DJ 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')
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN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)
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.
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 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 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 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 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 JBRs and any of their
affiliates acting in such capacity. In addition, 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 JBRs
and any of their affiliates may from time to time acquire, hold or dispose
of the Offering GDRs. 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 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 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 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 [1]
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,
with a share of 12.4% as of 1 April 2019. The 1Q'19 IFRS net income of TCS
Group Holding PLC amounted to RUB 7.2 bn, ROE stood at 64.4%.
With no branches, the Group serves all its customers remotely via online
channels and a cloud-based call centre staffed by over 10,000 employees,
which makes it one of the largest in Europe. To ensure smooth delivery of
the Group's products, the Group has a nationwide network of over 2,500
representatives.
In 2018 Global Finance named Tinkoff Bank the world's Best Consumer Digital
Bank, in 2018, 2016 and 2015, the Best Consumer Digital Bank in Russia, and
in 2017 and 2013 The Banker recognised it as the Bank of the Year in Russia.
The bank's mobile app has been consistently praised by local and global
independent experts as the best of its kind (in 2013, 2014, 2015, 2016 by
Deloitte and in 2018 by Global Finance).
ISIN: US87238U2033
Category Code: IOE
TIDM: TCS
LEI Code: 549300XQRN9MR54V1W18
Sequence No.: 12122
EQS News ID: 835121
End of Announcement EQS News Service
1: mailto:ir@tcsbank.ru
(END) Dow Jones Newswires
July 02, 2019 12:44 ET (16:44 GMT)
