Dentons advises international lender-shareholders on successful exit from AccessBank Azerbaijan

London/Baku-Global law firm Dentons has advised a group of international lenders on the successful completion of an eight-year consensual restructuring and subsequent exit from AccessBank, one of Azerbaijan's leading financial institutions. The lenders' group included prominent international financial institutions such as Asian Development Bank (ADB), European Investment Bank (EIB), International Finance Corporation (IFC), Development Bank of Austria (OeEB), and Dutch Entrepreneurial Bank (FMO), as well as funds managed by leading impact investment houses responsAbility Investments AG and Finance in Motion Asset Management S.à r.l.

In 2018, Dentons advised the international lenders of AccessBank during a period of severe financial distress and imminent regulatory intervention, structuring and implementing a complex multi-creditor, multi-phased debt-for-equity swap and recapitalisation. The transaction was historic, marking the first ever bank workout in Azerbaijan, and setting a precedent for financial restructuring in the country.

Following the 2018 restructuring, Dentons continued to provide ongoing legal support to the group of lenders (now shareholders). The new shareholders strengthened the bank's corporate governance and upgraded its operations, appointing a new five-member supervisory board with four of its members appointed by the four largest shareholders and one independent director. Throughout this period, the supervisory board was chaired by Mr. Oleg Ivaniychuk of responsAbility. A new management team was curated by the supervisory board with Davit Tsiklauri taking on the role of CEO in 2022.

Despite its initial fragile condition, AccessBank successfully navigated the subsequent Azerbaijani currency crisis, the COVID-19 pandemic, and the second Karabakh war to claim a top five position in terms of return on equity, return on assets, capital adequacy, and cost-to-income ratio over the last three years.

In October 2026, the restructuring journey reached a successful conclusion with the sale of 100% of the common shares in AccessBank to Bank Respublika (Azerbaijan) in a cash-plus-shares transaction. Former AccessBank common shareholders will now hold preferred shares in Bank Respublika (and will continue to do so in the combined entity following a merger of the two institutions, which has been pre-approved by both the shareholders and the regulatory authorities in Azerbaijan).

The merger of AccessBank, ranked eighth in Azerbaijan with assets of US$1.11 billion, and Bank Respublika, ranked fifth with assets of US$1.57 billion, will create the fourth largest bank and third largest privately held bank in the country, representing a significant consolidation in the Azerbaijani banking sector. Both banks share a core business strategy focused on supporting micro, small, and medium-sized enterprises (MSMEs) across all regions of Azerbaijan.

Partners Timothy Stubbs (London), Ulvia Zeynalova-Bockin (Baku), and Mark Withey (London) led Dentons' cross-border legal team with support from Counsel Dennis Montgomery (Almaty) and Rena Eminova (Baku), and Associate Tofiga Jamalzade (Baku).

"This transaction represents the successful conclusion of an extraordinary 8-year journey. From navigating one of Azerbaijan's most complex financial restructurings - a transaction that broke new ground as the country's first ever bank workout - to supporting our clients through to a successful exit, this has been a veritable landmark engagement. Dentons is proud to have stood alongside our clients every step of the way. We congratulate all parties on this fantastic outcome," said partner Tim Stubbs.

"Dentons has been a trusted advisor to OeEB, supporting us through a complex restructuring phase and ultimately our successful exit. We are grateful for their professionalism, dedication, and strategic counsel throughout this journey, and we thank the entire team for their partnership," said Sabine Gaber, CEO and Member of OeEB Executive Board.

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