Garanti BBVA - Launch Of Tender Offer

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW). PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE OFFEROR, THE DEALER MANAGERS AND THE TENDER AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

LONDON, Nov. 21, 2024 /PRNewswire/ -- Türkiye Garanti Bankası A.Ş.
(the " Offeror ") has today launched an offer to eligible holders of its outstanding notes detailed below (the " Notes ") to tender any and all such Notes for purchase by the Offeror for cash (such invitation, the " Offer "). The Offer is made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 21 November 2024 (the " Tender Offer Memorandum "),
including, without limitation, satisfaction or waiver of the New Issue Condition (as defined below),
and, if applicable, the related Notice of Guaranteed Delivery.

Copies of the Tender Offer Memorandum are available, subject to eligibility confirmation and registration, on the transaction website (the " Transaction Website "): . Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Offer will expire at 5:00 p.m. (New York City time) on 27 November 2024 (the " Expiration Deadline ") unless extended, re-opened, withdrawn or earlier terminated at the sole discretion of the Offeror, in each case subject to applicable law.

Rationale for the Offer

The purpose of the Offer and the planned issuance of the New Notes (as defined below) is to proactively manage the Offeror's upcoming debt redemptions and to extend the debt maturity profile of the Offeror.

New Issue Condition

The Offeror announced on 21 November 2024 its intention to issue a new series of U.S.$-denominated Fixed Rate Resettable Tier 2 Notes (the " New Notes "), subject to market conditions. The purchase of any Notes by the Offeror pursuant to the Offer is subject to, without limitation, successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the " New Issue Condition ") or the waiver of such New Issue Condition at the sole discretion of the Offeror. Even if the New Issue Condition is satisfied, the Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason, subject to applicable law.

Priority in allocation of New Notes

The Offeror will, in connection with the allocation of the New Notes, consider, among other factors, whether or not the relevant investor seeking an allocation of the New Notes has, prior to such allocation, validly tendered or given a firm intention to any Dealer Manager that they intend to tender their Notes for purchase pursuant to the Offer and if so, the aggregate principal amount of Notes tendered or intended to be tendered by such investor. Therefore, a Holder who wishes to subscribe for New Notes in addition to tendering its existing Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes, subject to the issue of the New Notes. Any such priority allocation will, subject to the sole and absolute discretion of the Offeror, be applicable up to the aggregate principal amount of Notes in respect of which a firm indication of its intention to tender has been given to a Dealer Manager by such Holder pursuant to the Offer. However, the Offeror is not obliged to allocate any New Notes to a Holder who has indicated a firm intention to tender its Notes for purchase pursuant to the Offer and, if New Notes are so allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such Holder and accepted for purchase by the Offeror pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes.

The New Notes are expected to price and be allocated prior to the Expiration Deadline and as such, investors should contact either the Offeror or any of the Dealer Managers to provide firm indications that they intend to tender Notes pursuant to the Offer as soon as possible, using the contact details on the last page of the Tender Offer Memorandum.

Indicative Timetable for the Offer

Holders who are not Direct Participants are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or validly withdraw their instruction to participate in the Offer before the deadlines specified in the Tender Offer Memorandum.

The deadlines set by any such intermediary and each Clearing Systems for the submission and
withdrawal of Tender Instructions (or, where applicable, Notices of Guaranteed Delivery) will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw, terminate or amend or waive any of the terms and conditions of the Offer at any time following the announcement of the Offer, and details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Holders as soon as reasonably practicable after such decision is made.

Tender Instructions

The Offeror will only accept tenders of Notes for purchase pursuant to the Offer which are made by the submission of valid Tender Instructions. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole and absolute discretion of the Offeror and tenders may be rejected by the Offeror for any reason, subject to applicable law.

To tender Notes for purchase pursuant to the Offer, a Holder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received in each case by the Tender Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination (being U.S.$200,000) and may be submitted in integral multiples of U.S.$1,000 thereafter.

Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 ("MAR"). For the purposes of EU MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Aydın Güler, CFO, on behalf of Türkiye Garanti Bankası A.Ş.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

DEALER MANAGERS

TENDER AGENT

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If you are in any doubt as to the contents of this announcement, the Offer, the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including tax advice relating to the tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer.

None of the Dealer Managers, the Tender Agent, the Offeror or any of their respective directors, officers, employees or affiliates makes any recommendation whatsoever regarding this announcement, the Tender Offer Memorandum, the Offer or any recommendation as to whether Holders should tender Notes in the Offer or otherwise participate in the Offer or subscribe for New Notes.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer or invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being made and such documents have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined by Article 19(5) of the Financial Promotion Order) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

The Offer is not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a " Belgian Consumer ") and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been and shall be distributed, directly or indirectly, in Belgium to Belgian Consumers.

France

This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been and will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of CONSOB, pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the " Financial Services Act ") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offer.

Türkiye

The Offer is not being made, directly or indirectly, in Türkiye. The offering of the Notes on their original issue date was authorised by CMB only for the purpose of the issuance and sale of the Notes outside Türkiye in accordance with Article 15(b) of Decree 32 on the Protection of the Value of the Turkish Currency (as amended from time to time) (" Decree 32 ") and the Communiqué No. VII-128.8 on the Debt Instruments. The CMB authorised the original offering of the Notes on the basis that, following the primary sale of the Notes, no transaction that may be deemed as a sale of the Notes (or any beneficial interests therein) in Türkiye by way of private placement or public offering may be engaged in. Pursuant to Article 15(d)(ii) of Decree 32, there is no restriction, in the secondary markets, on the purchase or sale of the Notes (or beneficial interests therein) in offshore transactions on an unsolicited (reverse enquiry) basis by existing Holders resident in the Türkiye, provided that such secondary sale or purchase is made through licensed banks authorised by the BRSA and/or licensed brokerage institutions authorised pursuant to CMB regulations and the Purchase Price is transferred through such licensed banks.

Accordingly, existing Holders resident in Türkiye may participate in the Offer provided that the sale of the Notes is made through licensed banks authorised by the BRSA and/or licensed brokerage institutions authorised pursuant to CMB regulations and the Purchase Price is transferred through such licensed banks. Neither this announcement nor the Tender Offer Memorandum is an advertisement and neither this announcement nor the Tender Offer Memorandum constitute or form part of and should not be construed as, an offer to sell or the solicitation of an offer to buy the Notes in the Offer within Türkiye. Neither this announcement, the Tender Offer Memorandum nor any other such offering material has been or will be submitted for clearance or approval to the Borsa Istanbul A.Ş. or the CMB or any other regulatory authority in Türkiye.

General

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum under the heading "Procedures for Participating in the Offer". Any tender of Notes for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. The New Notes have not been, and will not be, registered under the Securities Act of 1933, as amended. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. The New Notes are being offered only (i) to investors who are QIBs or (2) in offshore transactions to non-U. persons in compliance with Regulation S.
Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the offering circular to be prepared by the Offeror in connection with the issue and listing of the New Notes (including any amendment or supplement thereto, the " Offering Circular "), and no reliance is to be placed on any representations other than those contained in the Offering Circular.

SOURCE Garanti BBVA

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