Business
TBC Announces New HoldCo with EBRD & IFC in UZ
TBC Announces New HoldCo with EBRD & IFC in UZ.
About this update from Tbc Bank Group Plc
[{"type":"text","content":"\n\n\n\n\n\nTBC Announces New Holding Company with EBRD and IFC in Uzbekistan\nTBC Bank Group PLC (\"TBC PLC\") is pleased to announce that it has agreed an enhancement of its joint venture arrangements with the European Bank for Reconstruction and Development (\"EBRD\") and the International Finance Corporation (\"IFC\") by consolidation of its businesses in Uzbekistan under a single holding company, TBC Digital (\"TBC Digital\"). TBC Digital is incorporated in Uzbekistan and will manage TBC Group's business in Uzbekistan, which operates as TBC Uzbekistan.\n \nAs announced on 30 September 2021, the EBRD and IFC entered into a joint venture with TBC PLC in relation to TBC PLC's wholly owned Uzbek subsidiary, TBC Bank (\"TBC UZ\"), to support its continued growth. Under the terms of those arrangements, TBC PLC retained 60% ownership of TBC UZ and each of the EBRD and IFC acquired 20% of TBC UZ. That joint venture has been regulated by a shareholders' agreement which contained customary board and shareholder reserved matters. Under the terms of the joint venture, the EBRD and IFC also entered into an option agreement with TBC PLC which provided for a put option for EBRD and IFC and a call option for TBC PLC.\nTBC PLC, the EBRD and IFC today have agreed a re-organisation of these arrangements under which both TBC UZ and Payme JSC, 100% subsidiary of TBC PLC and the country's leading payment app, will be 100% owned by TBC Digital. TBC PLC will own 79.7% of TBC Digital and each of the EBRD and IFC will own approximately 10.15%. The governance arrangements that have previously been in place in respect of TBC UZ will be terminated and largely replicated for TBC Digital. In particular, there will be a new shareholders' agreement between TBC PLC, the EBRD and IFC, which will contain customary board and shareholder reserved matters.\nIn addition, the EBRD and IFC have also entered into a new option agreement with TBC PLC. This provides, among others, that each of the EBRD and IFC may exercise a put of their respective shares in TBC Digital to TBC PLC following the fifth anniversary of the new arrangements. The put option would be settled by the issue of new shares of TBC PLC or, to the extent that was not practicable, in cash. TBC PLC will also have a call option from the eighth anniversary of the new arrangements pursuant to which i...