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

TCS HoldingAnnouncement

21/09/2021 19:50

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

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

   21-Sep-2021 / 21:47 MSK
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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

    

   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. successfully closes U.S.$600 million loan participation
   notes issuance

   Limassol, Cyprus - 21 September 2021 - Tinkoff Bank announces that TCS
   Finance D.A.C. yesterday successfully closed and issued 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 have
   been 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
   have been rated 'B-' by Fitch and 'B3' by Moody's. The Notes were admitted
   to trading on the Global Exchange Market of the Irish Stock Exchange
   yesterday.

    

   TCS Finance D.A.C. has on-lent the proceeds from the issue of the Notes to
   Tinkoff Bank. Tinkoff Bank intends to use the proceeds for general
   corporate purposes. The issue meets the criteria of Regulation No. 646-P
   of the Central Bank of Russia (consistent with Basel III requirements) and
   will be used to strengthen the Bank's capital base.

    

   Sergey Pirogov, Head of Corporate Finance at Tinkoff Bank, said: "We are
   happy with the outcome of this transaction. A solid order book with nearly
   7х oversubscription coupled with a strong mix of investor interest
   spanning the world is a clear evidence of the strong risk appetite of
   global investors for unique quality growth stories like Tinkoff. Given its
   attractive pricing, this AT1 offering will help Tinkoff maintain an
   optimal capital mix while boosting our capital to fund mid-term growth
   opportunities ahead of us".

   The book building followed a series of debt investor meetings and enjoyed
   strong investor appetite and a wide geographic distribution, represented
   by UK (26%), continental Europe (23%), Russia (18%), the Americas (14%),
   Switzerland (12%), Asia & MENA (7%).

    

   The deal was launched on 8 September 2021, with the initial guidance for
   the annual coupon rate standing at 6.75%, and was nearly 7 times
   oversubscribed. The strong investor demand helped the Bank to
   substantially reduce the indicative coupon guidance over the course of
   book building. When the book was closed, the demand exceeded U.S.$ 4
   billion at its peak, and the final coupon rate was set at 6.0%.

    

   Citigroup Capital Markets and J.P. Morgan Securities acted as Joint Global
   Coordinators and Bookrunners; AO «ALFA-BANK» (acting jointly with Alfa
   Capital Markets Ltd), Alfa Capital Markets Ltd (acting jointly with AO
   «ALFA-BANK»), GPB-Financial Services Ltd, Renaissance Securities (Cyprus)
   Limited and Société Générale acted as Joint Lead Managers and Bookrunners;
   and BCP Securities acted as Co-Manager on the transaction.

    

   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@tinkoffgroup.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.

    

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

   ISIN:          US87238U2033
   Category Code: MSCH
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  122685
   EQS News ID:   1235078


    
   End of Announcement EQS News Service

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

    3 fncls.ssp?fn=show_t_gif&application_id=1235078&application_name=news&site_id=refinitiv

References

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


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