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 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH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
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