Tinkoff Bank Announces Results of Tender Offer

DJ Tinkoff Bank Announces Results of Tender Offer

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: [phone] 
Attention: Liability Management 
Email: [e-mail] 
 
*UBS Limited* 
5 Broadgate 
London EC2M 2QS 
United Kingdom 
Telephone: [phone] 
Attention: Liability Management Group 
Email: [e-mail] 
 
THE INFORMATION AND TENDER AGENT 
*D.F. King Ltd.* 
Website: https://sites.dfkingltd.com/tinkoff [1] 
E-mail: [e-mail] 
 
*In London:* 
125 Wood Street 
London, EC2V 7AN 
United Kingdom 
Telephone: [phone] 
 
*In Hong Kong:* 
Suite 1601, 16/F, Central Tower 
28 Queen's Road Central 
Hong Kong 
Telephone: [phone] 
 
*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)

legal entity in Belgium other than: 
 
1) qualified investors, as defined in Article 10 of the Belgian Law of 16 
June 2006 on the public offer of placement instruments and the admission 
to trading of placement instruments on regulated markets (the "*Belgian 
Public Offer Law*"); 
 
1) in relation to Notes with a denomination of at least EUR100,000; 
 
and in any other circumstances set out Article 6, §§3-4 of the Public 
Takeover Law. Insofar as Belgium is concerned, this announcement and the 
Tender Offer Memorandum have been issued only for the personal use of the 
above qualified investors and exclusively for the purpose of the Offer. 
Accordingly, the information contained herein and in the Tender Offer 
Memorandum may not be used for any other purpose or disclosed to any other 
person in Belgium. 
France 
The Offer is not being made, directly or indirectly, to the public in the 
Republic of France ("*France*"). Neither this announcement, the Tender Offer 
Memorandum nor any other document or material relating to the Offer has been 
or shall be distributed to the public in France and only (i) providers of 
investment services relating to portfolio management for the account of 
third parties (_personnes fournissant le service d'investissement de gestion 
de portefeuille pour compte de tiers_) and/or (ii) qualified investors 
(_investisseurs qualifiés_) acting for their own account, all as defined in, 
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French 
Code _monétaire et financier_, are eligible to participate in the Offer. 
This announcement, the Tender Offer Memorandum have not been and will not be 
submitted for clearance to the _Autorité des marchés financiers_. 
Italy 
None of the Offer, this announcement, the Tender Offer Memorandum or any 
other documents or materials relating to the Offer have been submitted to 
the clearance procedures of the _Commissione Nazionale per le Società e la 
Borsa _("*CONSOB*") pursuant to Italian laws and regulations. 
The Offer is being carried out in the Republic of Italy ("*Italy*") as 
exempted offers pursuant to article 101-bis, paragraph 3-bis of the 
Legislative Decree No. 58 of 24 February 1998, as amended (the "*Financial 
Services Act*") and article 35-bis, paragraph 4 of CONSOB Regulation No. 
11971 of 14 May 1999, as amended(the "*Issuer's Regulation*"). Noteholders 
or beneficial owners of the Notes may tender their Notes in the Offer 
through authorised persons (such as investment firms, banks or financial 
intermediaries permitted to conduct such activities in Italy in accordance 
with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 
2007, as amended from time to time, and Legislative Decree No. 385 of 
September 1, 1993, as amended) and in compliance with applicable laws and 
regulations or with requirements imposed by CONSOB or any other Italian 
authority. Accordingly, the Offer may not be advertised and will not be 
addressed, and neither this announcement, nor 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 person in Italy other than to "qualified investors" (_investitori 
qualificati_), as defined pursuant to Article 100 of the Financial Services 
Act and Article 34-ter, paragraph 1, letter b) of the Issuer's Regulation. 
Each intermediary must comply with the applicable laws and regulations 
concerning information duties _vis-à-vis _its clients in connection with the 
Notes or the Offer. 
Russia 
Neither this announcement, the Tender Offer Memorandum nor information 
contained therein nor any other document or materials relating to the Offer 
are an offer, or an invitation to make offers, to sell, exchange or 
otherwise transfer securities in the Russian Federation or to or for the 
benefit of any Russian person or entity and does not constitute an 
advertisement or offering of securities in the Russian Federation within the 
meaning of Russian securities laws. Information contained in this 
announcement, the Tender Offer Memorandum or any other document or materials 
relating to the Offer is not intended for any person in the Russian 
Federation who is not a "qualified investor" (a "*Russian QI*") within the 
meaning of Article 51.2 of the Federal Law No. 39-FZ "On the Securities 
Market" dated 22 April 1996, as amended (the "*Russian Securities Market 
Law*") and must not be distributed or circulated into Russia or made 
available in Russia to any person who is not a Russian QI, unless and to the 
extent they are otherwise permitted to access such information under Russian 
law. 
General 
This announcement, the Tender Offer Memorandum and any related documents do 
not constitute an offer to buy or the solicitation of an offer to sell Notes 
in any circumstances in which such offer or solicitation is unlawful. If a 
jurisdiction requires the Offer to be made by a licensed broker or dealer, 
and any of the Dealer Managers or any of their respective affiliates is such 
a licensed broker or dealer in such jurisdictions, the Offer shall be deemed 
to be made by such Dealer Manager or such affiliate (as the case may be) on 
behalf of the Offeror in such jurisdiction. 
In addition to the representations referred to above in respect of the 
United States, Belgium, France, Italy, the United Kingdom and the Russian 
Federation, each Noteholder participating in the Offer will also be deemed 
to give certain representations in respect of the other jurisdictions 
referred to above and generally as set out in "_Procedures for Tendering 
Notes_" in the Tender Offer Memorandum. Any tender of Notes for purchase 
pursuant to the Offer from a Noteholder that is unable to make these 
representations will not be accepted. Each of the Offeror, the Dealer 
Managers and the Information and Tender Agent reserves the right, in its 
absolute discretion, to investigate, in relation to any tender of Notes for 
purchase pursuant to the Offer, whether any such representation given by a 
Noteholder is correct and, if such investigation is undertaken and as a 
result the Offeror determines (for any reason) that such representation is 
not correct, such tender of Notes shall not be accepted. [1] Following the 
completion of the Tender Offer, the Offeror and/or its subsidiaries will 
hold Notes in the principal amount of U.S.$104,322,000. 
 
The EquityStory.RS, LLC Distribution Services include Regulatory 
Announcements, Financial/Corporate News and Press Releases. 
Archive at www.dgap.de/ukreg 
Language:      English 
Company:       TCS Group Holding PLC 
               2nd Floor, Sotiri Tofini 4, Agios Athanasios 
               4102 Limassol 
               Cyprus 
Phone:         [phone] 
Fax:           [phone] 
E-mail:        [e-mail] 
Internet:      https://www.tinkoff.ru 
ISIN:          US87238U2033 
Listed:        Foreign Exchange(s) London, Moscow 
Category Code: RTE 
TIDM:          TCS 
LEI Code:      2534000KL0PLD6KG7T76 
Sequence No.:  4284 
 
End of Announcement EquityStory.RS, LLC News Service 
 
581825 09-Jun-2017 
 
 
1: http://public-cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=9ac0a47c9f66d1bd1ead0ba65a09a719&application_id=581825&site_id=vwd&application_name=news 
 

(END) Dow Jones Newswires

June 09, 2017 04:20 ET (08:20 GMT)