Dow Jones received a payment from EQS/DGAP to publish this press release.
TCS Group Holding PLC / Result of Tender Offer
Tinkoff Bank Announces Results of Tender Offer
09-Jun-2017 / 10:20 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EquityStory.RS,
LLC - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
9 June 2017
*TINKOFF BANK ANNOUNCES RESULTS OF TENDER OFFER*
On 31 May 2017, Tinkoff Bank (the "*Offeror*") launched an invitation to
holders (the "*Noteholders*") of the U.S.$200,000,000 14% Loan Participation
Notes due 2018 (ISIN: XS0808636913; Common Code: 080863691) issued by, but
with limited recourse to, TCS Finance D.A.C (at the time of the issue of the
Notes known as TCS Finance Limited) for the purpose of financing a loan to
the Offeror (the "*Notes*"), subject to the offer and distribution
restrictions below, and upon the terms and subject to the conditions set
forth in a tender offer memorandum dated 31 May 2017 (the "*Tender Offer
Memorandum*"), to tender for purchase for cash any and all of the Notes, in
accordance with the procedures described therein. The invitations to tender
the Notes for purchase are referred to herein as the "*Tender Offers*", and
each and any of them, a "*Tender Offer*".
Capitalised terms used and not otherwise defined in this announcement have
the meanings given in the Tender Offer Memorandum.
The Offeror today announces that (i) the Transaction Conditions are expected
to be satisfied (or waived) on or prior to the settlement date, which is
expected to be on or about 13 June 2017, (ii) Noteholders validly tendered
U.S.$62,907,000 aggregate principal amount of Notes on or prior to the
Expiration Deadline, (iii) the Offeror has accepted for purchase all validly
tendered Notes as set forth in the table below and (iv) the aggregate
principal amount of Notes outstanding following completion of the Tender
Offer will be U.S.$95,678,000[1].
*Description *Securities *Minimum *Purchase *Principal *O**u**tstanding
of the Codes* Denomina Price* Amount of Principal Amount
Notes* tion* Notes Following
Accepted Settlement of
for the Tender
Purchase* Offer1*
U.S.$200,000 ISIN: U.S.$200 U.S.$1,10 U.S.$62,90 U.S.$95,678,000
,000 14.00 XS080863691 ,000 and 7.5 per 7,000
per cent. 3 integral U.S.$1,00
Loan multiple 0 in
Participatio Common s of principal
n Notes due Code: U.S.$1,0 amount of
2018 080863691 00 the Notes
thereaft
er
The Tender Offer has now expired and no further Notes can be tendered for
purchase. The Notes acquired in the Tender Offer will be initially held by
the Offeror for its own account but may be subsequently cancelled. Notes
that have not been successfully tendered for purchase and accepted by the
Offeror pursuant to the Tender Offer will remain outstanding and will remain
subject to the terms and conditions of such Notes.
All documentation relating to the Offer, together with any updates, will be
available for eligible persons from the Information and Tender Agent on the
Offer Website: https://sites.dfkingltd.com/tinkoff.
*F**or Further Information*
Further details about the Tender Offer can be obtained from:
THE OFFEROR
*Tinkoff Bank*
Perviy Volokolamskiy proezd
10 building 1
Moscow, 123060
Russian Federation
THE DEALER MANAGERS
*J. P. Morgan Securities plc*
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Telephone: +44 20 7134 2468
Attention: Liability Management
Email: em_europe_lm@jpmorgan.com
*UBS Limited*
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +44 20 7568 2133
Attention: Liability Management Group
Email: ol-liabilitymanagement-eu@ubs.com
THE INFORMATION AND TENDER AGENT
*D.F. King Ltd.*
Website: https://sites.dfkingltd.com/tinkoff [1]
E-mail: tinkoff@dfkingltd.com
*In London:*
125 Wood Street
London, EC2V 7AN
United Kingdom
Telephone: +44 20 7920 9700
*In Hong Kong:*
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Hong Kong
Telephone: +852 3953 7230
*OFFER AND DISTRIBUTION RESTRICTIONS*
*THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.*
United Kingdom
The communication of this announcement, the Tender Offer Memorandum by the
Offeror and any other documents or materials relating to the Offer are not
being made, and such documents and/or materials have not been approved, by
an authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000 (the "*FSMA*"). Accordingly, such documents
and/or materials are not being communicated or distributed to, and must not
be passed on to, the general public in the United Kingdom. The communication
of such documents and/or materials is exempt from the restriction on
financial promotions under section 21 of the FSMA on the basis that it is
only directed at, made to or otherwise communicated to (1) those persons who
are existing members or creditors of the Offeror or other persons within
Article 43 of Financial Promotion Order, (2) those holders being investment
professionals falling within Article 19(5) of the Financial Promotion Order,
(3) those holders that fall within Article 49(2)(a) to (d) of the Financial
Promotion Order and (4) to any other persons to whom these documents and/or
materials may lawfully be communicated (all such persons together being
referred to as "relevant persons"). The Offer is only available to, and any
invitation, offer or agreement to purchase or otherwise acquire the Notes
will be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this announcement, the Tender
Offer Memorandum or any contents thereof.
United States
The Offer is not being made and will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States or to any U.S. person (as defined
in Regulation S under the United States Securities Act of 1933, as amended)
(each a "*U.S. Person*"). This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other
forms of electronic communication. Accordingly, copies of this Tender Offer
Memorandum and any other documents or materials relating to the Offer are
not being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to a U.S.
Person and the Notes cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from or within or by persons located or
resident in the United States or by any U.S. Person. Any purported tender of
Notes in the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of Notes in the
Offer made by a person located in the United States, a U.S. Person, by any
person acting for the account or benefit of a U.S. Person, or by any agent,
fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid
and will not be accepted.
Each Noteholder participating in the Offer will represent that either (i) it
is not a U.S. Person, is not located in the United States and is not
participating in the Offer from the United States or (ii) it is not located
in the United States and is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to
participate in the Offer from the United States and who is not a U.S.
Person. For the purposes of this and the above paragraph, "United States"
means the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands), any state of the United States of
America and the District of Columbia.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other
documents or materials relating to the Offer have been submitted to or will
be submitted for approval or recognition to the Financial Services and
Markets Authority (_Autorité des services et marches financiers/Autoriteit
financiële diesten en markten_) and, accordingly, the Offer may not be made
in Belgium by way of a public offering, as defined in Articles 3, §1, 1° and
6 of the Belgium Law of 1 April 2007 on public takeover bids (the "*Public
Takeover Law*"), as amended or replaced from time to time. Accordingly, the
Offer may not be advertised and the Offer will not be extended, and neither
this announcement, the Tender Offer Memorandum nor any other documents or
materials relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) have been or shall be
distributed or made available, directly or indirectly, to any individual or
(MORE TO FOLLOW) Dow Jones Newswires
June 09, 2017 04:20 ET (08:20 GMT)
