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Türkiye Garanti Bankasi A.Ş

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Türkiye Garanti Bankasi A.Ş LISTING MEMORANDUM TÜRKİYE GARANTİ BANKASI A.Ş. US$300,000,000 Floating Rate Notes due 2016 Türkiye Garanti Bankası A.Ş., a Turkish banking institution organized as a joint stock company (the “Bank” or “Issuer”), is issuing US$300,000,000 Floating Rate Notes due 2016 (the “Notes”). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities or “blue sky” laws of any state of the United States of America (“United States” or “US”), the United Kingdom or any other jurisdiction, and are being offered: (a) for sale (the “US Offering”) to qualified institutional buyers only (each a “QIB”) as defined in, and in reliance upon, Rule 144A under the Securities Act (“Rule 144A”) and (b) for sale to non-US persons outside the United States (the “International Offering” and, with the US Offering, the “Offering”) in reliance upon Regulation S under the Securities Act (“Regulation S”). For a description of certain restrictions on sale and transfer of investments in the Notes, see “Plan of Distribution,” “Selling Restrictions” and “Transfer Restrictions” herein. INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER “RISK FACTORS” BEGINNING ON PAGE 17 OF THIS LISTING MEMORANDUM. Interest on the Notes will be paid on the 20th day of each January, April, July and October; provided that if any such date is not a Business Day (as defined below), then such payment will be made on the next Business Day, subject to adjustment in accordance with Condition 6.1. Principal of the Notes is scheduled to be paid on the Interest Payment Date falling in April 2016, but may be paid earlier under certain circumstances as further described herein. The Notes initially will be sold to investors at a price equal to 100.00% of the principal amount thereof. For a more detailed description of the Notes, see “Conditions of the Notes.” Application has been made to: (a) the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the Notes to be admitted to listing on the official list of the UK Listing Authority (the “Official List”) and (b) the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Listing Memorandum (this “Listing Memorandum”) to the Notes being “listed” (and all related references) will mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Application has been made to the Capital Markets Board of Turkey (the “CMB”) in its capacity as competent authority under Law No. 2499 of the Republic of Turkey (“Turkey”) relating to capital markets (the “Capital Markets Law”) for the registration of the Notes with the CMB and the issuance of the Notes by the Bank outside Turkey. The issuance of the Notes was approved by the CMB on April 4, 2011, and the registration certificate relating to the Notes is expected to be obtained from the CMB on or about April 19, 2011. Under current Turkish tax law, withholding tax at the rate of 0% applies to interest on the Notes. See “Taxation – Certain Turkish Tax Considerations.” The Notes are expected to be rated at issuance “BBB-” by Fitch Ratings Ltd. (“Fitch”) and “Ba1” by Moody’s Investors Services Limited (“Moody’s” and, together with Fitch, the “Rating Agencies”). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. As of the date of this Listing Memorandum, each of the Rating Agencies is established in the European Union and has applied for registration under Regulation (EU) No 1060/2009 (the “CRA Regulation”), although notification of the corresponding registration decision has not yet been provided by the relevant competent authority. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before June 7, 2010 and that has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. The Notes are being offered under Rule 144A and Regulation S by each of Deutsche Bank AG, London Branch, Goldman Sachs International, J.P. Morgan Securities Ltd., Standard Chartered Bank and Banco Bilbao Vizcaya Argentaria S.A. (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), subject to their acceptance and right to reject orders in whole or in part. It is expected that delivery of the Notes will be made in book-entry form only through the facilities of The Depository Trust Company (“DTC”), including for the account of Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”), against payment therefor in immediately available funds on April 20, 2011 (i.e., the fourth Business Day following the date of pricing of the Notes (such date being referred to herein as the “Issue Date” and such settlement cycle being herein referred to as “T+4”). Joint Lead Managers Deutsche Bank Goldman Sachs International J.P. Morgan Standard Chartered Bank Co-Manager Banco Bilbao Vizcaya Argentaria S.A. The date of this Listing Memorandum is 28 April, 2011. This Listing Memorandum constitutes a prospectus for the purpose of Article 5 of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with regard to the Bank and the Notes that, according to the particular nature of the Bank and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Bank and of the rights attaching to the Notes. This Listing Memorandum is to be read in conjunction with the Group’s IFRS Financial Statements (as defined in “Presentation of Financial Information”), which form part of and are included herein. The Bank, having made all reasonable enquiries, confirms that: (a) this Listing Memorandum contains all information that in its view is material in the context of the issuance and offering of the Notes, (b) the information contained in this Listing Memorandum is true and accurate in all material respects and is not misleading, (c) any opinions, predictions or intentions expressed in this Listing Memorandum on the part of the Bank are honestly held or made by the Bank and are not misleading in any material respects, and there are no other facts the omission of which would make the Listing Memorandum or any of such information or the expression of any such opinions, predictions or intentions misleading in any material respect, and (d) all reasonable enquiries have been made by the Bank to ascertain such facts and to verify the accuracy of all such information and statements. This Listing Memorandum does not constitute an offer of, or an invitation by or on behalf of the Bank and the Initial Purchasers to subscribe for or purchase, any Notes. This Listing Memorandum is intended only to provide information to assist potential investors in deciding whether or not to subscribe for or purchase Notes in accordance with the terms and conditions specified by the Initial Purchasers. The Notes may not be offered or sold, directly or indirectly, and this Listing Memorandum may not be circulated, in any jurisdiction except in accordance with legal requirements applicable to such jurisdiction. The distribution of this Listing Memorandum and the offer or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Listing Memorandum may come are required by the Bank and the Initial Purchasers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this Listing Memorandum and other offering material relating to the Notes, see “Selling Restrictions” and “Transfer Restrictions.” No person has been authorized in connection with the offering of the Notes to give any information or make any representation regarding the Bank, the Initial Purchasers or the Notes other than as contained in this Listing Memorandum. Any such representation or information must not be relied upon as having been authorized by the Bank or the Initial Purchasers. The delivery of this Listing Memorandum at any time does not imply that there has been no change in the Bank’s affairs or that the information contained in it is correct as at any time subsequent to its date. This Listing Memorandum may only be used for the purpose for which it has been published. No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or completeness of the information set forth in this Listing Memorandum, and nothing contained in this document is, or will be relied upon as, a promise or representation, whether as to the past or the future. None of the Initial Purchasers assumes any responsibility for the accuracy or completeness of the information set forth in this Listing Memorandum. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Bank and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection with such investment.
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