Tender Offer for Senior Unsecured Notes

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 "Offeror") has today launched an invitation to holders (the "Noteholders") of its outstanding U.S.$300,000,000 5.75% notes due 2024 (Rule 144A ISIN: US48128XAA19; Rule 144A Common Code: 111730601; Regulation S ISIN: XS1843434363; Regulation S Common Code: 184343436) (the "Notes"), subject to the offer and distribution restrictions and upon the terms and subject to the conditions set forth in, an offer to purchase dated 15 April 2024 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), to tender for purchase for cash any and all outstanding Notes, in accordance with the procedures described therein. 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 Offer to Purchase.

Summary of the Tender Offer

Description of the Notes / Outstanding Principal Amount / ISIN (Rule 144A) / Common Code (Rule 144A) / ISIN (RegS) / Common Code (RegS) / Tender Offer Consideration / Early Tender Premium / Total Consideration

USD300mn 5.750% Senior Unsecured Notes (the "Notes") / USD245.32mn (of which the Offeror owns USD16.185mn) / US48128XAA19 / 111730601 / XS1843434363 / 184343436 / USD970 per USD1,000 in principal amount / USD30 per USD1,000 in principal amount / USD1,000 per USD1,000 in principal amount.

Accrued Interest Amount

In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes, rounded to the nearest U.S.$0.01 per U.S.$1,000 principal amount of Notes, from and including the last interest payment date up to, but not including, the Early Settlement Date or the Final Settlement Date (as specified in the Offer to Purchase), as applicable.

Background, Purpose and Conditions of the Tender Offer

Concurrently with the announcement of the Tender Offer, the Offeror announced an offering (the "New Notes Offering") of U.S. dollar-denominated perpetual subordinated callable additional Tier 1 capital notes (the "New Notes"). The New Notes Offering is expected to price and close prior to the Early Tender Participation Deadline. The Offeror intends to use existing cash on hand to fund the Tender Offer. Unless waived by the Offeror, the Tender Offer is conditioned upon, among other things, the successful completion (in the sole determination of the Offeror) of the New Notes Offering. The New Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended. The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

The Offeror is making the Tender Offer, in combination with the New Notes Offering, as a way of managing its financial liabilities and debt maturity profile and to provide Holders with an opportunity to extend their exposure to the Offeror's credit profile.

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 Offer to Purchase.

Further details about the Tender Offer can be obtained from:

The Dealer Managers

Citigroup Global Markets Limited: +44 20 7986 8969 / [email protected]

J.P. Morgan Securities plc: +44 20 7134 2468 / [email protected]

The Tender Agent

Kroll Issuer Services Limited:  +44 20 7704 0880 / [email protected]

DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Offer to Purchase 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 Offer, the Dealer Manager or the Information and 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 Offeror, the Dealer Manager or the Information and Tender Agent will have any liability or responsibility in respect thereto.

This announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offer have not been approved by the National Bank of Georgia. Nothing in this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer constitutes a "public offer" or "advertisement" of securities in Georgia, and neither such materials nor the Tender Offer shall be construed as an offer, or an invitation to make offers, to purchase, sell, exchange or transfer securities in a public offer in Georgia. This announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer must not be made publicly available in Georgia. The securities referred to herein are not intended for "placement", "public circulation", "offering" or "advertising" (each as defined under Georgian law) in Georgia except as permitted by Georgian law.

For further enquiries, please contact:

Director of Investor Relations
Andrew Keeley

Or

Head of Investor Relations
Anna Romelashvili
[email protected]

About TBC Bank Group PLC ("TBC 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. TBC PLC also offers non-financial services via TNET, the largest digital ecosystem in Georgia. Since 2019, TBC PLC has expanded its operations into Uzbekistan by operating fast growing retail digital financial services in the country. TBC PLC is listed on the London Stock Exchange under the symbol TBCG and is a constituent of the 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 39.3% of customer loans and 40.1% of customer deposits as of 31 December 2023, according to data published by the National Bank of Georgia on the analytical tool Tableau.