TBC Announces New Holding Company with EBRD and IFC in Uzbekistan
As 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.TBC 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.In 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 it would be able to acquire for
cash any shares in TBC Digital held by the EBRD and IFC at that
time.The new arrangements will come into effect after completion of
the applicable registration requirements, which is expected to be
within the next three months.Vakhtang Butskhrikidze, CEO of TBC Bank
Group, commented:"We are grateful to our partners at the EBRD and IFC
for their unwavering commitment to the success of TBC Uzbekistan, our
fast-growing digital banking business.They are an integral part of our
story in Central Asia’s most populous nation, where TBC is driving
the expansion of digital banking in the region and has achieved
remarkable results since operations commenced nearly 6 years ago.The
establishment of TBC Digital as our new holding company will unlock
additional synergies, enhance governance and create more value for our
shareholders.It will further support TBC’s fast and sustainable
growth in the country, driven by our stellar team led by Nika Kurdiani
as CEO of TBC Uzbekistan."Francis Malige, EBRD’s Managing Director
for Financial Institutions, commented: "We are excited to embark on
this new chapter with our long-standing partners, TBC PLC and IFC. TBC
Digital will consolidate all Uzbek operations, streamline the
governance, and unify the digital-first strategic objectives.The next
phase will focus on scaling up financial services to retail customers,
small and medium-sized businesses and individual
entrepreneurs.Recently, TBC introduced the country’s first fully
digital banking services tailored for SMEs. Improved access to finance
through user-friendly digital tools and a paperless onboarding process
is critical for fostering a dynamic and inclusive financial ecosystem
for SMEs in Uzbekistan.TBC Uzbekistan has emerged as a transformative
player, demonstrating the viability of digital banking in a reforming
economy. Its success underscores the importance of customer-centric
innovation, acting as a catalyst for the sector-wide modernisation.
The bank's trajectory shows that agility and digital adoption are
critical for success in evolving markets.”Momina Aijazuddin, IFC
Regional Industry Head, Financial Institutions, said:“IFC is
committed to fostering digital financial inclusion and sustainable
economic growth in Uzbekistan. By consolidating TBC Uzbekistan's
operations under TBC Digital, we leverage the advantage of digital
services to expand access to finance for individuals, medium, small,
and micro businesses across the country.We believe that this move will
enhance TBC’s ability to provide innovative financial solutions and
to further support the economic development of Uzbekistan.”
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