REG-TCS Group Holding PLC TCS Group Holding PLC: Total conversion of Class B shares and reclassification and redesignation of all issued shares as 'ordinary shares'

TCS HoldingAnnouncement

07/01/2021 07:25

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   TCS Group Holding PLC (TCS)
   TCS Group Holding PLC: Total conversion of Class B shares and
   reclassification and redesignation of all issued shares as 'ordinary
   shares'

   07-Jan-2021 / 10:22 MSK
   Dissemination of a Regulatory Announcement that contains inside
   information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
   EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF  ARTICLE
   7 OF REGULATION (EU) NO 596/2014

   FOR IMMEDIATE RELEASE

    

   TCS  Group  Holding  PLC:   Total  conversion  of   Class  B  shares   and
   reclassification and  redesignation  of  all issued  shares  as  'ordinary
   shares'

    

   Limassol, Cyprus -  7 January 2021.  TCS Group Holding  PLC (TCS LI)  (the
   "Group"), Russia's leading provider  of online retail financial  services,
   today announces  that it  has  received an  instruction to  implement  the
   conversion of all outstanding 69,914,043 Class B shares in the Group  held
   by The Rigi  Trust and the  Bernina Trust, British  Virgin Islands  trusts
   connected with Oleg Tinkov.  It is anticipated that  these Class B  shares
   shall be converted to Class A shares with effect from 7 January 2021.  The
   converted Class  B shares  rank pari  passu in  all respects  and for  all
   purposes with each pre existing Class A share.

    

   Following the conversion, each  share shall carry a  single vote, and  the
   total number of  votes capable of  being exercised shall  be equal to  the
   total number of issued shares (currently 199,305,492 shares following  the
   Class B  share conversion).  The  number of  GDRs  in issue  shall  remain
   unchanged at 129, 391,443.

    

   As a result of  the conversion, Oleg Tinkov's  voting rights in the  Group
   shall decrease from 84% to  35%.  All issued shares shall be  reclassified
   and  redesignated  as  'ordinary  shares'  and  regulation  6  (previously
   incorporating the special share rights) under the Articles of  Association
   of the Company shall  be deemed deleted with  effect from conversion.  The
   Company will file the updated  Articles of Association with the  Registrar
   of Companies in Cyprus as soon as practicable.

   Oleg Tinkov, Founder, commented:

   "The share conversion decision announced today by the Tinkov family trusts
   is a landmark in the history of the Group, reflecting the growing maturity
   of the Company and its continuing evolution as a public company. I believe
   that this is good for everyone!  Every  share now has equal weight on  all
   shareholder votes, and all shareholders'  interests are aligned even  more
   closely. The  Company  has  recently  introduced  a  number  of  corporate
   governance enhancements  and I  fully understand  and share  stakeholders'
   expectations that this  process will  go further.  The announcement  today
   therefore paves the way for  further, wider-ranging governance changes  in
   2021 and beyond.  The Tinkoff  Team is now  actively working  on the  next
   phases of our "corporate  governance roadmap" which  will be announced  in
   the coming months." 

    

   For enquiries:

   Tinkoff                        Tinkoff
   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

   About the 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 12 mn customers and forms the core of the Tinkoff ecosystem.

   Tinkoff Bank is the second largest player in the Russian credit card
   market, with a share of 13.5%. The 3Q 2020 IFRS net income of TCS Group
   Holding PLC amounted to RUB 12.6 bn. The ROE was 45%.

   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 2,500 representatives.

   In 2018, Global Finance named Tinkoff Bank the world's Best Consumer
   Digital Bank, and in 2020, 2019, 2018, 2016 and 2015, the Best Consumer
   Digital Bank in Russia. In 2017 and 2013, the Banker recognised Tinkoff
   Bank 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).

   Inside information

   The information contained within this announcement is deemed by TCS  Group
   Holding PLC  to  constitute inside  information  as stipulated  under  the
   Market Abuse Regulation  (EU) No.596/2014.  Upon the  publication of  this
   announcement via a Regulatory Information Service, this inside information
   is now considered to be in  the public domain. The person responsible  for
   making this announcement is Chris Owen, advisor to the Board of  Directors
   of TCS Group Holding PLC.

   Other notices

   This announcement is  not intended to,  and does not,  constitute or  form
   part of any offer, invitation or the solicitation of an offer to purchase,
   otherwise acquire,  subscribe  for,  sell or  otherwise  dispose  of,  any
   securities whether pursuant to this announcement or otherwise.

    

    

    

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   ISIN:          US87238U2033
   Category Code: CON
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  90978
   EQS News ID:   1158926


    
   End of Announcement EQS News Service

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