REG-TCS Group Holding PLC Tinkoff Bank mandated banks to arrange Additional Tier 1 perpetual LPN offering

TCS HoldingAnnouncement

08/09/2021 09:55

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   TCS Group Holding PLC (TCS)
   Tinkoff Bank mandated banks to arrange Additional Tier 1 perpetual LPN
   offering

   08-Sep-2021 / 11:51 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

    

   Tinkoff Bank mandated banks to arrange Additional Tier 1 perpetual LPN
   offering

    

   Limassol, Cyprus - 08 September 2021. JSC Tinkoff Bank, Russia's leading
   provider of online financial and lifestyle services, rated BB (Stable) by
   Fitch and Ba3 (Positive) by Moody's, has mandated Citi and J.P. Morgan as
   Joint Global Coordinators and Bookrunners; Alfa-Bank, Gazprombank,
   Renaissance Capital and Societe Generale as Joint Lead Managers and
   Bookrunners; and BCP Securities as a Co-Manager to arrange a Global
   Investor Call at 2pm UKT / 9am NYT / 4pm MSC on 9 September 2021 and a
   series of fixed income investor calls also commencing on 9 September 2021.
   A Reg S/144A US$-denominated benchmark subordinated Basel III based
   Additional Tier 1 perpetual non-call 5.25-year Loan Participation Notes
   offering with expected ratings of B- by Fitch and B3 by Moody's will
   follow, subject to market conditions. FCA/ICMA stabilization applies.

    

   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 herein 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.

    

    

    

    
   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).

    

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   ISIN:          US87238U2033
   Category Code: MSCH
   TIDM:          TCS
   LEI Code:      2534000KL0PLD6KG7T76
   Sequence No.:  121740
   EQS News ID:   1231995


    
   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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