Completion of Share Sale
Following the announcement of yesterday's completion of the acquisition of JSC Bank Republic by TBC Bank Group PLC and JSC TBC Bank, TBC Bank Group PLC announces that the 6,145,835 ordinary shares of JSC Bank Republic purchased from the European Bank for Reconstruction and Development and Société Générale (the "Bank Republic Shares"), have been sold to TBC Bank Group PLC's subsidiary JSC TBC Bank (the "Share Sale").
The Share Sale has been undertaken in order to simplify the group's structure, and to facilitate a potential future merger of JSC Bank Republic and JSC TBC Bank. The cash consideration provided by JSC TBC Bank for the Bank Republic Shares (the "Consideration") is equal in value to the aggregate value of TBC Bank Group PLC shares issued yesterday to EBRD and Société Générale as part of the total consideration for the Bank Republic Shares.
The Consideration was paid in cash calculated on the basis of the midpoint of yesterday's opening and closing price of the ordinary shares of TBC Bank Group PLC, in an aggregate amount of GEL 112,268,664 (being equivalent to £38,543,211). The Consideration may fully or partially be lent to or be deposited with JSC TBC Bank in the form of an inter-group loan or term deposit. The Consideration may be used by TBC Bank Group PLC for dividends, investments and general corporate purposes, subject to the requirements of the regulatory system under which the group operates and, in particular, the regulatory capital adequacy requirements of JSC TBC Bank.
The European Union Market Abuse Regulation EU 596/2014 requires TBC Bank Group PLC to disclose that this announcement contains inside information, as defined in that Regulation.
ENDS
For Reference:
Vakhtang Butskhrikidze, Chief Executive Officer, TBC Bank
Giorgi Shagidze, Deputy CEO, Chief Financial Officer, TBC Bank
George Tkhelidze, Deputy CEO, Chief Risk Officer, TBC Bank
Sean Wade, Director of International Media and IR, TBC Bank
Tel: +44 (0) 7464 609025 I E-mail: [email protected] I web: http://tbcbankgroup.com/
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
Salma Kalisvaart / Igor Perekolski
Telephone: +44 20 7742 4000
Overview of Bank Republic
Bank Republic is the third largest bank in Georgia by total loans and fourth largest by deposits offering private and corporate customers a wide range of banking services and products. It serves 333 thousand customers through 41 branches and 159 ATMs. Bank Republic is universal bank with a focus on unsecured consumer and mortgage lending and employing c. 972 full time employees.
As at December 2015 Bank Republic had GEL 1.7 billion of gross assets, net loans of GEL 1.2 billion, customer deposits of GEL 0.7 billion and total equity of GEL 0.3 billion. The total operating income for the bank for the financial year ending December 2015 was GEL 131 million with profit before tax of GEL 56 million and net income of GEL 49 million.
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
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.
