TBC Bank JSC : GROUP PLC SUCCESSFULLY COMPLETES TENDER OFFER FOR SHARES

RNS Number : 4285G

JSC TBC Bank

05 August 2016

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.

5 August 2016

TBC BANK GROUP PLC SUCCESSFULLY COMPLETES TENDER OFFER FOR TBC BANK SHARES

TBC Bank Group PLC ('TBC PLC') today announces the successful completion of the tender offer (the 'Offer') for each ordinary share of Joint Stock Company TBC Bank ('the Bank' or 'TBC Bank'), following the expiry of the offer at 5:00 p.m. on 4 August 2016.

· Very strong support for the Offer received from the Bank's local and international shareholders including institutional investors

· Valid acceptances were received in respect of 98.21 % of the nominal value of the Bank's issued and outstanding share capital ('Bank Shares')and in respect of 98.21 % of the voting rights attached to those Bank Shares

· In total, 99.73% of the outstanding GDRs of the Bank were validly tendered

· The acceptance condition for the Tender Offer, which required valid acceptances being received in respect of no less than 80% in nominal value of the Bank Shares and of the voting rights attached to those shares, has been satisfied

· Following successful completion of the Tender Offer, TBC PLC ordinary shares are expected to obtain a Premium Listing and be admitted to trading on the Main Market of London Stock Exchange plc for listed securities ('LSE')

· TBC PLC shares are expected to begin trading on the LSE on Wednesday, 10 August 2016 under the ticker symbol TBCG.LN, following which TBC PLC will become the parent company of the Bank

TBC PLC confirms that all of the conditions for the successful completion of the Offer have now been satisfied or, where permitted, waived and, accordingly, the Offer is unconditional in all respects. Application will now be made for 49,159,880 ordinary shares of TBC PLC to be admitted to the premium listing segment of the Official List (a 'Premium Listing') of the UK Listing Authority ('UKLA') and for trading on the Main Market of London Stock Exchange plc ('LSE') (together, 'Admission') under the ticker TBCG.LN. Following Admission, the existing GDRs are planned to be delisted from the LSE.

TBC PLC expects that a Premium Listing will assist the Bank to broaden its investor base, enhance its public profile and potentially allow for future FTSE index inclusion in order to increase the liquidity of the Group's securities.

Vakhtang Butskhrikidze, Chief Executive Officer of the Bank, commented:

'We are very pleased to complete the tender offer successfully and on schedule and we thank our existing shareholders for their overwhelming support for the offer. As a UK incorporated public limited company with a Premium Listing on the London Stock Exchange, we believe this represents an important new phase in our presence on the international capital markets reflecting the quality of our business, our commitment to greater transparency and high standards of corporate governance. '

Barclays Bank PLC is acting as sponsor and financial adviser to TBC Bank and TBC PLC. The Bank of New York Mellon acted as exchange agent and TBC Capital LLC is acting as Georgian exchange agent to the Offer. DF King acted as Information Agent with respect to GDRs and TBC Capital LLC is acting as Georgian Information Agent, Baker & McKenzie LLP acted as international legal counsel to TBC PLC and the Bank. Freshfields Bruckhaus Deringer LLP acted as international legal counsel to Barclays.

Enquiries:

TBC Bank Group PLC

Sean Wade [phone]

Anna Romelashvili +(995 32) 2 27 27 27 (*1309)

Media Enquiries:

Citigate Dewe Rogerson [phone]

Sandra Novakov [phone]

David Westover [phone]

About TBC Bank Group PLC

TBC Bank Group PLC is a public limited company incorporated in England and Wales in February 2016. TBC Bank Group PLC has been established for the purpose of holding the Offer to acquire all of the outstanding share capital of the Bank in exchange for ordinary shares in TBC Bank Group PLC. Following the completion of the Offer, TBC Bank Group PLC will become the new parent company of the Bank.

About TBC Bank Joint Stock Company

TBC Bank, together with its subsidiaries, is one of the leading universal banking groups in Georgia, with a total market share of 28.0% of loans and 27.3% of non-banking deposits in Georgia as at 31 March 2016, according to data published by the NBG. It holds the number one position in deposits of individuals, the number two position in loans (both to individuals and to legal entities) and in deposits of legal entities, according to NBG data, and has a particular expertise in the fast-growing SME and micro sectors, where TBC Bank considers itself a market leader.

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. The Offer is being made in compliance with, to the extent applicable, Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended.

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 the Bank's and TBC PLC'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 the 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 the 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 PLC, the Bank and Barclays 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.

This announcement has been prepared by and is the sole responsibility of TBC PLC. Barclays is acting as sponsor and financial adviser for TBC PLC and financial adviser to the Bank and no-one else in connection with the Offer. Barclays will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offer and will not be responsible to anyone other than TBC PLC and the Bank for providing the protections afforded to clients of Barclays, or for providing advice in relation to the Offer or any other matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Barclays and its respective affiliates, directors, officers, employees, advisers or agents accept no responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to TBC PLC or the Bank, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement is not a tender offer announcement for the purposes of Georgian law. The Offer will be made in accordance with the requirements of Georgian law. This announcement is not an advertisement or public offering of any securities for the purposes of Georgian law.

You can read the full RNS Announcement here.