NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
This announcement does not contain, constitute or form part of any offer or invitation to sell or subscribe or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this announcement (nor any part of it) nor the fact of its distribution form the basis of, or may be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.
21 October 2016
TBC Bank Group PLC ("TBC Bank")
Admission to Trading on the London Stock Exchange
Following the announcement yesterday of the completion of the acquisition of JSC Bank Republic (the "Acquisition"), TBC Bank announces that 2,998,305 new ordinary shares (the "Consideration Shares") have today been admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). Société Générale has been issued with 2,807,734 of the Consideration Shares and EBRD with 190,571 of the Consideration Shares, in each case in consideration for the Acquisition.
Total voting rights
Following Admission, TBC Bank will have 52,158,185 ordinary shares in issue of which none are held in Treasury. The total number of voting rights that may be used by shareholders in TBC Bank as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of TBC Bank under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules will therefore be 52,158,185. The Consideration Shares rank pari passu in all respects with TBC Bank's existing ordinary shares.
The European Union Market Abuse Regulation EU 596/2014 requires TBC Bank to disclose that this announcement contains inside information, as defined in that Regulation.
ENDS
Enquiries:
TBC Bank
Sean Wade, Director of International Media and IR, TBC Bank
E-mail: [email protected]
Tel: +44 (0) 7464 609025
For further information: http://tbcbankgroup.com/
J.P. Morgan Cazenove
Salma Kalisvaart / Igor Perekolski
Tel: +44 207 134 8990
About TBC Bank
TBC Bank is one of the leading universal banking groups in Georgia and provides a wide range of services across retail, corporate, SME and micro banking to over 1.7 million clients. The Group has a diversified multichannel platform that comprises 130 branches, one of the largest networks of ATMs and POS terminals in Georgia as well as internet and mobile banking. TBC Bank employs c.5200 people.
TBC Bank holds the number one position in retail deposits, the number two position in loans (both to individuals and to legal entities) and in corporate deposits, according to NBG data, and has particular expertise in the fast-growing SME and micro sectors, where TBC Bank considers itself a market leader.
TBC Bank management team has a strong track record of integrating acquired assets within the group perimeter and extracting synergies including acquisition of micro loans portfolio from ProCredit Bank in 2015, acquisition of Bank Constanta in 2014 and acquisition of SOA Kredit in 2007.
As at 30 June 2016, TBC Bank had gross assets of GEL 6.8 billion, gross loans and customer deposits of GEL 4.7 billion and GEL 4.3 billion, respectively, and total equity of GEL 1,315 million. TBC's profit was GEL 139.2 million for the six months ended 30 June 2016 and GEL 218.7 million for the year ended 31 December 2015.
IMPORTANT NOTICE
The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities law of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States or to U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the securities will be made in the United States.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond TBC Bank's control and all of which are based on its respective directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward- looking statements reflect TBC Bank's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to TBC Bank's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date of this announcement and cannot be relied upon as a guide to future performance. Each of TBC Bank, and JSC TBC Bank and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or regulation.
