DJ 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
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN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
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June 27, 2019 02:30 ET (06:30 GMT)
Securities Act, or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia or Japan. The
Offering GDRs 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 Offering GDRs in
the United States or elsewhere.
The Offering GDRs 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 offering or the accuracy or
adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States.
Investors should not subscribe for or purchase any Offering GDR except on
the basis of information in the offering memorandum (the "Offering
Memorandum") to be published by TCS Group Holding PLC in due course.
Investors will be able to obtain a copy of the Offering Memorandum from
http://tcsgh.com.cy/. The Offering Memorandum will not be approved by the
United Kingdom Financial Conduct Authority as a prospectus prepared in
accordance with the prospectus rules made under section 73A of the Financial
Services and Markets Act 2000, or by any other regulatory authority.
The information with respect to the Offering 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
respect of the Offering GDRs, is not a "qualified investor" 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 the recipients are otherwise permitted to access
such information under Russian law. The Offering GDRs referred to herein
have not been registered in Russia or admitted to placement and/or public
circulation in the Russian Federation and the information contained herein
is not to be made publicly available in the Russian Federation or passed on
to third parties in the Russian Federation, unless otherwise permitted under
Russian law. The securities are not intended for "offering", "placement" or
"circulation" (each as defined in Russian securities laws) in the Russian
Federation, except as permitted by Russian law.
Distribution of this announcement shall not be deemed to be any form of
commitment on the part of TCS Group Holding PLC to proceed with the Offering
or any transaction or arrangement referred to therein. This announcement has
not been approved by any competent regulatory authority.
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or
other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements reflect TCS Group Holding PLC's current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Group's
business, results of operations, financial position, liquidity, prospects,
growth or strategies. Forward-looking statements speak only as of the date
they are made.
Each of the GC and the JBRs and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
forward looking statement contained in this announcement whether as a result
of new information, future developments or otherwise.
Morgan Stanley & Co. International plc and Sberbank CIB (UK) Limited are
authorised by the Prudential Regulation Authority ("PRA") and regulated in
the United Kingdom by the PRA and Financial Conduct Authority ("FCA").
Renaissance Securities (Cyprus) Limited is authorised and regulated by
Cyprus Securities and Exchange Commission. UBS Europe SE is authorised and
regulated by the Bundesanstalt Für Finanzdienstleistungsaufsicht (BaFin) and
the European Central Bank (ECB). The GC and the JBRs are acting exclusively
for TCS Group Holding PLC and no-one else in connection with the Offering
and 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.
In connection with the Offering, the GC, the JBRs and any of their
affiliates, may take up a portion of the Offering GDRs in the Offering as a
principal position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such Offering GDRs and other securities of TCS
Group Holding PLC or related investments in connection with the Offering or
otherwise. Accordingly, references in the Offering Memorandum, once
published, to the Offering GDRs being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, the GC, the JBRs
and any of their affiliates acting in such capacity. In addition, the GC,
the JBRs and any of their affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection
with which the GC, the JBRs and any of their affiliates may from time to
time acquire, hold or dispose of the Offering GDRs. The GC and the JBRs do
not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do
so.
None of the GC or the JBRs or any of their respective affiliates, or any of
their respective directors, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for the contents of this
announcement or for any statement made or purported to be made by it, or on
its behalf, in connection with TCS Group Holding PLC or the Offering. The GC
and the JBRs and their respective affiliates accordingly disclaim all and
any liability whether arising in tort, contract, or otherwise which they
might otherwise have in respect of such announcement or any such statement
and for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith. No representation or
warranty express or implied, is made by any of the GC and/or any of the JBRs
or any of their respective affiliates as to the truth, accuracy,
completeness, reasonableness, verification or sufficiency of the information
set out in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to TCS Group
Holding PLC, its subsidiaries or associated companies, whether written, oral
or in a visual or electronic form, and howsoever transmitted or made
available.
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)
media@tinkoff.ru
ir@tinkoff.ru [2]
PR@tcsgh.com.cy
IR@tcsgh.com.cy
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,
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