REG-TCS Group Holding PLC TCS Finance D.A.C. prices U.S.$600 million loan participation notes issuance

TCS HoldingAnnouncement

14/09/2021 08:35

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   TCS Group Holding PLC (TCS)
   TCS Finance D.A.C. prices U.S.$600 million loan participation notes
   issuance

   14-Sep-2021 / 10:30 MSK
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   NOT FOR RELEASE, PUBLICATION OR  DISTRIBUTION, DIRECTLY OR INDIRECTLY,  IN
   WHOLE OR IN  PART, IN  OR INTO  THE UNITED  STATES (OTHER  THAN TO  QIBS),
   CANADA, AUSTRALIA, RUSSIAN FEDERATION  OR, SUBJECT TO CERTAIN  EXCEPTIONS,
   JAPAN

    

   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

    

   TCS Finance  D.A.C.  prices  U.S.$600  million  loan  participation  notes
   issuance

    

   Limassol, Cyprus - 14 September  2021 -  Tinkoff Bank  announces that  TCS
   Finance D.A.C. has priced U.S.$600  million aggregate principal amount  of
   perpetual callable loan participation notes with initial coupon rate of 6%
   per annum (the  "Notes"). The Notes  will be issued  by, but with  limited
   recourse to,  TCS Finance  D.A.C.  for the  sole  purpose of  financing  a
   subordinated loan to Tinkoff Bank. The Notes are expected to be rated 'B-'
   by Fitch and 'B3' by Moody's.  The closing and settlement are expected  to
   be completed on 20 September 2021.

    

   For enquiries:                  
                                   
   Tinkoff
                                  Tinkoff
   Artem Lebedev
   PR Department                  Larisa Chernysheva
                                  IR Department
   + 7 495 648-10-00 (ext. 2202)
                                  + 7 495 648-10-00 (ext. 2312)
   Alexandr Leonov
                                  Andrey Pavlov-Rusinov
   + 7 495 648-10-00 (ext. 35738)
                                   2 ir@tinkoff.ru
    1 pr@tinkoff.ru
                                   

    

    
   About Tinkoff Group

    

   TCS Group Holding PLC is an  innovative provider of online retail and  SME
   financial services. It includes Tinkoff  Bank, its mobile virtual  network
   operator Tinkoff Mobile, Tinkoff  Insurance, its asset management  company
   Tinkoff Capital, Tinkoff  Software DC,  a network of  development hubs  in
   major Russian  cities,  and  Tinkoff Education.  The  Group  is  currently
   developing  Tinkoff  ecosystem,  which  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, a fully online bank that  serves
   over 16 mn customers and forms the core of the Tinkoff ecosystem.  Tinkoff
   is the 3rd largest retail bank in Russia in terms of active client-base.

    

   Tinkoff Bank  is the  second largest  player in  the Russian  credit  card
   market, with a  share of 14.3%.  The 2Q'21  IFRS net profit  of TCS  Group
   Holding PLC amounted to RUB 16.1 bn. The ROE was 46.1%.

    

   With no branches, the Group serves  all its customers remotely via  online
   channels and a  cloud-based call  centre. The  centre is  staffed by  over
   10,000 employees, making it one of the largest in Europe. To ensure smooth
   delivery of the Group's  products, the Group has  a nationwide network  of
   over 10,000 representatives.

    

   Global Finance named Tinkoff Bank  the world's Best Consumer Digital  Bank
   in 2020 and 2018, and  the Best Consumer Digital  Bank in Russia in  2020,
   2019, 2018, 2016 and 2015. Tinkoff was also named the Best European Retail
   Bank of the  Year by  Retail Banker International  in 2020.  In 2021,  the
   Banker recognised  Tinkoff  Bank  as Russia's  Best-Performing  Bank.  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).

    

    

   Important Notice:

    

   EEA MiFID II / UK MiFIR professionals/ECPs-only /No EEA or UK PRIIPS KID

    

   Manufacturer target market (EEA MIFID II / UK MiFIR product governance) is
   eligible counterparties and  professional clients  only (all  distribution
   channels). No EEA  or UK PRIIPs  key information document  (KID) has  been
   prepared as not  available to  retail in  EEA or  UK. No  sales to  retail
   clients in EEA, as defined under MiFID  II, and in the United Kingdom.  No
   sales to retail clients (as defined in COBS 3.4) in the UK.

    

   This announcement does not constitute, or form part of, an offer to  sell,
   or a solicitation of  an offer to purchase,  any securities in the  United
   States. Such  securities  have  not  been  registered,  and  will  not  be
   registered, under the U.S. Securities Act of 1933 (the "Securities  Act"),
   or under the  securities laws of  any state or  other jurisdiction of  the
   United  States,  and  cannot  be  offered,  sold,  pledged  or   otherwise
   transferred, directly or  indirectly, within  or into  the United  States,
   except pursuant to an exemption from, or in a transaction not subject  to,
   the  registration  requirements  of  the  Securities  Act.  Neither   this
   announcement nor any copy hereof may be sent, taken or distributed in  the
   United States or to any U.S. Person (as such term is defined in Regulation
   S  under  the  Securities  Act)  except  to  persons  that  are  qualified
   institutional buyers (as defined  in Rule 144A  under the Securities  Act)
   ("QIBs"). There will be no public  offering of the securities referred  to
   herein in the United States.

    

   The information contained herein shall not constitute an offer to sell  or
   the solicitation of an offer  to buy, nor shall there  be any sale of  the
   securities referred to  herein in  any jurisdiction in  which such  offer,
   solicitation or sale  would be unlawful  prior to registration,  exemption
   from registration or qualification under  the securities laws of any  such
   jurisdiction. The offering and the distribution of this communication  and
   other information referred to herein may be restricted by law and  persons
   into whose possession this communication  or such other information  comes
   should inform  themselves  about and  observe  any such  restriction.  Any
   failure to comply with  these restrictions may  constitute a violation  of
   the securities laws of any such jurisdiction.

    

   This announcement is  directed only  at persons  who (i)  are outside  the
   United Kingdom or (ii) 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 (the "Order") or  (iii)
   are persons  falling  within Article  49(2)(a)  to (d)  ("high  net  worth
   companies, unincorporated associations etc") of the Order or (iv) to  whom
   this announcement  may  otherwise  be directed  without  contravention  of
   Section 21  of the  Financial  Services and  Markets  Act 2000  (all  such
   persons  together  being   referred  to  as   "relevant  persons").   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.

    

   In member  states of  the  European Economic  Area, this  announcement  is
   directed only at persons who are "qualified investors" within the  meaning
   of Prospectus  Regulation  (Regulation (EU)  2017/1129)  (the  "Prospectus
   Regulation ") ("Qualified Investors").

    

   This announcement or information contained therein is not an offer, or  an
   invitation to  make  offers,  to  sell,  exchange  or  otherwise  transfer
   securities in the Russian Federation to or for the benefit of any  Russian
   person or entity and does not  constitute an advertisement or offering  of
   securities in  the  Russian  Federation  within  the  meaning  of  Russian
   securities  laws.  Information  contained  in  this  announcement  is  not
   intended for any persons in the Russian Federation who are not  "qualified
   investors" within the meaning of Article 51.2 of the Federal Law No. 39-FZ
   "On the Securities Market" dated 22  April 1996, as amended (the  "Russian
   QIs") and  must not  be  distributed or  circulated  into Russia  or  made
   available in Russia to any persons who are not Russian QIs, unless and  to
   the extent they are otherwise  permitted to access such information  under
   Russian law. The securities mentioned herein have not been and will not be
   registered in Russia and are not intended for "placement" or "circulation"
   in Russia (each as defined in  Russian securities laws) unless and to  the
   extent otherwise  permitted under  Russian law.  Information contained  in
   this announcement may not correspond to  the risk profile of a  particular
   investor, does  not  take  into account  one's  personal  preferences  and
   expectations  on  risk  and/or   profitability  and  therefore  does   not
   constitute an  individual investment  recommendation for  the purposes  of
   Russian law.

    

   Singapore SFA  Product  Classification:  The Issuer  has  determined,  and
   hereby notifies all relevant persons (as defined in Section 309A(1) of the
   SFA), that  the  securities referred  to  herein are  'prescribed  capital
   markets products' (as defined  in the CMP  Regulations 2018) and  Excluded
   Investment Products (as defined  in MAS Notice SFA  04-N12: Notice on  the
   Sale  of  Investment   Products  and   MAS  Notice   FAA-N16:  Notice   on
   Recommendations on Investment Products).

    

   A rating is not a recommendation to  buy, sell or hold securities and  may
   be subject  to revision,  suspension  or withdrawal  at  any time  by  the
   assigning rating  organization. Similar  ratings  for different  types  of
   issuers and on different types of  notes do not necessarily mean the  same
   thing. The significance  of each rating  should be analysed  independently
   from any other rating.

    

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   ISIN:          US87238U2033
   Category Code: MSCH
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  122090
   EQS News ID:   1233132


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:pr@tinkoff.ru
   2. mailto:ir@tcsbank.ru


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