REG-TCS Group Holding PLC PLACING OF 10,655,737 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A SHARES OF TCS GROUP HOLDING PLC (THE 'COMPANY') BY THE RIGI TRUST

TCS HoldingAnnouncement

11/12/2020 06:35

============

   TCS Group Holding PLC (TCS)
   PLACING OF 10,655,737 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN
   CLASS A SHARES OF TCS GROUP HOLDING PLC (THE 'COMPANY') BY THE RIGI TRUST

   11-Dec-2020 / 09:32 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   NOT FOR PUBLICATION,  DISTRIBUTION OR RELEASE  DIRECTLY OR INDIRECTLY,  IN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.

   PLACING OF 10,655,737 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN
   CLASS A SHARES OF TCS GROUP HOLDING PLC (THE "COMPANY") BY THE RIGI TRUST

   11 December 2020

   TCS  Group  Holding  PLC,  Russia's  leading  provider  of  online  retail
   financial and lifestyle services  via its Tinkoff.ru financial  ecosystem,
   announces that it  has been advised  by The Rigi  Trust ("Rigi Trust"),  a
   British Virgin Islands trust connected with Mr. Oleg Tinkov and the Tinkov
   family (the "Selling  Shareholder"), that  it has  sold 10,655,737  Global
   Depositary Receipts  representing  interests  in Class  A  Shares  of  the
   Company ("GDRs"), representing  approximately 5.3 per  cent of the  issued
   share capital of the Company.

   The GDRs were placed at a price  of USD 30.50 per GDR, via an  accelerated
   bookbuild secondary placing (the "Placing").

   Following  the  Placing,   the  Selling  Shareholder   continues  to   own
   approximately 35.1 per cent  of the issued share  capital of the  Company,
   whilst free float represents 58.4 per cent.

   Under the  terms of  the Placing,  the Selling  Shareholder (through  Rigi
   Trust and other entities) has agreed  not to dispose of further shares  or
   GDRs representing interests in Class A Shares of the Company for a  period
   of 180 days.

   The Company will not receive any proceeds from the Placing.

   The information contained within this announcement is deemed to constitute
   inside information as stipulated under  the Market Abuse Regulations  (EU)
   No. 596/2014.

    

   For enquiries:

   Tinkoff Bank                   Tinkoff Bank
   Artem Lebedev                  Larisa Chernysheva
   PR Department                  IR Department
   + 7 495 648-10-00 (ext. 2202)  + 7 495 648-10-00 (ext. 2312)
   Alexandr Leonov                Neri Tollardo
   + 7 495 648-10-00 (ext. 35738) +44 7741 078383
   pr@tinkoff.ru                  ir@tinkoff.ru

    

   Important Notice:

   Members of  the  general public  are  not eligible  to  take part  in  the
   Placing. 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  Regulation  (EU)  2017/1129  (as  amended)  (the  "Prospectus
   Regulation"); and (2) in the  United Kingdom, Qualified Investors (i)  who
   have professional experience  in matters relating  to investments  falling
   within Article  19(5)  of the  Financial  Services and  Markets  Act  2000
   (Financial Promotion) Order 2005, as  amended (the "Order") and  Qualified
   Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to
   whom an  offer  of  the  Company's GDRs  (the  "Placing  Securities")  may
   otherwise lawfully be made (all such persons together being referred to as
   "Relevant Persons"). The information regarding the Placing set out in this
   announcement must not be acted on or relied on (i) in the United  Kingdom,
   by persons who are not Relevant  Persons, and (ii) in any Relevant  State,
   by persons who are not  Qualified Investors. Any investment or  investment
   activity to which this  document relates is available  only to (i) in  the
   United  Kingdom,  Relevant  Persons,  and  (ii)  in  any  Relevant  State,
   Qualified Investors, and will be engaged in only with such persons.

   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 Placing Securities in certain jurisdictions may be  restricted
   by law. No action has been taken by Rigi Trust (or any affiliates thereof)
   or the  Bookrunner  or any  of  its affiliates  that  would, or  which  is
   intended to,  permit a  public  offer of  the  Placing Securities  in  any
   jurisdiction or possession  or distribution  of this  announcement or  any
   other offering or publicity material relating to the Placing Securities in
   any jurisdiction where action for  that purpose is required. Persons  into
   whose possession this announcement  comes are required  by Rigi Trust  and
   the Bookrunner to inform  themselves about and  to observe any  applicable
   restrictions.

   No action has been undertaken  or will be undertaken  to make an offer  to
   the public  of the  Placing  Securities sold  by  Rigi Trust  requiring  a
   publication of a prospectus in any  Member State of the European  Economic
   Area. As a consequence, the Placing Securities may only be offered or sold
   in any Member State of the European Economic Area pursuant to an exemption
   under the Prospectus Regulation.

   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 Placing Securities have  not been, and will  not be, registered  under
   the Securities Act, or under the  applicable securities laws of any  state
   or other jurisdiction of  the United States,  Canada, Australia or  Japan.
   The Placing Securities  may not be  offered or sold  in the United  States
   unless registered under  the Securities  Act or offered  in a  transaction
   exempt from,  or not  subject  to, the  registration requirements  of  the
   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
   Placing Securities in the United States or elsewhere.

   The Placing Securities have not been  approved or disapproved by the  U.S.
   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 placing or
   the accuracy or adequacy of  this announcement. Any representation to  the
   contrary is a criminal offence in the United States.

   No prospectus  or  offering document  has  been  or will  be  prepared  in
   connection with the Placing. Any investment decision to buy securities  in
   the Placing  must  be made  solely  on  the basis  of  publicly  available
   information. Such information  is not  the responsibility of  and has  not
   been independently verified by the  Selling Shareholder (or any  affiliate
   thereof) or the Bookrunner or any of its affiliates.

    

   The information with respect to 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 person located within the territory of the Russian Federation, who,
   in respect of 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 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.

    

   Renaissance Securities (Cyprus) Limited is authorised and regulated by the
   Cyprus Securities and  Exchange Commission for  the conduct of  designated
   investment business in the Republic of Cyprus and other jurisdictions. The
   Bookrunner is acting  exclusively for  Rigi Trust in  connection with  the
   placing and will not  be responsible to anyone  other than Rigi Trust  for
   providing the protections offered to its client, nor for providing  advice
   in relation  to the  placing  or any  transaction, matter  or  arrangement
   referred to in this announcement.

    

   In connection with the offering of the Placing Securities, the  Bookrunner
   or any of its affiliates may take  up a portion of the Placing  Securities
   as a principal position and in that capacity may retain, purchase or  sell
   for their own  accounts such  securities. In  addition it  may enter  into
   financing arrangements and swaps with  investors in connection with  which
   they may  from  time to  time  acquire, hold  or  dispose of  the  Placing
   Securities. It  does  not  intend  to disclose  the  extent  of  any  such
   investment or transactions otherwise than in accordance with any legal  or
   regulatory obligation to do so.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          US87238U2033
   Category Code: POS
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  89498
   EQS News ID:   1154517


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

    1 fncls.ssp?fn=show_t_gif&application_id=1154517&application_name=news&site_id=reuters8

References

   Visible links


============