TCS Group Holding PLC (TCS)
TCS Group Holding PLC: PROPOSED OFFERING BY TCS GROUP HOLDING PLC (THE
'COMPANY') OF APPROXIMATELY 18.3 MILLION GLOBAL DEPOSITARY RECEIPTS
REPRESENTING INTERESTS IN CLASS A SHARES OF THE COMPANY
27-Jun-2019 / 09:30 MSK
Dissemination of a Regulatory Announcement, 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN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 OFFERING BY TCS GROUP HOLDING PLC (THE "COMPANY") OF APPROXIMATELY
18.3 MILLION GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A
SHARES OF THE COMPANY
Limassol, Cyprus - 27 June 2019.
TCS GROUP HOLDING PLC (the "Company"), which together with its consolidated
subsidiaries, including Tinkoff Bank, is Russia's leading provider of online
retail financial and lifestyle services via its Tinkoff.ru financial
ecosystem, announces its intention to proceed with the offering (the
"Offering") of approximately 18.3 million global depositary receipts
representing interests in its Class A shares (1 global depository receipt =
1 Class A Share) (the "Offering GDRs"). The Offering GDRs represent
approximately 10 per cent of the Company's issued share capital. The
Company's global depositary receipts are admitted to listing to the official
list of the United Kingdom Financial Conduct Authority and the London Stock
Exchange plc.
The Offering GDRs are being offered in the United States to QIBs in reliance
on Rule 144A, or another exemption from the registration requirements of the
Securities Act, and outside the United States in offshore transactions in
reliance on Regulation S.
Pursuant to the extraordinary general meeting of the Company's shareholders
held on 27 June 2019 (the "EGM") the pre-emption rights of the shareholders
under the Company's Articles of Association have been disapplied for the
purposes of the Offering. However, the Company has undertaken to use
reasonable endeavours to prefer in allocations existing shareholders of the
Company wishing to participate in the Offering pro rata to their respective
shareholdings.
The EGM was held at the registered office of the Company in Limassol, Cyprus
and had a quorum of 870,135,000 votes present, corresponding to 96.38535% in
number of the votes carried or conferred by the shares giving a right to be
present and vote at the meeting. The EGM duly passed all four resolutions,
namely: (1) variation of Special Rights of the shares (Majority Resolution);
(2) increase of share capital (Ordinary Resolution); (3) authority to the
Board of Directors to allot and issue shares (Special Resolution); and (4)
waiver of pre-emption rights (Majority Resolution). Over 68% of GDR votes
were cast, with those GDR votes in favour ranging between around 85% and
86%.
The Minutes of the 27 June 2019 EGM will be available for viewing at the
registered office of the Company and available on the National Storage
Mechanism of the UK Listing Authority, located at
www.morningstar.co.uk/uk/nsm [1].
Morgan Stanley & Co. International plc is acting as global coordinator in
connection with the Offering (the "GC"). Renaissance Securities (Cyprus)
Limited, Sberbank CIB (UK) Limited and UBS Europe SE are acting as joint
bookrunners (the "JBRs ").
The final number of Offering GDRs to be placed and the offering price will
be agreed by the Company, the GC and the JBRs at the close of the bookbuild
process, and the results of the Offering will be announced as soon as
practicable thereafter. The timings for the close of the bookbuild process
and pricing are at the absolute discretion of the Company, the GC and the
JBRs.
Any of the Company's shares and global depositary receipts held directly or
indirectly by Oleg Tinkov or by the Company will be subject to a lock-up
through 31 December 2019, subject to customary exceptions.
The Company intends to use the proceeds it receives from the Offering to
increase Tinkoff Bank's capital adequacy position, whether by subscribing
for new ordinary shares in the share capital of Tinkoff Bank through a
closed subscription and/or by any other means deemed appropriate by the
Company's management for such purpose.
Important Notice:
The information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be placed
by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. This announcement
has not been approved by any competent regulatory authority.
Members of the general public are not eligible to take part in the Offering.
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
Regulation EU 2017/1129) 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
Offering GDRs 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 offering 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 and any offer of securities to which it relates are only
being addressed to and are only directed at persons in Cyprus who are
"Professional Clients" as defined in the Investment Services and Activities
and Regulated Markets Law 2017 (the "Professional Clients"). Any investment
activity to which the announcement relate is only available to and will only
be engaged with Professional Clients. Any person who is not a Professional
Client should not act or rely on this announcement.
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 Offering GDRs in certain jurisdictions may be restricted by law. No
action has been taken by TCS Group Holding PLC (or any affiliates thereof)
or the GC or the JBRs or any of their affiliates that would, or which is
intended to, permit a public offer of the Offering GDRs in any jurisdiction
or possession or distribution of this announcement or any other offering or
publicity material relating to the Offering GDRs in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by TCS Group Holding PLC, the GC and the
JBRs 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 Offering GDRs sold by TCS Group Holding PLC requiring the
publication of the offering memorandum in any Relevant Member State. As a
consequence, the Offering GDRs 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 Offering GDRs have not been, and will not be, registered under the US
(MORE TO FOLLOW) Dow Jones Newswires
June 27, 2019 02:30 ET (06:30 GMT)
