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TCS Group Holding PLC: TCS GROUP HOLDING PLC (THE 'COMPANY') ANNOUNCES PRICING FOR THE OFFERING OF APPROXIMATELY 16.7 MILLION GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A SHARES OF THE COMPANY (THE 'OFFERING')

TCS Group Holding PLC (TCS) 
TCS GROUP HOLDING PLC (THE 'COMPANY') ANNOUNCES PRICING FOR THE OFFERING OF 
APPROXIMATELY 16.7 MILLION GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS 
IN CLASS A SHARES OF THE COMPANY (THE 'OFFERING') 
 
27-Jun-2019 / 19:17 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     NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN 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 Depositary 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. 
 
 TCS GROUP HOLDING PLC (THE "COMPANY") ANNOUNCES PRICING FOR THE OFFERING OF 
APPROXIMATELY 16.7 MILLION GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS 
               IN CLASS A SHARES OF THE COMPANY (THE "OFFERING") 
 
               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 the successful pricing of its announced offering (the 
   "Offering") of approximately 16.7 million global depositary receipts (the 
   "GDRs") representing interests in its Class A shares (1 global depository 
               receipt = 1 Class A Share) (the "Offer Price"). 
 
  · The Offer Price has been set at USD18.00 per GDR. 
 
  · The Offering comprises approximately 16.7 million GDRs (the "Offering 
  GDRs"), or USD300 million. 
 
  · The closing and settlement are expected to be completed on 2 July 2019. 
 
  · Following the Offering, Mr. Oleg Tinkov will hold 40.4% per cent of the 
  Company's enlarged share capital. 
 
  · 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. 
 
  · The GDRS were 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. 
 
  · Morgan Stanley & Co. International plc has acted as global coordinator 
  in connection with the Offering (the "GC"). Renaissance Securities 
  (Cyprus) Limited, Sberbank CIB (UK) Limited and UBS Europe SE have acted 
  as joint bookrunners (the "JBRs"). 
 
  · 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. 
 
               Oliver Hughes, CEO of Tinkoff Bank, commented: 
 
"We would like to sincerely thank our investors, existing and new, for their 
   support in this capital raise. We had tremendous interest in this SPO and 
 the book was heavily oversubscribed with investors coming from a variety of 
   regions, including a strong demand from the US. This shows the confidence 
      that investors have in Tinkoff's ability to develop its business, grow 
  profitably and continue attracting millions of new customers. This capital 
   raise is all about quality growth while maintaining ample capital buffers 
and we look forward to updating the market as we build the business into the 
            future. If you have the right brand, business model, technology, 
        distribution and team, Russia is a truly excellent market to be in." 
 
               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 the Company (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 the Company, 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 the Company 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 
     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 

(MORE TO FOLLOW) Dow Jones Newswires

June 27, 2019 12:19 ET (16:19 GMT)

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