REG-TCS Group Holding PLC PROPOSED PLACING OF APPROXIMATELY 12 MILLION GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A S

TCS HoldingAnnouncement

20/11/2017 16:25

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   TCS Group Holding PLC (TCS)
   PROPOSED PLACING OF APPROXIMATELY 12 MILLION GLOBAL DEPOSITARY RECEIPTS
   REPRESENTING INTERESTS IN CLASS A SHARES OF TCS GROUP HOLDING PLC (THE
   'COMPANY') BY TADEK HOLDING & FINANCE S.A.

   20-Nov-2017 / 17:22 CET/CEST
   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   NOT FOR PUBLICATION,  DISTRIBUTION OR RELEASE  DIRECTLY OR INDIRECTLY,  IN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 Depository  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.

   PROPOSED PLACING OF  APPROXIMATELY 12 MILLION  GLOBAL DEPOSITARY  RECEIPTS
   REPRESENTING INTERESTS IN  CLASS A SHARES  OF TCS GROUP  HOLDING PLC  (THE
   "COMPANY") BY TADEK HOLDING & FINANCE S.A.

   20 November 2017

   Tadek Holding & Finance S.A. ("Tadek"), a company connected with  Mr. Oleg
   Tinkov (the  "Selling  Shareholder"),  announces  its  intention  to  sell
   approximately 12 million Global Depositary Receipts representing interests
   in Class A  Shares of  the Company  (the "Placing  Securities") (1  Global
   Depository Receipt = 1  Class A Share).  The Placing Securities  represent
   approximately 6.6 per cent of the Company's issued share capital.

   The Placing  Securities  are  being  offered  by  way  of  an  accelerated
   bookbuild (the "Placing"),  which will be  launched immediately  following
   this announcement. The offering is  being 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.

   Any of the  Company's shares and  Global Depositary Receipts  held by  the
   Selling Shareholder (through Tadek and other entities) which are not  sold
   in the Placing will be subject to a 180-day lock-up, subject to  customary
   exceptions. Assuming all of the  Placing Securities are sold, the  Selling
   Shareholder (through  Tadek  and other  entities)  will continue  to  hold
   approximately 48 per cent of the issued share capital of the Company.

   Morgan Stanley  &  Co.  International  plc  is  acting  as  bookrunner  in
   connection with the Placing (the "Bookrunner").

   The final number of Placing Securities to be placed and the placing  price
   will be agreed by the Bookrunner and  Tadek at the close of the  bookbuild
   process, and  the results  of the  Placing will  be announced  as soon  as
   practicable thereafter.  The  timings  for  the  close  of  the  bookbuild
   process, pricing and  allocations are  at the absolute  discretion of  the
   Bookrunner and Tadek.

   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 Tadek (or any affiliates thereof)  or
   the Bookrunner or any of its  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 Tadek 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 Tadek 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 Tadek  (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 Tadek in connection  with the placing and  will not be responsible  to
   anyone other  than Tadek  for  providing the  protections offered  to  its
   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: MSCU
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  4895


    
   End of Announcement EQS News Service

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   631127  20-Nov-2017 

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