REG-TCS Group Holding PLC PLACING OF 8,333,334 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A SHARES OF TCS GROUP HOLDING PLC (THE 'COMPANY') BY ALTOVILLE HOLDINGS LIMITED
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TCS Group Holding PLC (TCS)
PLACING OF 8,333,334 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN
CLASS A SHARES OF TCS GROUP HOLDING PLC (THE 'COMPANY') BY ALTOVILLE
HOLDINGS LIMITED
14-March-2019 / 10:27 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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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
LAW
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
Information contained herein in respect of the Global Depositary Receipts
is not intended for any persons located within the territory of the
Russian Federation, who are not "qualified investors" within the meaning
of Article 51.2 of the Russian Federal Law "On the Securities Market" No.
39-FZ dated 22 April 1996, as amended, and must not be distributed or
circulated into the Russian Federation, or made available in the Russian
Federation, to any persons who are not qualified investors, unless and to
the extent they are otherwise permitted to access such information under
Russian law. Please see the important notice at the end of this
announcement.
PLACING OF 8,333,334 GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN
CLASS A SHARES OF TCS GROUP HOLDING PLC (THE "COMPANY") BY ALTOVILLE
HOLDINGS LIMITED
14 March 2019
Further to the announcement released on 13 March 2019 in relation to a
proposed placing of global depositary receipts representing interest in
Class A Shares of the Company (the "Placing"), ALTOVILLE HOLDINGS LIMITED
("Altoville"), a company connected with Mr. Oleg Tinkov (the "Selling
Shareholder"), announces the results of the Placing.
Accordingly pursuant to the Placing, Altoville has sold an aggregate of
8,333,334 Global Depositary Receipts representing interests in Class A
Shares of the Company (the "Placing Securities") at a price of USD 18.00
per Global Depositary Receipt, raising aggregate gross sale proceeds of
USD 150 million.
The offering was made to institutional investors outside the US in
accordance with Regulation S of the US Securities Act of 1933, as amended
(the "US Securities Act") and to qualified institutional buyers in the US
in accordance with Rule 144A of the US Securities Act.
Prior to the Placing the Selling Shareholder (through Altoville and other
entities) owned approximately 48.3 per cent of the Company's issued share
capital and following the completion of the Placing the Selling
Shareholder will own approximately 43.8 per cent of the Company's issued
share capital. Any of the Company's shares and Global Depositary Receipts
held by the Selling Shareholder (through Altoville and other entities)
which are not sold in the Placing will be subject to a 180-day lock-up,
subject to customary exceptions.
The proceeds of the Placing are payable in cash on usual settlement terms,
and closing of the Placing is expected to occur on 18 March 2019.
Morgan Stanley & Co. International plc acted as bookrunner in connection
with the Placing (the "Bookrunner").
The Company will not receive any proceeds from the Placing.
Important Notice:
Members of the general public are not eligible to take part in the
Placing. This announcement and any offer of securities to which it relates
are only addressed to and directed at (1) in any Member State of the
European Economic Area, persons who are "qualified investors" within the
meaning of article 2(1)(e) of EU Directive 2003/71/EC (as amended by
directive 2010/73/EU to the extent implemented in the relevant Member
State) and any relevant implementing measures (the "Prospectus
Directive"); and (2) in the United Kingdom, persons who (i) have
professional experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order"); (ii) fall within Article
49(2)(a) to (d) of the Order; or (iii) are persons to whom an offer of the
Placing Securities may otherwise lawfully be made (all such persons
referred to in (1) and (2) together being referred to as "relevant
persons"). The information regarding the placing set out in 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.
This announcement does not, and shall not, in any circumstances constitute
a public offering, nor an offer to sell or to subscribe for, nor a
solicitation to offer to purchase or to subscribe for securities in any
jurisdiction. The distribution of this announcement and the offering or
sale of the Placing Securities in certain jurisdictions may be restricted
by law. No action has been taken by Altoville (or any affiliates thereof)
or the Bookrunner or any of their respective affiliates that would, or
which is intended to, permit a public offer of the Placing Securities in
any jurisdiction or possession or distribution of this announcement or any
other offering or publicity material relating to the Placing Securities in
any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by Altoville and the
Bookrunner to inform themselves about and to observe any applicable
restrictions.
With respect to the member states of the European Economic Area which have
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the
public of the Placing Securities sold by Altoville requiring a publication
of a prospectus in any relevant member state. As a consequence, the
Placing Securities may only be offered or sold in any Relevant Member
State pursuant to an exemption under the Prospectus Directive.
This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer of, or the
solicitation of an offer to acquire or dispose of securities in the United
States, Canada, Australia or Japan or in any other jurisdiction in which
such an offer or solicitation is unlawful.
The Placing Securities have not been, and will not be, registered under
the US Securities Act, or under the applicable securities laws of any
state or other jurisdiction of the United States, Canada, Australia or
Japan. The Placing Securities may not be offered or sold in the United
States unless registered under the US Securities Act or offered in a
transaction exempt from, or not subject to, the registration requirements
of the US Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public offering
of the Placing Securities in the United States or elsewhere.
The Placing Securities have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or
other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the placing or
the accuracy or adequacy of this announcement. Any representation to the
contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in
connection with the placing. Any investment decision to buy securities in
the placing must be made solely on the basis of publicly available
information. Such information is not the responsibility of and has not
been independently verified by Altoville (or any affiliate thereof) or the
Bookrunner or any of its affiliates.
The information with respect to GDRs contained herein is not for release,
publication or distribution in whole or in part in or into the Russian
Federation subject to certain exceptions. These written materials are not,
and under no circumstances are to be construed as, a public offer or
advertising or an invitation to make offers to sell, purchase, exchange or
otherwise transfer or dispose of any securities, including securities of
foreign issuers, or other financial instruments in the Russian Federation
within the meaning of Russian securities laws or to or for the benefit of
any persons or entities resident, incorporated, established or having
their usual residence in the Russian Federation, or to or for the benefit
of any person located within the territory of the Russian Federation, who,
in respect of GDRs, is not a "qualified investor" within the meaning of
Article 51.2 of the Russian Federal Law "On the Securities Market" No.
39-FZ dated 22 April 1996, as amended, and must not be distributed or
circulated into the Russian Federation or made available in the Russian
Federation, to any persons who are not qualified investors, unless and to
the extent the recipients are otherwise permitted to access such
information under Russian law. The GDRs referred to herein have not been
registered in Russia or admitted to placement and/or public circulation in
the Russian Federation and the information contained herein is not to be
made publicly available in the Russian Federation or passed on to third
parties in the Russian Federation, unless otherwise permitted under
Russian law. The securities are not intended for "offering", "placement"
or "circulation" (each as defined in Russian securities laws) in the
Russian Federation, except as permitted by Russian law.
Morgan Stanley & Co. International plc is authorised by the Regulation
Authority ("PRA") and regulated in the United Kingdom by the PRA and
Financial Conduct Authority ("FCA"). The Bookrunner is acting exclusively
for Altoville in connection with the placing and will not be responsible
to anyone other than Altoville for providing the protections offered to
their respective client, nor for providing advice in relation to the
placing or any transaction, matter or arrangement referred to in this
announcement.
In connection with the offering of the Placing Securities, the Bookrunner
or any of its affiliates may take up a portion of the Placing Securities
as a principal position and in that capacity may retain, purchase or sell
for their own accounts such securities. In addition it may enter into
financing arrangements and swaps with investors in connection with which
they may from time to time acquire, hold or dispose of the Placing
Securities. It does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so.
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ISIN: US87238U2033
Category Code: MSCH
TIDM: TCS
LEI Code: 549300XQRN9MR54V1W18
Sequence No.: 7810
EQS News ID: 787433
End of Announcement EQS News Service
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