TBC Bank JSC : UPDATE ON PROPOSED LONDON PREMIUM LISTING

RNS Number : 3125W

JSC TBC Bank

26 April 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 is an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the 'Prospectus Directive'). Investors should not subscribe for any securities referred to in this announcement except on the basis of a prospectus to be published by TBC Bank Group PLC, and available on its website when published.

UPDATE ON PROPOSED LONDON PREMIUM LISTING

TBC Bank ('the Bank') is pleased to provide an update on its plans to migrate to a Premium Listing on the London Stock Exchange ('the LSE'). In line with its previous announcement, the Bank confirms it plans to launch a tender offer process in due course, enabling the Premium Listing to potentially take place in the middle of the third quarter of 2016.

In order to achieve the Premium Listing, it is intended that a newly-incorporated UK company (called 'TBC Bank Group PLC'), which has been established for this purpose, will launch the tender offer to acquire all of the outstanding share capital of the Bank in exchange for ordinary shares in TBC Bank Group PLC. The tender offer process is expected to last around two months from the launch date.

If the tender offer is successful, TBC Bank Group PLC will become the new parent company of the Bank and will seek to complete the Premium Listing shortly thereafter. The Premium Listing will require, amongst other matters, the publication of a prospectus approved by the UK Listing Authority. The Bank plans to engage with its founders and selected institutional shareholders in the coming weeks to seek their support for the Premium Listing.

Full details of the terms of the tender offer, including conditions and timetable, will be announced at or prior to the launch date.

In the European Economic Area, with respect to any Member State that has implemented the 'Prospectus Directive this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the Exchange Offer in the United States, and does not intend to conduct a public offering of securities in the United States.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This announcement is not an advertisement of any securities for the purposes of Georgian law.

This announcement contains certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Bank. Forward-looking statements speak only as of their date and involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Bank or its group to be materially different from those expressed or implied by such forward looking statements. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The Bank, TBC Bank Group PLC and their respective subsidiary undertakings and any of such persons' respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

You can read the full RNS Announcement here.