consent Conditions).

Early Consent Fee

Pursuant to the Consent Solicitation, each Eligible Noteholder from whom a valid Consent Instruction in favour of the Extraordinary Resolution is received by the Tabulation Agent by 4.00 p.m. (London time) on 25 May 2016 (such time and date, as the same may be extended, the Early Instruction Deadline) will be eligible to receive payment of an amount equal to 0.50 per cent. of the principal amount of the Notes that are the subject of such Consent Instruction (the Early Consent Fee). Only Eligible Noteholders may, subject to the conditions described in the Consent Solicitation Memorandum, be eligible to receive the Early Consent Fee.

Eligible Noteholders may continue to submit Consent Instructions after the Early Instruction Deadline and up to 4.00 p.m. (London time) on 1 June 2016 (such time and date, as the same may be extended, the Expiration Deadline), but such Noteholders will not be eligible to receive the Early Consent Fee. 

Payment of the Early Consent Fee is conditional on the satisfaction of the Consent Conditions and otherwise as set out in the Consent Solicitation Memorandum.

Noteholders should take into account that restrictions on the transfer of Notes will apply from the time of submission of Consent Instructions and that Consent Instructions shall be irrevocable save in certain limited circumstances as provided in this Consent Solicitation Memorandum.

Ineligible Noteholder Payment

Any Noteholder who is not a person to whom the Consent Solicitation is being made, on the basis that such Noteholder is either (a) a Rule 144A Noteholder or (b) a Regulation S Noteholder that is (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation cannot otherwise be lawfully made (each an Ineligible Noteholder) may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to the applicable Early Consent Fee (the Ineligible Noteholder Payment).

To be eligible for the Ineligible Noteholder Payment, an Ineligible Noteholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Noteholder Confirmation that is received by the Tabulation Agent by 4.00 p.m. (London time) on 25 May 2016 (the Ineligible Instruction Deadline) and is not subsequently revoked and the Issuer has not previously terminated the Consent Solicitation in accordance with the provisions for such termination set out in the Consent Solicitation Memorandum, as more fully described in the Notice.

Indicative Timetable for the Consent Solicitation

If the necessary quorum for the Extraordinary Resolution is not obtained or the quorum is obtained and the Extraordinary Resolution passed but the Eligibility Condition is not satisfied, the Meeting will be adjourned and the adjourned Meeting held on 21 June 2016. If the Extraordinary Resolution is passed at the adjourned Meeting and the Eligibility Condition satisfied, the modifications to the Conditions described in this Consent Solicitation Memorandum will be implemented as soon as reasonably practicable after such adjourned Meeting.

The above times and dates are subject to the right of the Issuer (subject to applicable law and the provisions of the Fiscal Agency Agreement, and as provided in the Consent Solicitation Memorandum) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of the Extraordinary Resolution at the first Meeting.

Eligible Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from an Eligible Noteholder in order for such Eligible Noteholder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitation and/or the Meeting by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above and specified in the Consent Solicitation Memorandum.

Unless stated otherwise, all announcements in connection with the Consent Solicitation will be made by the Issuer by means of an RNS Announcement and by delivery of a notice to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider screen page and/or by the issue of a press release to a Notifying News Service. Copies of all announcements, notices and press releases can also be obtained from the Tabulation Agent, the contact details for which appear on the last page of this Consent Solicitation Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tabulation Agent for the relevant announcements during the course of the Consent Solicitation. In addition, Noteholders may contact any of the Solicitation Agents for information using the contact details below.

Eligible Noteholders are advised to read carefully the Consent Solicitation Memorandum for full details of, and information on the procedures for participating in, the Consent Solicitation.

Each of BNP Paribas and Citigroup Global Markets Limited is acting as a Solicitation Agent and Citibank, N.A., London Branch is acting as Tabulation Agent.

Questions and requests for assistance in connection with the Consent Solicitation may be directed to the Solicitation Agents:

Questions and requests for assistance in connection with the delivery of Consent Instructions may be directed to the Tabulation Agent:

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting (including any adjourned such Meeting). None of the Issuer, the Solicitation Agents and the Tabulation Agent expresses any opinion about the terms of the Consent Solicitation or Extraordinary Resolution or makes any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate at the Meeting.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitation is only being made outside the United States, to persons other than "U.S. persons" (as defined in Regulation S under the Securities Act) holding the Regulation S Notes and is not being made to any holder of the Rule 144A Notes. Any purported participation in any Consent Solicitation resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in the Consent Solicitation by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving instructions from within the United States or that is any U.S. person will not be accepted.

Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

Each Regulation S Noteholder participating in any Consent Solicitation will represent that it is not a U.S. person (as defined in Regulation S under the Securities Act), and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States.

For the purpose of this Consent Solicitation Memorandum, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

General

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. 

Nothing in this announcement and Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase, or the solicitation of an offer to sell, any security in any jurisdiction and participation in the Consent Solicitation by a Regulation S Noteholder in any circumstances in which such participation is unlawful will not be accepted.

Each Regulation S Noteholder participating in the Consent Solicitation will be required to represent that it is an Eligible Noteholder as set out in "Procedures for Participating in the Consent Solicitation". Any Consent Instructions from a Regulation S Noteholder that is unable to make these representations will not be accepted. Each of the Issuer, the Solicitation Agents and the Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any submission of Consent Instructions, whether any such representation given by a Regulation S Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such Consent Instruction may be rejected.