REG-TCS Group Holding PLC TCS Group Holding PLC: Notice of EGM: up to USD300M primary capital raising

TCS HoldingAnnouncement

04/06/2019 07:05

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   TCS Group Holding PLC (TCS)
   TCS Group Holding PLC: Notice of EGM: up to USD300M primary capital
   raising

   04-Jun-2019 / 09:00 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, IN  WHOLE  OR  IN  PART,
   DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE  RELEASE,
   PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

   TCS Group Holding PLC

   Notice of EGM: up to USD300M primary capital raising

     • The Group upgrades its net loan growth guidance for 2019 to at least
       60%, guidance for net income, cost of risk and cost of borrowing
       reaffirmed

   Limassol, Cyprus - 4 June 2019. TCS Group Holding PLC (TCS LI) (the
   "Group"), Russia's leading provider of online financial and lifestyle
   services via its Tinkoff.ru ecosystem, today announces that an
   Extraordinary General Meeting of Shareholders (EGM) will take place at
   9.00 am on 27 June 2019 at the Group's registered office, 5th floor, 25
   Berengaria, Spyrou Araouzou 25, 3036 Limassol, Cyprus.

   The Group aims to complete up to a USD300m primary capital raising which
   would ensure that it has the necessary capital to seize the current
   profitable growth opportunity identified while maintaining ample capital
   buffers.

   The capital raising would be carried out through a bookbuilding exercise
   addressed to institutional and other qualifying investors and coordinated
   by Morgan Stanley, Renaissance Capital and UBS Investment Bank (the
   "Offering"). While the Offering would be non-preemptive, the Group will
   use reasonable endeavours to prefer in allocations institutional and
   certain existing qualifying shareholders of the Company wishing to
   participate in the Offering, as will be further detailed in the disclosure
   document to be published in connection with the Offering. Subject to EGM
   approval and market conditions, it is expected that the Offering will be
   executed shortly after the EGM. The EGM agenda includes:

     • Variation of special rights;
     • Increase of issued share capital;
     • authority to the Board of Directors to issue shares (up to 10% of
       issued share capital);
     • waiver of pre-emption rights (until 30 September 2019).

   The record date for the EGM is 25 June 2019.

   The Notice of EGM is available on the Group's website
   at  1 https://www.tinkoff.ru/eng/

   The management team will explain the background to these capital raising
   proposals at an investor and analyst conference call at 2.00pm UK time
   (4.00pm Moscow time, 09.00am U.S. Eastern Daylight Time), on Tuesday, 4
   June 2019.

   Oliver Hughes, CEO of Tinkoff, commented: 'We grew our net loans portfolio
   by 21% in 1Q19 alone. This growth trend continues into 2Q19 as evidenced
   by our monthly RAS reports. We are therefore pleased to announce an
   upgrade to our loan growth guidance for the year to at least 60%.

    

   More than half of this growth is driven by our new credit business
   lines (personal loans, POS loans, car loans, and home equity loans). These
   loans already comprised 32% of our loan book at the end of 1Q19. Many of
   these loans are cross-sold to existing customers whom we have brought into
   our ecosystem through current accounts and lifestyle services; they are
   also sold to new-to-bank mass-affluent and affluent customers. The initial
   results of new loan product pilots are positive and we are therefore
   planning to scale up these business-lines thereby continuing our loans
   growth.

    

   This loan growth is happening against a backdrop of four RWA uplifts in
   the period from March 2017 to April 2019.  We have been weighing the
   various alternatives to ensure we have an adequate capital position to
   support this growth, including an up to $300m primary capital raise which
   would ensure that we have the necessary capital to seize the current
   profitable growth opportunity and to maintain ample capital buffers in the
   future.'

   To participate in the conference call, please use the following access
   details:

   Conference ID
                            3031348
    
                            +7 495 646 9190
   Russian Federation
                             
                            +44 (0)330 336 9411
   United Kingdom
                             
                            +1 646-828-8193 
   United States of America
                             

   Please register approximately 10 minutes prior to the start of the call.

    

   For enquiries:
                                 Tinkoff Bank
   Tinkoff Bank
                                 Larisa Chernysheva
   Darya Ermolina                IR Department
   Head of PR
                                 + 7 495 648-10-00 (ext. 2312)
   + 7 495 648-10-00 (ext. 2009)
                                  3 ir@tinkoff.ru
    2 d.ermolina@tinkoff.ru
                                  

   About the Group

   TCS Group Holding PLC is an innovative provider of online retail financial
   services. It includes Tinkoff Bank, mobile virtual network operator
   Tinkoff Mobile, Tinkoff Insurance, and Tinkoff Software DC, a network of
   development hubs in major Russian cities. The Group also has Tinkoff.ru,
   an evolving ecosystem that 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, the country's first and only
   direct bank and the core of the Tinkoff.ru ecosystem.

    

   Tinkoff Bank is the second largest player in the Russian credit card
   market, with a share of 12.4% as of 1 April 2019. The 1Q'19 IFRS net
   income of TCS Group Holding PLC amounted to RUB 7.2 bn, ROE stood at
   64.4%.

    

   With no branches, the Group serves all its customers remotely via online
   channels and a cloud-based call centre staffed by over 10,000 employees,
   which makes 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, in 2018, 2016 and 2015, the Best Consumer Digital Bank in
   Russia, and in 2017 and 2013 The Banker recognised it 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).

    

   This announcement is not an offer for sale of securities in the United
   States or any other country. The securities to which this announcement
   relates have not been and will not be registered under the U.S. Securities
   Act of 1933, as amended (the "Securities Act") or with any securities
   regulatory authority of any state of the United States or other
   jurisdiction and may not be offered, sold, pledged or otherwise
   transferred in the United States except pursuant to registration or an
   exemption from the registration requirements of the Securities Act and in
   compliance with any applicable state securities laws.

   This announcement is directed only at persons (i) outside the United
   Kingdom; (ii) that 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"); (iii)
   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 EEA, this announcement is directed only at persons
   who are "qualified investors" within the meaning of Article 2(1)(e) of
   Directive 2003/71/EC, as amended.

    

   Morgan Stanley, Renaissance Capital and UBS Europe SE (the "Banks") are
   each acting exclusively for the Group and no one else in connection with
   the Offering. They will not regard any other person as their respective
   clients in relation to the Offering and will not be responsible to anyone
   other than TCS Group Holding PLC for providing the protections afforded to
   their respective clients, nor for providing advice in relation to the
   Offering, the contents of this announcement or any transaction,
   arrangement or other matter referred to herein.

    

   To the fullest extent permitted under applicable law, none of the Banks or
   any of their respective affiliates, directors, officers, limited or
   unlimited partners, employees, advisers or agents accepts any
   responsibility or liability whatsoever for, or makes any representation or
   warranty, express or implied, as to the truth, accuracy or completeness of
   the information in this announcement (or whether any information has been
   omitted from the announcement) or any other information relating to TCS
   Group Holding PLC or the Group, or their associated companies, whether
   written, oral or in a visual or electronic form, and howsoever transmitted
   or made available or for any loss howsoever arising from any use of this
   announcement or its contents or otherwise arising in connection therewith.

    

   Forward-looking statements

   Some of the information in this announcement may contain projections or
   other forward-looking statements regarding future events or the future
   financial performance of the Group and Tinkoff Bank. You can identify
   forward looking statements by terms such as "expect", "believe",
   "anticipate", "estimate", "intend", "will", "could," "may" or "might", the
   negative of such terms or other similar expressions. The Group and Tinkoff
   Bank wish to caution you that these statements are only predictions and
   that actual events or results may differ materially. The Group and Tinkoff
   Bank do not intend to update these statements to reflect events and
   circumstances occurring after the date hereof or to reflect the occurrence
   of unanticipated events. Many factors could cause the actual results to
   differ materially from those contained in projections or forward-looking
   statements of the Group and Tinkoff Bank, including, among others, general
   economic conditions, the competitive environment, risks associated with
   operating in Russia, rapid technological and market change in the
   industries the Group operates in, as well as many other risks specifically
   related to the Group, Tinkoff Bank and their respective operations.

    

    

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   ISIN:          US87238U2033
   Category Code: OFD
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  8959
   EQS News ID:   818793


    
   End of Announcement EQS News Service

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References

   Visible links
   1. https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=2f057e9dd9ccf3cd9f6010dc14cb3b82&application_id=818793&site_id=reuters8&application_name=news
   2. mailto:d.ermolina@tinkoff.ru
   3. mailto:ir@tinkoff.ru


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