TCS Group Holding PLC (TCS)
TCS GROUP HOLDING PLC (THE 'COMPANY') ANNOUNCES COMPLETION OF THE OFFERING
OF 16,666,667 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A
SHARES OF THE COMPANY (THE 'OFFERING')
02-Jul-2019 / 19:43 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN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 COMPLETION OF THE OFFERING
OF 16,666,667 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A
SHARES OF THE COMPANY (THE "OFFERING")
Limassol, Cyprus - 2 July 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 that it has today sold 16,666,667 global depositary
receipts (the "GDRs") representing interests in Class A shares of the
Company at a price of USD 18.00 per GDR, raising aggregate gross proceeds of
USD 300,000,006. 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.
Following the completion of the Offering, Mr. Oleg Tinkov holds 40.4 per
cent of the Company's share capital and any of the Company's shares and
global depositary receipts held directly or indirectly by Mr. Tinkov or by
the Company are subject to a lock-up through 31 December 2019, subject to
customary exceptions.
Morgan Stanley & Co. International plc has act ed as global coordinator and
joint bookrunner in connection with the Offering (the "GC"). Renaissance
Securities (Cyprus) Limited, Sberbank CIB (UK) Limited and UBS Europe SE
have acted as joint bookrunners (together with the GC, the "JBRs").
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 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 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
a prospectus 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
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"). Investors are able to obtain a copy of the Offering Memorandum
from http://tcsgh.com.cy/. The Offering Memorandum has not and 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
(MORE TO FOLLOW) Dow Jones Newswires
July 02, 2019 12:44 ET (16:44 GMT)
