JSC TBC Bank - Tender Offer 2024 (2) (XS/US) - Final Results

JSC TBC BANK ANNOUNCES FINAL RESULTS IN RESPECT OF THE OFFER TO PURCHASE ANY AND ALL OF ITS 10.775% PERPETUAL SUBORDINATED CALLABLE ADDITIONAL TIER 1 CAPITAL NOTES - XS1843433126 - US48128XAB91

30 JULY 2024

Full announcement including disclaimers and offer restrictions available via Euronext

30 July 2024 – On 19 July 2024, JSC TBC Bank (the "Offeror"), a joint stock company incorporated under the laws of Georgia, announced the launch of its offer to purchase (the "Tender Offer") for cash any and all of the outstanding principal amount of its 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes (Regulation S ISIN: XS1843433126; Rule 144A ISIN: US48128XAB91) issued by the Offeror (the "Notes"). The Tender Offer was made upon the terms, and subject to the conditions, set forth in the offer to purchase dated 19 July 2024 (the "Offer to Purchase"). Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Offer to Purchase.

Tender Results and Notes Accepted for Purchase

The Tender Offer expired at 5:00 pm, New York City Time, on 29 July 2024 (the "Expiration Deadline"). As of the Expiration Deadline, U.S.$66,594,000 in aggregate principal amount of outstanding Notes had been validly tendered and not withdrawn (the "Tendered Notes"). The Offeror will accept for purchase all Tendered Notes.

Settlement

Holders of the Tendered Notes will receive consideration of U.S.$1,001.25 per U.S.$1,000 in principal amount of Notes (the "Tender Offer Consideration") for such Tendered Notes. In addition to the Tender Offer Consideration, all Holders of Tendered Notes will also receive accrued and unpaid interest on such Tendered Notes, rounded to the nearest U.S.$0.01 per U.S.$1,000 in principal amount of Notes, from and including the last interest payment date up to the Settlement Date (the "Accrued Interest").

The Offeror will make payment for the Tendered Notes on the Tender Offer Settlement Date, which is expected to be on 31 July 2024 (or the Guaranteed Delivery Settlement Date, which is expected to be on 1 August 2024, in the case of Tendered Notes tendered by guaranteed delivery procedures, if any, and no additional Accrued Interest will be paid in respect of the period from the Tender Offer Settlement Date to the Guaranteed Delivery Settlement Date in the case of Tendered Notes for which the guaranteed delivery procedures were used).

Following settlement of the Tender Offer, the aggregate principal amount of Notes outstanding is expected to be U.S.$58,406,000."

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TBC Bank Announces an Offer to Purchase its 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes - XS1843433126 - US48128XAB91

19 JULY 2024

Full announcement including disclaimers and offer restrictions available via Lonse

TBC Bank Group PLC ("TBC PLC") announces that its subsidiary, JSC TBC Bank (the "Offeror") has today launched an invitation to holders (the "Noteholders") of its outstanding U.S.$125,000,000 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes (Regulation S ISIN: XS1843433126; Rule 144A ISIN: US48128XAB91) (the "Notes"), subject to the offer and distribution restrictions and upon the terms and subject to the conditions set forth in, an offer to purchase dated 19 July 2024 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), to tender for purchase for cash any and all outstanding Notes, in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer".

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.

Summary of the Tender Offer

Purpose and Background of the Tender Offer

The Offeror is making the Tender Offer as a way of managing its financial liabilities and to provide investors with liquidity at a time of perceived elevated geopolitical uncertainty in the region.

As of the date of this announcement, the National Bank of Georgia (the "NBG") has provided its consent and approval (a) to the Offeror tendering for or repurchasing any or all of the Notes, and (b) to the Offeror redeeming all of its outstanding Notes. In accordance with the terms and conditions of the Notes, the Notes can be redeemed by the Offeror on 3 October 2024 and every fifth anniversary thereof.

Source of Funds

The Offeror intends to use the opportunity to purchase any and all of the Notes pursuant to the approval granted by the NBG and to use existing cash on hand to fund the Tender Offer."

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JSC TBC BANK ANNOUNCES FINAL RESULTS IN RESPECT OF THE OFFER TO PURCHASE ANY AND ALL OF ITS 5.75% NOTES DUE 2024 -XS1843434363/US48128XAA19

13 MAY 2024

Full announcement including disclaimers and offer restrictions available via Euronext

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"Tender Results and Notes Accepted for Purchase

The Offeror announced on 29 April 2024 that, as of 5:00 p.m., New York City time, on 26 April 2024 (the "Early Tender Participation Deadline"), U.S.$98,483,000 in aggregate principal amount of outstanding Notes had been validly tendered and not withdrawn. The Offeror also announced that it had also acquired U.S.$3,209,000 in aggregate principal amount of outstanding Notes at a price equivalent to the Total Consideration through privately negotiated transactions.

The Tender Offer expired at 11:59 p.m., New York City time, on 10 May 2024 (the "Expiration Deadline"). As of the Expiration Deadline, no additional Notes had been tendered since the Early Tender Participation Deadline.

Accordingly, the aggregate principal amount of Notes validly tendered and not validly withdrawn pursuant to the Tender Offer as at the Expiration Deadline and accepted for purchase was U.S.$98,483,000.

Settlement

Holders of Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Participation Deadline and accepted for purchase received consideration of U.S.$1,000 per U.S.$1,000 in principal amount of Notes (the "Total Consideration") for such Notes, which includes the Early Tender Premium.

The Offeror will cancel U.S.$19,394,000 of the aggregate principal amount of the Notes owned by the Offeror on or around the Final Settlement Date.

Following settlement of the Tender Offer and cancellation of U.S.$19,394,000 of the aggregate principal amount of the Notes owned by the Offeror, the aggregate principal amount of Notes outstanding is expected to be U.S.$127,443,000."

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JSC TBC BANK ANNOUNCES EARLY TENDER RESULTS IN RESPECT OF THE OFFER TO PURCHASE ANY AND ALL OF ITS 5.75% NOTES DUE 2024 -XS1843434363/US48128XAA19

29 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Euronext

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"As of 5:00 p.m., New York City time, on 26 April 2024 (the "Early Tender Participation Deadline"), U.S.$98,483,000 in aggregate principal amount of outstanding Notes had been validly tendered and not withdrawn. The Offeror had also acquired U.S.$3,209,000 in aggregate principal amount of outstanding Notes at a price equivalent to the Total Consideration through privately negotiated transactions, and the Notes so acquired will be owned by the Offeror and will not be cancelled.

Payment for Notes tendered at or prior to the Early Tender Participation Deadline and accepted for purchase (comprising payment of the Total Consideration and Accrued Interest) will be made on 30 April 2024 (the "Early Settlement Date"), and the Notes so purchased will be cancelled. Following the Early Settlement Date, the remaining outstanding aggregate principal amount of the Notes is expected to be U.S.$146,837,000, of which the Offeror will own U.S.$19,394,000.

The Tender Offer will expire at 11:59 p.m., New York City time, on 10 May 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Deadline"). The Withdrawal Deadline was 5:00 p.m., New York City time, on 26 April 2024. Payment for Notes validly tendered after the Early Tender Participation Deadline but, at or prior to, the Expiration Deadline and accepted for purchase (comprising the Tender Offer Consideration and Accrued Interest), if any, will be made on 14 May 2024 (the "Final Settlement Date")."

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JSC TBC BANK ANNOUNCES AN OFFER TO PURCHASE ANY AND ALL OF ITS 5.75% NOTES DUE 2024 -XS1843434363/US48128XAA19

15 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Euronext

15 April 2024 - JSC TBC Bank (the "Offeror"), a joint stock company incorporated under the laws of Georgia, announces the launch of its offer to purchase (the "Tender Offer") for cash any and all of the outstanding principal amount of its 5.75% Notes due 2024 issued by the Offeror (the "Notes"). The Tender Offer is made upon the terms, and subject to the conditions, set forth in the offer to purchase dated 15 April 2024 (the "Offer to Purchase").

The Tender Offer will expire at 11:59 p.m., New York City time, on 10 May 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Deadline"). Holders that tender their Notes may withdraw such Notes at any time prior to 5:00 p.m., New York City time, on 26 April 2024 (such time and date, as the same may be extended, (the "Withdrawal Deadline")).

The following table sets forth certain terms of the Tender Offer:

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