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TCS Group Holding PLC (TCS)
PROPOSED PLACING OF APPROXIMATELY 12 MILLION GLOBAL DEPOSITARY RECEIPTS
REPRESENTING INTERESTS IN CLASS A SHARES OF TCS GROUP HOLDING PLC (THE
'COMPANY') BY TADEK HOLDING & FINANCE S.A.
20-Nov-2017 / 17:22 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY LAW
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
Information contained herein in respect of the Global Depository Receipts is
not intended for any persons located within the territory of the Russian
Federation, who are not "qualified investors" within the meaning of Article
51.2 of the Russian Federal Law "On the Securities Market" No. 39-FZ dated
22 April 1996, as amended, and must not be distributed or circulated into
the Russian Federation, or made available in the Russian Federation, to any
persons who are not qualified investors, unless and to the extent they are
otherwise permitted to access such information under Russian law. Please see
the important notice at the end of this announcement.
PROPOSED PLACING OF APPROXIMATELY 12 MILLION GLOBAL DEPOSITARY RECEIPTS
REPRESENTING INTERESTS IN CLASS A SHARES OF TCS GROUP HOLDING PLC (THE
"COMPANY") BY TADEK HOLDING & FINANCE S.A.
20 November 2017
Tadek Holding & Finance S.A. ("Tadek"), a company connected with Mr. Oleg
Tinkov (the "Selling Shareholder"), announces its intention to sell
approximately 12 million Global Depositary Receipts representing interests
in Class A Shares of the Company (the "Placing Securities") (1 Global
Depository Receipt = 1 Class A Share). The Placing Securities represent
approximately 6.6 per cent of the Company's issued share capital.
The Placing Securities are being offered by way of an accelerated bookbuild
(the "Placing"), which will be launched immediately following this
announcement. The offering is being made to institutional investors outside
the US in accordance with Regulation S of the US Securities Act of 1933, as
amended (the "US Securities Act") and to qualified institutional buyers in
the US in accordance with Rule 144A of the US Securities Act.
Any of the Company's shares and Global Depositary Receipts held by the
Selling Shareholder (through Tadek and other entities) which are not sold in
the Placing will be subject to a 180-day lock-up, subject to customary
exceptions. Assuming all of the Placing Securities are sold, the Selling
Shareholder (through Tadek and other entities) will continue to hold
approximately 48 per cent of the issued share capital of the Company.
Morgan Stanley & Co. International plc is acting as bookrunner in connection
with the Placing (the "Bookrunner").
The final number of Placing Securities to be placed and the placing price
will be agreed by the Bookrunner and Tadek at the close of the bookbuild
process, and the results of the Placing will be announced as soon as
practicable thereafter. The timings for the close of the bookbuild process,
pricing and allocations are at the absolute discretion of the Bookrunner and
Tadek.
The Company will not receive any proceeds from the Placing.
Important Notice:
Members of the general public are not eligible to take part in the Placing.
This announcement and any offer of securities to which it relates are only
addressed to and directed at (1) in any Member State of the European
Economic Area, persons who are "qualified investors" within the meaning of
article 2(1)(e) of EU Directive 2003/71/EC (as amended by directive
2010/73/EU to the extent implemented in the relevant Member State) and any
relevant implementing measures (the "Prospectus Directive"); and (2) in the
United Kingdom, persons who (i) have professional experience in matters
relating to investments who fall within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order; or
(iii) are persons to whom an offer of the Placing Securities may otherwise
lawfully be made (all such persons referred to in (1) and (2) together being
referred to as "relevant persons"). The information regarding the placing
set out in this announcement must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which
this announcement relates is available only to relevant persons and will be
engaged in only with relevant persons.
This announcement does not, and shall not, in any circumstances constitute a
public offering, nor an offer to sell or to subscribe for, nor a
solicitation to offer to purchase or to subscribe for securities in any
jurisdiction. The distribution of this announcement and the offering or sale
of the Placing Securities in certain jurisdictions may be restricted by law.
No action has been taken by Tadek (or any affiliates thereof) or the
Bookrunner or any of its affiliates that would, or which is intended to,
permit a public offer of the Placing Securities in any jurisdiction or
possession or distribution of this announcement or any other offering or
publicity material relating to the Placing Securities in any jurisdiction
where action for that purpose is required. Persons into whose possession
this announcement comes are required by Tadek and the Bookrunner to inform
themselves about and to observe any applicable restrictions.
With respect to the member states of the European Economic Area which have
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the
public of the Placing Securities sold by Tadek requiring a publication of a
prospectus in any Relevant Member State. As a consequence, the Placing
Securities may only be offered or sold in any Relevant Member State pursuant
to an exemption under the Prospectus Directive.
This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer of, or the
solicitation of an offer to acquire or dispose of securities in the United
States, Canada, Australia or Japan or in any other jurisdiction in which
such an offer or solicitation is unlawful.
The Placing Securities have not been, and will not be, registered under the
US Securities Act, or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia or Japan. The
Placing Securities may not be offered or sold in the United States unless
registered under the US Securities Act or offered in a transaction exempt
from, or not subject to, the registration requirements of the US Securities
Act and the securities laws of any relevant state or other jurisdiction of
the United States. There will be no public offering of the Placing
Securities in the United States or elsewhere.
The Placing Securities have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the placing or the
accuracy or adequacy of this announcement. Any representation to the
contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in
connection with the Placing. Any investment decision to buy securities in
the Placing must be made solely on the basis of publicly available
information. Such information is not the responsibility of and has not been
independently verified by Tadek (or any affiliate thereof) or the Bookrunner
or any of its affiliates.
The information with respect to GDRs contained herein is not for release,
publication or distribution in whole or in part in or into the Russian
Federation subject to certain exceptions. These written materials are not,
and under no circumstances are to be construed as, a public offer or
advertising or an invitation to make offers to sell, purchase, exchange or
otherwise transfer or dispose of any securities, including securities of
foreign issuers, or other financial instruments in the Russian Federation
within the meaning of Russian securities laws or to or for the benefit of
any persons or entities resident, incorporated, established or having their
usual residence in the Russian Federation, or to or for the benefit of any
person located within the territory of the Russian Federation, who, in
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November 20, 2017 11:23 ET (16:23 GMT)
