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.

TBC Bank Group PLC ("TBC PLC") announces that on 23 March 2022, its subsidiary, JSC TBC Bank (the "Issuer") 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 below, and upon the terms and subject to the conditions set forth in a tender offer memorandum dated 23 March 2022 (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 in the Tender Offer Memorandum). The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer".

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:

* 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:                     [email protected]

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:                     [email protected]

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

[email protected]

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.