Turkiye Garanti Bankasi A.S. (TGBD)
TO: Investment Community
FROM : Garanti BBVA / Investor Relations
SUBJECT: Update of the voluntary tender offer price
DATE: April 25, 2022
Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA"), has informed Türkiye Garanti Bankası A.Ş. ("Garanti BBVA") of the following:
In relation to the voluntary tender offer launched by BBVA for the entire share capital of Garanti BBVA ("VTO"), it was previously announced that BBVA applied to the Capital Markets Board of Turkey ("CMB") for its approval of the VTO and the information memorandum in accordance with Section 4 of the Communiqué on Takeover Bids (Pay Alım Teklifi Tebliği) no. II-26.1 ("Communiqué") and on March 31, 2022, the CMB approved the information memorandum in accordance with Section 4 of the Communiqué in their letter numbered E-29833736-110.05.05-19391 and dated March 31, 2022. The VTO price was set at TRY 12.20 for shares with a nominal value of TRY 1.00 and the tender offer period of 20 business days for the VTO started on April 4, 2022.
The Board of Directors of BBVA decided to increase the Voluntary Takeover Bid price offered in cash for each Garanti BBVA share with a nominal value of TRY 1.00 from the initially announced price (12.20 Turkish Lira) to 15.00 Turkish Lira.
As a result of the increase in the Voluntary Takeover Bid price and in accordance with the Communiqué, the acceptance period of the Voluntary Takeover Bid is extended for a period of 2 weeks (the last day of the acceptance period of the Voluntary Takeover Bid will be May 18, 2022). This date takes into consideration the national holidays in Turkey from May 2, 2022 to May 4, 2022 and will need to be adjusted in case of additional national holidays. As per Article 22/4 of the Communiqué, during this 2 week additional period, no new modifications can be made to the tender offer.
The amount equal to the difference of 2.80 Turkish Lira per share will be paid to the investors who have already sold their shares to BBVA as part of the Voluntary Takeover bid within the two business days following the expiry of the original acceptance period (i.e. by May 6, 2022)
The updated Voluntary Tender Offer Bid Form will be available to Garanti BBVA shareholders and investors on the following webpages: https://kap.org.tr/, https://www.garantibbvainvestorrelations.com/, https://www.garantibbva.com.tr/ and https://www.garantibbvayatirim.com.tr/.
In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.
We declare that our above statements are in conformity with the principles included in the Board's Communiqué, Serial II Nr.15.1, that it exactly reflects the information we received; that the information complies with our records, books and documents; that we did our best to obtain the correct and complete information relative to this subject and that we are responsible for the declarations made in this regard.
Contact Garanti BBVA Investor Relations:
Tel: +90 212 318 2352
Fax: +90 212 216 5902
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