RCS - Roemer Capital - ROEMER CAPITAL INVITES CERTAIN HOLDERS TO…

Deutsche Boerse AGAnnouncement

06/11/2024 13:00

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RNS Number : 2035L  Roemer Capital (Europe) Limited  06 November 2024

 Issuer: Roemer Capital (Europe) Limited / Key word(s): Tender Offer

ROEMER CAPITAL INVITES CERTAIN HOLDERS TO TENDER TCS GROUP HOLDING PLC GDR
 (ISIN: US87238U2033, Bloomberg: TCS LI)

06.11.2024 / 10:15 CET/CEST

The issuer is solely responsible for the content of this announcement.

NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, BY, IN,
 INTO FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A
 VIOLATION OF LAW OR REGULATION

 6 November 2024

 ROEMER CAPITAL (EUROPE) LIMITED

 Announcement of Invitation to Voluntary Tender

 to the holders of Global Depositary Receipts representing interest in Class A
 Shares of TCS GROUP HOLDING PLC (Regulation S, ISIN: US87238U2033, Bloomberg:
 TCS LI) ("GDRs")

 THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 20 DECEMBER 2024 ("EXPIRATION
 TIME").

 Roemer Capital (Europe) Limited (the "Purchaser") is inviting certain holders
 of GDRs to tender for the sale of up to 4,762,000 units of GDRs for cash at
 a purchase price of USD 10.5 per 1 GDR (the "Purchase Price"), subject to
 the terms and conditions set out the Invitation to Voluntary Tender Memorandum
 (the "Memorandum") and template tender instructions (the "Tender Instruction")
 each available on the designated
 website  https://roemercapital.com/news/tcs/
 (https://roemercapital.com/news/tcs/)  (collectively, the "Tender
 Documents").

 The Purchaser is a private company limited by shares, incorporated and
 registered in the Republic of Cyprus with company number HE 333287, whose
 registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE,
 Floor 4, Office 4, 3032 Limassol, Cyprus. The Purchaser is authorised and
 regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996,
 1306 Nicosia, Cyprus, CIF Licence Number 305/16. The Purchaser is not
 affiliated with TCS Holding PLC or its management.

 TENDER DOCUMENTS

 Memorandum: Link
 (https://roemercapital.com/files/disclosures/Invitation%20to%20Voluntary%20Tender%20Memorandum%20TCS%20LI.pdf)

 Template Tender Instruction: Link
 (https://roemercapital.com/files/disclosures/Template%20Tender%20Instruction_TCS.docx)

 THE INFORMATION CONTAINED IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO
 ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR
 AUTHORISED REPRESENTATIVES AND AGENTS.

 FOR THE AVOIDANCE OF DOUBT, GDRs THAT ARE NOT AVAILABLE FOR SETTLEMENT WITHIN
 EUROCLEAR BANK SA/NV SETTLEMENT SYSTEM (INCLUDING, WITHOUT LIMITATION, ANY
 GDRs HELD THROUGH CLEARSTREAM BANKING S.A.) ARE NOT DEEMED ELIGIBLE GDRs FOR
 THE PURPOSE OF THIS MEMORANDUM.

 THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE
 DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED
 GDRs, NOT TO PURCHASE ANY ELIGIBLE GDRs OR TO EXTEND, RE-OPEN, WITHDRAW OR
 TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND
 CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN
 ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT
 INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING
 WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS,
 INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE
 PURCHASER.

 THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD
 OR SHOULD NOT TENDER ELIGIBLE GDRs PURSUANT TO THE TENDER DOCUMENTS. ALL
 ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

 THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED
 INTO IN ACCORDANCE TO THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY
 REASON.

 NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES
 AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE GDRs (AND TENDERS
 OF GDRs FOR PURCHASE PURSUANT TO THE INVITATION TO TENDER WILL NOT BE ACCEPTED
 FROM ELIGIBLE SELLERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
 SOLICITATION IS UNLAWFUL.

 FOR FURTHER INFORMATION

 Roemer Capital (Europe) Limited

Georgiou Karaiskaki, 17

LIMASSOL BUSINESS CENTRE, Floor 4, Office 4

3032 Limassol

Cyprus

 https://roemercapital.com/news/tcs/ (https://roemercapital.com/news/tcs/)

 tcs@roemercapital.com (mailto:tender2@roemercapital.com)

 Bloomberg EMSX ID: ROME

Dissemination of a Corporate News, transmitted by EQS News - a service of EQS
 Group AG.

The issuer is solely responsible for the content of this announcement.

The EQS Distribution Services include Regulatory Announcements,
 Financial/Corporate News and Press Releases.
 Archive at www.eqs-news.com

 Language:     English
 Company:      Roemer Capital (Europe) Limited
               Georgiou Karaiskaki 17 Limassol Business Centre
               3032 Limassol
               Cyprus
 Internet:     https://roemercapital.com/
 EQS News ID:  2023841

 

 End of News  EQS News Service

 

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