JSC TBC Bank Prices US$300 million Perpetual Subordinated Callable Additional Tier 1 Capital 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 "Bank"), the leading bank in Georgia, successfully priced US$300 million 10.25% yield Perpetual Subordinated Callable Additional Tier 1 Capital Notes (the "Notes") on 23 April 2024. The Notes are being offered and sold in accordance with Rule 144A and Regulation S.

The Notes will be included in the Bank's Additional Tier 1 Capital upon approval by the National Bank of Georgia and will further strengthen the Bank's capital base and support the Bank's growth and sustainable development.

Vakhtang Butskhrikidze, CEO, TBC Bank, commented: "We're delighted by the strong investor demand from the EU, UK, and US for our latest issue, underscoring their trust in TBC's credit quality. This AT1 offering will reinforce our capital structure and provide a strong foundation for pursuing growth opportunities in the mid-term." 

The book building followed a series of debt investor calls and enjoyed strong investor appetite, with institutional investors (Asset Managers and Funds) from the UK, Continental Europe and the US representing at least three quarters of the final deal size.

The Notes are expected to be listed on Euronext Dublin's Global Exchange Market, settled or about 30 April 2024 and rated B2 by Moody's.

Citigroup and J.P. Morgan are acting as Joint Bookrunners and Joint Lead Managers for the Notes, TBC Capital is acting as Joint Lead Manager and J.P. Morgan is acting as Development Finance Structuring Agent. Baker & McKenzie LLP and Dentons Georgia LLC are acting as legal advisors to the Bank, while Latham & Watkins LLP and BGI Advisory Services Georgia LLC are acting as legal advisors to the Joint Lead Managers.

Important Information

MANUFACTURER TARGET MARKET (MIFID II PRODUCT GOVERNANCE / UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS). NO PRIIPS OR UK PRIIPS KEY INFORMATION DOCUMENT (KID) HAS BEEN PREPARED AS NOT AVAILABLE TO RETAIL IN EEA OR UK. NO SALES TO RETAIL CLIENTS (AS DEFINED IN COBS 3.4) IN THE UK.

Notice of Product Classification by the Issuer under Section 309B (1)(c) of the Securities and Futures Act (Chapter 289) of Singapore - Prescribed Capital Markets Products and Excluded Investment Products.

This announcement is directed only at persons (i) outside the United Kingdom; (ii) that have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; or (iv) to whom this announcement may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction where it is unlawful to do so. The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state of the United States or other jurisdiction and may not be offered, sold, pledged or otherwise transferred in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

This announcement is not intended to be a public offer or advertisement of securities in Georgia.  No notification has been made to, and no consent has been sought or obtained from, the National Bank of Georgia (the "NBG") for a public offering of the securities referred to in this announcement in Georgia. The securities referred to in this announcement are not intended to and should not be advertised, marketed, offered, sold or otherwise made available in a public offering in Georgia to or for the benefit of any Georgian person or entity, unless and to the extent permitted under Georgian law. The securities referred to in this announcement may be offered and sold in Georgia only to persons who are sophisticated investors within the meaning of the Law of Georgia on Securities Market and its implementing regulations (the "Sophisticated Investors"). In Georgia, this announcement is only being distributed to and is directed only at Sophisticated Investors and must not be released to or passed on to third parties or otherwise made publicly available in Georgia. Any failure to comply with this restriction may constitute a violation of Georgian securities laws.

The securities referred to in this announcement are not intended to be offered or sold and should not be offered or sold to any natural person other than a sophisticated investor, as defined in and for the purpose of, the Applicable Banking Regulations (as defined in the terms and conditions of the Notes) in the minimum U.S. dollar denominations equivalent to GEL 1,000,000 calculated at the GEL/USD official exchange rate of the NBG set for the date of payment for the Notes.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.

For further enquiries, please contact:

Director of Investor Relations
Andrew Keeley

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. 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.

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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.