REG-TCS Group Holding PLC Tinkoff Bank Tender Offer Announcement <Origin Href="QuoteRef">TCSq.L</Origin>

TCS HoldingAnnouncement

31/05/2017 09:30

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TCS Group Holding PLC / Tender Offer
Tinkoff Bank Tender Offer Announcement

31-May-2017 / 10:25 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EquityStory.RS, LLC -
a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S.
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA  (THE
"UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

31 May 2017

Tinkoff Bank (previously known as TCS Bank) (the "Offeror") has today launched
an invitation to holders of the outstanding notes detailed in the table below
(the "Notes"), issued by, but with limited recourse to, TCS Finance D.A.C (at
the time of the issue of the Notes known as TCS Finance Limited) (the "Issuer")
for the purpose of financing a loan to the Offeror, to tender their Notes for
purchase by the Offeror for cash (the "Offer") at the purchase price set out in
the table below.

The Offeror proposes to purchase any and all of the Notes that are validly
tendered in the Offer and accepted for purchase by the Offeror, although the
Offeror reserves the right, in its sole discretion, to extend, re-open, withdraw
or terminate the Offer and to amend or waive any of the terms and conditions of
the Offer, including any amendment to any of the Purchase Price, Expiration
Deadline or Settlement Date, at any time after the announcement of the Offer but
before any acceptance by the Offeror of the Notes tendered in the Offer. The
Offeror will also pay an amount equal to accrued and unpaid interest in respect
of all Notes validly tendered and accepted for purchase by the Offeror pursuant
to the Offer, from (and including) the interest payment date for the Notes
immediately preceding the Settlement Date to (but excluding) the Settlement Date
(such payment, "Accrued Interest Payment").

Description of   ISIN/Common  Outstanding      Minimum      Purchase     Amount
the Notes        Code         principal        Denomination Price        Subject
                              amount^1                                   to the
                                                                         Offer
U.S.$200,000,000 ISIN:        U.S.$200,000,000 U.S.$200,000 U.S.$1,107.5 Any and
14.00 per cent.  XS0808636913                  and integral per          all
Loan                                           multiples of U.S.$1,000
Participation    Common Code:                  U.S.$1,000   in principal
Notes due 2018   080863691                     thereafter   amount of
                                                            the Notes

 

^1 As at the date of the Tender Offer Memorandum, the Offeror and/or its
subsidiaries held Notes in the principal amount of U.S.$41,415,000 of
U.S.$200,000,000 outstanding principal amount.

Capitalised terms used in this announcement but not otherwise defined have the
meanings given to them in the tender offer memorandum dated 31 May 2017 (the
"Tender Offer Memorandum").

The Offer to purchase the outstanding Notes are subject to the terms and
conditions contained in the Tender Offer Memorandum and the Offer and
Distribution Restrictions contained herein. The Offeror is not under any
obligation to accept for purchase any Notes tendered pursuant to the Offer.
Tenders of Notes may be rejected in the sole and absolute discretion of the
Offeror for any reason and the Offeror is not under any obligation to
Noteholders to furnish any reason or justification for refusing to accept for
purchase a tender of Notes.

Allocation in the New Notes

The Offeror will, in connection with allocations of new loan participation notes
expected to be issued by, but with limited recourse to, the Issuer for the
purpose of financing a loan to the Offeror on or prior to the Settlement Date
(the "New Notes"), consider among other factors whether or not the relevant
investor seeking an allocation of the New Notes has validly tendered or
indicated a firm intention to tender the Notes pursuant to the Offer, and if so
the aggregate principal amount of the Notes tendered or intended to be tendered
by such investor. When considering allocations of the New Notes, the Offeror
intends to look favourably upon those investors who have, prior to the
allocation of the New Notes tendered the Notes. However, the Offeror is not
obliged to allocate the New Notes to an investor which has validly tendered the
Notes pursuant to the Offer.

Introduction to and Rationale for the Offer

On the terms and subject to the conditions contained in the Tender Offer
Memorandum, the Offeror invites Noteholders (subject to the Offer and
Distribution Restrictions contained herein) to tender their Notes for repurchase
by the Offeror at the Purchase Price together with Accrued Interest.

The purpose of the Offer is to enable the Offeror to acquire a principal amount
of the Notes that will enable it to manage its maturity profile and its
liquidity position. The Notes purchased pursuant to the Offer will initially be
held by the Offeror for its own account, but may be subsequently cancelled in
order to enable the Offeror to prepay an outstanding loan from the Issuer in an
amount corresponding to the aggregate principal amount of Notes so purchased and
cancelled. The Offer will be funded by the available cash and cash equivalents
of the Offeror.

Purchase Price and Acceptance Amount

The Offeror will pay for the Notes validly tendered and accepted by it for
purchase pursuant to the relevant Offer a cash purchase price of U.S.$1,107.5
per U.S.$1,000 of principal amount of the Notes (the "Purchase Price").

The Offeror intends to purchase any and all Notes validly offered for sale,
subject to the right of the Offeror to accept or reject valid tenders in its
sole and absolute discretion.

There is no maximum acceptance amount in respect of the Notes and relevant
tenders will not be subject to pro-ration.

Timetable for the Offer

The expected timetable of events will be as follows:

Date                Action
31 May 2017         Commencement of the Offer

                    Offer announced by way of announcements on the relevant
                    Notifying News Service(s), through the Clearing Systems and
                    via the website of the Irish Stock Exchange plc. The Tender
                    Offer Memorandum is available from the Offer Website.
8 June 2017 at      Expiration Deadline

16:00, London time  Deadline for receipt by the Information and Tender Agent of
                    all valid Tender Instructions in order for Noteholders to be
                    eligible to participate in the Offer and, upon acceptance by
                    the Offeror of their Tender Instructions, to receive the
                    Purchase Price and Accrued Interest Payment on the
                    Settlement Date.
On or about 9 June  Announcement of Acceptance and Results
2017
                    As soon as reasonably practicable after the Expiration
                    Deadline, the announcement by the Offeror of the results of
                    the Offer, including the aggregate principal amount of the
                    Notes accepted for purchase and the aggregate principal
                    amount of the Notes that will remain outstanding following
                    completion of the Offer.
On or about 13 June Settlement Date
2017
                    Expected Settlement Date for Notes validly tendered and
                    accepted for purchase by the Offeror.

 

General

The complete terms and conditions of the Offer are set forth in the Tender Offer
Memorandum, which will be sent to eligible Noteholders at their request.
Noteholders are urged to read the Tender Offer Memorandum carefully.

The Offeror have retained J.P. Morgan Securities plc and UBS Limited to act as
Dealer Managers for the Offer.

Operational Procedure Description

In order to participate in, and (in the event of, and upon, acceptance of their
Tender Instructions by the Offeror) to be eligible to receive the Purchase Price
pursuant to, the Offer, Noteholders must validly tender their Notes by
delivering, or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Information and Tender Agent, and not
validly withdrawn, by the Expiration Deadline, as such deadline may be extended
or modified by the Offeror in its sole discretion. Tender Instructions must be
submitted electronically in accordance with the procedures of the relevant
Clearing System, and shall be irrevocable, except in the limited circumstances
revocation is permitted according to the terms and conditions, contained in the
section of the Tender Offer Memorandum entitled "Extension Amendment,
Termination and Waiver - Revocation Rights".

All documentation relating to the Offer, together with any updates, will be
available for eligible persons from the Information and Tender Agent on the
Offer Website: https://sites.dfkingltd.com/tinkoff.

If you need further information about the Offer, please contact any of the
Dealer Managers or the Information and Tender Agent.

Contact Details:

THE OFFEROR

Tinkoff Bank (previously known as TCS Bank)
Perviy Volokolamskiy proezd
10 building 1
Moscow, 123060
Russian Federation

THE DEALER MANAGERS

J. P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Telephone: +44 20 7134 2468
Attention: Liability Management
Email:  1 em_europe_lm@jpmorgan.com
UBS Limited
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +44 20 7568 2133
Attention: Liability Management Group
Email:  2 ol-liabilitymanagement-eu@ubs.com

THE INFORMATION AND TENDER AGENT

D.F. King Ltd.
Website:  3 https://sites.dfkingltd.com/tinkoff
E-mail:  4 tinkoff@dfkingltd.com

In London:
125 Wood Street
London, EC2V 7AN
United Kingdom
Telephone: +44 20 7920 9700

In Hong Kong:
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Hong Kong
Telephone: +852 3953 7230

OFFER AND DISTRIBUTION RESTRICTIONS

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum by the
Offeror and any other documents or materials relating to the Offer are not being
made, and such documents and/or materials have not been approved, by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are
not being communicated or distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions under section
21 of the FSMA on the basis that it is only directed at, made to or otherwise
communicated to (1) those persons who are existing members or creditors of the
Offeror or other persons within Article 43 of Financial Promotion Order, (2)
those holders being investment professionals falling within Article 19(5) of the
Financial Promotion Order, (3) those holders that fall within Article 49(2)(a)
to (d) of the Financial Promotion Order and (4) to any other persons to whom
these documents and/or materials may lawfully be communicated (all such persons
together being referred to as "relevant persons"). The Offer is only available
to, and any invitation, offer or agreement to purchase or otherwise acquire the
Notes will be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this announcement, the Tender Offer
Memorandum or any contents thereof.

United States

The Offer is not being made and will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national securities
exchange of, the United States or to any U.S. person (as defined in Regulation S
under the United States Securities Act of 1933, as amended) (each a "U.S.
Person"). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of this Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to a U.S. Person and the Notes cannot be
tendered in the Offer by any such use, means, instrumentality or facility or
from or within or by persons located or resident in the United States or by any
U.S. Person. Any purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and any
purported tender of Notes in the Offer made by a person located in the United
States, a U.S. Person, by any person acting for the account or benefit of a U.S.
Person, or by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.

Each Noteholder participating in the Offer will represent that either (i) it is
not a U.S. Person, is not located in the United States and is not participating
in the Offer from the United States or (ii) it is not located in the United
States and is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to participate in the
Offer from the United States and who is not a U.S. Person. For the purposes of
this and the above paragraph, "United States" means the United States of
America, its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands),
any state of the United States of America and the District of Columbia.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offer have been submitted to or will be submitted
for approval or recognition to the Financial Services and Markets Authority
(Autorité des services et marches financiers/Autoriteit financiële diesten en
markten) and, accordingly, the Offer may not be made in Belgium by way of a
public offering, as defined in Articles 3, §1, 1 and 6 of the Belgium Law of 1
April 2007 on public takeover bids (the "Public Takeover Law"), as amended or
replaced from time to time. Accordingly, the Offer may not be advertised and the
Offer will not be extended, and neither this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the Offer (including
any memorandum, information circular, brochure or any similar documents) have
been or shall be distributed or made available, directly or indirectly, to any
individual or legal entity in Belgium other than:

(i) qualified investors, as defined in Article 10 of the Belgian Law of 16 June
2006 on the public offer of placement instruments and the admission to trading
of placement instruments on regulated markets (the "Belgian Public Offer Law");

in relation to Notes with a denomination of at least EUR100,000;

and in any other circumstances set out Article 6, §§3-4 of the Public Takeover
Law. Insofar as Belgium is concerned, this announcement and the Tender Offer
Memorandum have been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offer. Accordingly, the
information contained herein and in the Tender Offer Memorandum may not be used
for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement, the Tender Offer
Memorandum nor any other document or material relating to the Offer has been or
shall be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, all as defined in, and
in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the Offer. This
announcement, the Tender Offer Memorandum have not been and will not be
submitted for clearance to the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy ("Italy") as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended(the "Issuer's Regulation"). Noteholders or beneficial owners of the
Notes may tender their Notes in the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority. Accordingly, the Offer may not be advertised and
will not be addressed, and neither this announcement, nor the Tender Offer
Memorandum nor any other documents or materials relating to the Offer (including
any memorandum, information circular, brochure or any similar documents) have
been or shall be distributed or made available, directly or indirectly, to any
person in Italy other than to "qualified investors" (investitori qualificati),
as defined pursuant to Article 100 of the Financial Services Act and Article
34-ter, paragraph 1, letter b) of the Issuer's Regulation.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the Notes
or the Offer.

Russia

Neither this announcement, the Tender Offer Memorandum nor information contained
therein nor any other document or materials relating to the Offer are an offer,
or an invitation to make offers, to sell, exchange or otherwise transfer
securities in the Russian Federation or 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, the Tender Offer Memorandum or
any other document or materials relating to the Offer is not intended for any
person in the Russian Federation who is not a "qualified investor" (a "Russian
QI") 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 Securities
Market Law") and must not be distributed or circulated into Russia or made
available in Russia to any person who is not a Russian QI, unless and to the
extent they are otherwise permitted to access such information under Russian
law.

General

This announcement, the Tender Offer Memorandum and any related documents do not
constitute an offer to buy or the solicitation of an offer to sell Notes in any
circumstances in which such offer or solicitation is unlawful. If a jurisdiction
requires the Offer to be made by a licensed broker or dealer, and any of the
Dealer Managers or any of their respective affiliates is such a licensed broker
or dealer in such jurisdictions, the Offer shall be deemed to be made by such
Dealer Manager or such affiliate (as the case may be) on behalf of the Offeror
in such jurisdiction.

In addition to the representations referred to above in respect of the United
States, Belgium, France, Italy, the United Kingdom and the Russian Federation,
each Noteholder participating in the Offer will also be deemed to give certain
representations in respect of the other jurisdictions referred to above and
generally as set out in "Procedures for Tendering Notes" in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offer from a
Noteholder that is unable to make these representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Information and Tender Agent
reserves the right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Offer, whether any such
representation given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason) that such
representation is not correct, such tender of Notes shall not be accepted.

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The EquityStory.RS, LLC Distribution Services include Regulatory Announcements,
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Archive at www.dgap.de/ukreg

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   Language:      English
   Company:       TCS Group Holding PLC
                  2nd Floor, Sotiri Tofini 4, Agios Athanasios
                  4102 Limassol
                  Cyprus
   Phone:         +7 495 648-10-00
   Fax:           +7 495 645-59-09
   E-mail:        media@tinkoff.ru
   Internet:      https://www.tinkoff.ru
   ISIN:          US87238U2033
   Listed:        Foreign Exchange(s) London, Moscow
   Category Code: TEN
   TIDM:          TCS
   LEI Code:      2534000KL0PLD6KG7T76
   Sequence No.:  4248


    
   End of Announcement EquityStory.RS, LLC News Service


   578987  31-May-2017 

    5 fncls.ssp?fn=show_t_gif&application_id=578987&application_name=news&site_id=reuters6

References

   Visible links
   1. mailto:em_europe_lm@jpmorgan.com
   2. mailto:ol-liabilitymanagement-eu@ubs.com
   3. http://public-cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=9ac0a47c9f66d1bd1ead0ba65a09a719&application_id=578987&site_id=reuters6&application_name=news
   4. mailto:tinkoff@dfkingltd.com


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