TCS Group Holding PLC: Notice of EGM: up to USD300M primary capital raising

TCS Group Holding PLC (TCS) 
TCS Group Holding PLC: Notice of EGM: up to USD300M primary capital raising 
 
04-Jun-2019 / 09:00 MSK 
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TCS Group Holding PLC 
 
Notice of EGM: up to USD300M primary capital raising 
 
  - The Group upgrades its net loan growth guidance for 2019 to at least 
  60%, guidance for net income, cost of risk and cost of borrowing 
  reaffirmed 
 
Limassol, Cyprus - 4 June 2019. TCS Group Holding PLC (TCS LI) (the 
"Group"), Russia's leading provider of online financial and lifestyle 
services via its Tinkoff.ru ecosystem, today announces that an Extraordinary 
General Meeting of Shareholders (EGM) will take place at 9.00 am on 27 June 
2019 at the Group's registered office, 5th floor, 25 Berengaria, Spyrou 
Araouzou 25, 3036 Limassol, Cyprus. 
 
The Group aims to complete up to a USD300m primary capital raising which 
would ensure that it has the necessary capital to seize the current 
profitable growth opportunity identified while maintaining ample capital 
buffers. 
 
The capital raising would be carried out through a bookbuilding exercise 
addressed to institutional and other qualifying investors and coordinated by 
Morgan Stanley, Renaissance Capital and UBS Investment Bank (the 
"Offering"). While the Offering would be non-preemptive, the Group will use 
reasonable endeavours to prefer in allocations institutional and certain 
existing qualifying shareholders of the Company wishing to participate in 
the Offering, as will be further detailed in the disclosure document to be 
published in connection with the Offering. Subject to EGM approval and 
market conditions, it is expected that the Offering will be executed shortly 
after the EGM. The EGM agenda includes: 
 
  - Variation of special rights; 
 
  - Increase of issued share capital; 
 
  - authority to the Board of Directors to issue shares (up to 10% of issued 
  share capital); 
 
  - waiver of pre-emption rights (until 30 September 2019). 
 
The record date for the EGM is 25 June 2019. 
 
The Notice of EGM is available on the Group's website at 
https://www.tinkoff.ru/eng/ [1] 
 
The management team will explain the background to these capital raising 
proposals at an investor and analyst conference call at 2.00pm UK time 
(4.00pm Moscow time, 09.00am U.S. Eastern Daylight Time), on Tuesday, 4 June 
2019. 
 
Oliver Hughes, CEO of Tinkoff, commented: 'We grew our net loans portfolio 
by 21% in 1Q19 alone. This growth trend continues into 2Q19 as evidenced by 
our monthly RAS reports. We are therefore pleased to announce an upgrade to 
our loan growth guidance for the year to at least 60%. 
 
More than half of this growth is driven by our new credit business lines 
(personal loans, POS loans, car loans, and home equity loans). These loans 
already comprised 32% of our loan book at the end of 1Q19. Many of these 
loans are cross-sold to existing customers whom we have brought into our 
ecosystem through current accounts and lifestyle services; they are also 
sold to new-to-bank mass-affluent and affluent customers. The initial 
results of new loan product pilots are positive and we are therefore 
planning to scale up these business-lines thereby continuing our loans 
growth. 
 
This loan growth is happening against a backdrop of four RWA uplifts in the 
period from March 2017 to April 2019. We have been weighing the various 
alternatives to ensure we have an adequate capital position to support this 
growth, including an up to $300m primary capital raise which would ensure 
that we have the necessary capital to seize the current profitable growth 
opportunity and to maintain ample capital buffers in the future.' 
 
To participate in the conference call, please use the following access 
details: 
 
Conference ID            3031348 
 
Russian Federation       [phone] 
 
United Kingdom           [phone] 
 
United States of America [phone] 
 
Please register approximately 10 minutes prior to the start of the call. 
 
                                             For enquiries: 
Tinkoff Bank                  Tinkoff Bank 
 
Darya Ermolina                Larisa Chernysheva 
Head of PR                    IR Department 
 
+ 7 495 648-10-00 (ext. 2009) + 7 495 648-10-00 (ext. 2312) 
 
        [e-mail]                 [e-mail] 
 
About the Group 
 
TCS Group Holding PLC is an innovative provider of online retail financial 
services. It includes Tinkoff Bank, mobile virtual network operator Tinkoff 
Mobile, Tinkoff Insurance, and Tinkoff Software DC, a network of development 
hubs in major Russian cities. The Group also has Tinkoff.ru, an evolving 
ecosystem that offers financial and lifestyle services. 
 
The Group was founded in 2006 by Russian entrepreneur Oleg Tinkov and has 
been listed on the London Stock Exchange since October 2013. 
 
The Group's key business is Tinkoff Bank, the country's first and only 
direct bank and the core of the Tinkoff.ru ecosystem. 
 
Tinkoff Bank is the second largest player in the Russian credit card market, 
with a share of 12.4% as of 1 April 2019. The 1Q'19 IFRS net income of TCS 
Group Holding PLC amounted to RUB 7.2 bn, ROE stood at 64.4%. 
 
With no branches, the Group serves all its customers remotely via online 
channels and a cloud-based call centre staffed by over 10,000 employees, 
which makes it one of the largest in Europe. To ensure smooth delivery of 
the Group's products, the Group has a nationwide network of over 2,500 
representatives. 
 
In 2018 Global Finance named Tinkoff Bank the world's Best Consumer Digital 
Bank, in 2018, 2016 and 2015, the Best Consumer Digital Bank in Russia, and 
in 2017 and 2013 The Banker recognised it as the Bank of the Year in Russia. 
The bank's mobile app has been consistently praised by local and global 
independent experts as the best of its kind (in 2013, 2014, 2015, 2016 by 
Deloitte and in 2018 by Global Finance). 
 
This announcement is not an offer for sale of securities in the United 
States or any other country. The securities to which this announcement 
relates have not been and will not be registered under the U.S. Securities 
Act of 1933, as amended (the "Securities Act") or with any securities 
regulatory authority of any state of the United States or other jurisdiction 
and may not be offered, sold, pledged or otherwise transferred in the United 
States except pursuant to registration or an exemption from the registration 
requirements of the Securities Act and in compliance with any applicable 
state securities laws. 
 
This announcement is directed only at persons (i) outside the United 
Kingdom; (ii) that have professional experience in matters relating to 
investments falling within Article 19(5) of the Financial Services and 
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) 
falling within Article 49(2)(a) to (d) ("high net worth companies, 
unincorporated associations etc.") of the Order; or (iv) to whom this 
announcement may otherwise be directed without contravention of Section 21 
of the Financial Services and Markets Act 2000 (all such persons together 
being referred to as "relevant persons"). 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. 
 
In member states of the EEA, this announcement is directed only at persons 
who are "qualified investors" within the meaning of Article 2(1)(e) of 
Directive 2003/71/EC, as amended. 
 
Morgan Stanley, Renaissance Capital and UBS Europe SE (the "Banks") are each 
acting exclusively for the Group and no one else in connection with the 
Offering. They will not regard any other person as their respective clients 
in relation to the Offering and will not be responsible to anyone other than 
TCS Group Holding PLC for providing the protections afforded to their 
respective clients, nor for providing advice in relation to the Offering, 
the contents of this announcement or any transaction, arrangement or other 
matter referred to herein. 
 
To the fullest extent permitted under applicable law, none of the Banks or 
any of their respective affiliates, directors, officers, limited or 
unlimited partners, employees, advisers or agents accepts any responsibility 
or liability whatsoever for, or makes any representation or warranty, 
express or implied, as to the truth, accuracy or completeness of the 
information in this announcement (or whether any information has been 
omitted from the announcement) or any other information relating to TCS 
Group Holding PLC or the Group, or their associated companies, whether 
written, oral or in a visual or electronic form, and howsoever transmitted 
or made available or for any loss howsoever arising from any use of this 
announcement or its contents or otherwise arising in connection therewith. 
 
Forward-looking statements 
 
Some of the information in this announcement may contain projections or 
other forward-looking statements regarding future events or the future 
financial performance of the Group and Tinkoff Bank. You can identify 
forward looking statements by terms such as "expect", "believe", 
"anticipate", "estimate", "intend", "will", "could," "may" or "might", the 
negative of such terms or other similar expressions. The Group and Tinkoff 
Bank wish to caution you that these statements are only predictions and that 
actual events or results may differ materially. The Group and Tinkoff Bank 
do not intend to update these statements to reflect events and circumstances 
occurring after the date hereof or to reflect the occurrence of 
unanticipated events. Many factors could cause the actual results to differ 

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