REG-TCS Group Holding PLC TCS Group Holding PLC: PROPOSED OFFERING BY TCS GROUP HOLDING PLC (THE 'COMPANY') OF APPROXIMATELY 18.3 MILLION GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A SHARES OF THE COMPANY
27/06/2019 07:30
============
TCS Group Holding PLC (TCS)
TCS Group Holding PLC: PROPOSED OFFERING BY TCS GROUP HOLDING PLC (THE
'COMPANY') OF APPROXIMATELY 18.3 MILLION GLOBAL DEPOSITARY RECEIPTS
REPRESENTING INTERESTS IN CLASS A SHARES OF THE COMPANY
27-Jun-2019 / 09:30 MSK
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
══════════════════════════════════════════════════════════════════════════
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN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 OFFERING BY TCS GROUP HOLDING PLC (THE "COMPANY") OF
APPROXIMATELY 18.3 MILLION GLOBAL DEPOSITARY RECEIPTS REPRESENTING
INTERESTS IN CLASS A SHARES OF THE COMPANY
Limassol, Cyprus - 27 June 2019.
TCS GROUP HOLDING PLC (the "Company"), which together with its
consolidated subsidiaries, including Tinkoff Bank, is Russia's leading
provider of online retail financial and lifestyle services via its
Tinkoff.ru financial ecosystem, announces its intention to proceed with
the offering (the "Offering") of approximately 18.3 million global
depositary receipts representing interests in its Class A shares (1 global
depository receipt = 1 Class A Share) (the "Offering GDRs"). The Offering
GDRs represent approximately 10 per cent of the Company's issued share
capital. The Company's global depositary receipts are admitted to listing
to the official list of the United Kingdom Financial Conduct Authority and
the London Stock Exchange plc.
The Offering GDRs are being offered in the United States to QIBs in
reliance on Rule 144A, or another exemption from the registration
requirements of the Securities Act, and outside the United States in
offshore transactions in reliance on Regulation S.
Pursuant to the extraordinary general meeting of the Company's
shareholders held on 27 June 2019 (the "EGM") the pre-emption rights of
the shareholders under the Company's Articles of Association have been
disapplied for the purposes of the Offering. However, the Company has
undertaken to use reasonable endeavours to prefer in allocations existing
shareholders of the Company wishing to participate in the Offering pro
rata to their respective shareholdings.
The EGM was held at the registered office of the Company in Limassol,
Cyprus and had a quorum of 870,135,000 votes present, corresponding to
96.38535% in number of the votes carried or conferred by the shares giving
a right to be present and vote at the meeting. The EGM duly passed all
four resolutions, namely: (1) variation of Special Rights of the shares
(Majority Resolution); (2) increase of share capital (Ordinary
Resolution); (3) authority to the Board of Directors to allot and issue
shares (Special Resolution); and (4) waiver of pre-emption rights
(Majority Resolution). Over 68% of GDR votes were cast, with those GDR
votes in favour ranging between around 85% and 86%.
The Minutes of the 27 June 2019 EGM will be available for viewing at the
registered office of the Company and available on the National Storage
Mechanism of the UK Listing Authority, located
at 1 www.morningstar.co.uk/uk/nsm.
Morgan Stanley & Co. International plc is acting as global coordinator in
connection with the Offering (the "GC"). Renaissance Securities (Cyprus)
Limited, Sberbank CIB (UK) Limited and UBS Europe SE are acting as joint
bookrunners (the "JBRs").
The final number of Offering GDRs to be placed and the offering price will
be agreed by the Company, the GC and the JBRs at the close of the
bookbuild process, and the results of the Offering will be announced as
soon as practicable thereafter. The timings for the close of the bookbuild
process and pricing are at the absolute discretion of the Company, the GC
and the JBRs.
Any of the Company's shares and global depositary receipts held directly
or indirectly by Oleg Tinkov or by the Company will be subject to a
lock-up through 31 December 2019, subject to customary exceptions.
The Company intends to use the proceeds it receives from the Offering to
increase Tinkoff Bank's capital adequacy position, whether by subscribing
for new ordinary shares in the share capital of Tinkoff Bank through a
closed subscription and/or by any other means deemed appropriate by the
Company's management for such purpose.
Important Notice:
The information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be
placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. This announcement
has not been approved by any competent regulatory authority.
Members of the general public are not eligible to take part in the
Offering. 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 Regulation EU 2017/1129) 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 Offering GDRs 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 offering 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 and any offer of securities to which it relates are only
being addressed to and are only directed at persons in Cyprus who are
"Professional Clients" as defined in the Investment Services and
Activities and Regulated Markets Law 2017 (the "Professional Clients").
Any investment activity to which the announcement relate is only available
to and will only be engaged with Professional Clients. Any person who is
not a Professional Client should not act or rely on this announcement.
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 Offering GDRs in certain jurisdictions may be restricted by
law. No action has been taken by TCS Group Holding PLC (or any affiliates
thereof) or the GC or the JBRs or any of their affiliates that would, or
which is intended to, permit a public offer of the Offering GDRs in any
jurisdiction or possession or distribution of this announcement or any
other offering or publicity material relating to the Offering GDRs in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by TCS Group Holding PLC,
the GC and the JBRs 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 Offering GDRs sold by TCS Group Holding PLC requiring the
publication of the offering memorandum in any Relevant Member State. As a
consequence, the Offering GDRs 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 Offering GDRs 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
Offering GDRs 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
Offering GDRs in the United States or elsewhere.
The Offering GDRs 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 offering
or the accuracy or adequacy of this announcement. Any representation to
the contrary is a criminal offence in the United States.
Investors should not subscribe for or purchase any Offering GDR except on
the basis of information in the offering memorandum (the "Offering
Memorandum") to be published by TCS Group Holding PLC in due course.
Investors will be able to obtain a copy of the Offering Memorandum from
http://tcsgh.com.cy/. The Offering Memorandum will not be approved by the
United Kingdom Financial Conduct Authority as a prospectus prepared in
accordance with the prospectus rules made under section 73A of the
Financial Services and Markets Act 2000, or by any other regulatory
authority.
The information with respect to the Offering 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 the Offering 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
Offering 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.
Distribution of this announcement shall not be deemed to be any form of
commitment on the part of TCS Group Holding PLC to proceed with the
Offering or any transaction or arrangement referred to therein. This
announcement has not been approved by any competent regulatory authority.
This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or
other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements reflect TCS Group Holding PLC's current view
with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions relating to the
Group's business, results of operations, financial position, liquidity,
prospects, growth or strategies. Forward-looking statements speak only as
of the date they are made.
Each of the GC and the JBRs and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
forward looking statement contained in this announcement whether as a
result of new information, future developments or otherwise.
Morgan Stanley & Co. International plc and Sberbank CIB (UK) Limited are
authorised by the Prudential Regulation Authority ("PRA") and regulated in
the United Kingdom by the PRA and Financial Conduct Authority ("FCA").
Renaissance Securities (Cyprus) Limited is authorised and regulated by
Cyprus Securities and Exchange Commission. UBS Europe SE is authorised and
regulated by the Bundesanstalt Für Finanzdienstleistungsaufsicht (BaFin)
and the European Central Bank (ECB). The GC and the JBRs are acting
exclusively for TCS Group Holding PLC and no-one else in connection with
the Offering and 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.
In connection with the Offering, the GC, the JBRs and any of their
affiliates, may take up a portion of the Offering GDRs in the Offering as
a principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such Offering GDRs and other
securities of TCS Group Holding PLC or related investments in connection
with the Offering or otherwise. Accordingly, references in the Offering
Memorandum, once published, to the Offering GDRs being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or subscription, acquisition, placing or
dealing by, the GC, the JBRs and any of their affiliates acting in such
capacity. In addition, the GC, the JBRs and any of their affiliates may
enter into financing arrangements (including swaps or contracts for
differences) with investors in connection with which the GC, the JBRs and
any of their affiliates may from time to time acquire, hold or dispose of
the Offering GDRs. The GC and the JBRs do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
None of the GC or the JBRs or any of their respective affiliates, or any
of their respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for the contents of
this announcement or for any statement made or purported to be made by it,
or on its behalf, in connection with TCS Group Holding PLC or the
Offering. The GC and the JBRs and their respective affiliates accordingly
disclaim all and any liability whether arising in tort, contract, or
otherwise which they might otherwise have in respect of such announcement
or any such statement and for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection
therewith. No representation or warranty express or implied, is made by
any of the GC and/or any of the JBRs or any of their respective affiliates
as to the truth, accuracy, completeness, reasonableness, verification or
sufficiency of the information set out in this announcement (or whether
any information has been omitted from the announcement) or any other
information relating to TCS Group Holding PLC, its subsidiaries or
associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available.
For enquiries:
Tinkoff Bank
Tinkoff Bank
Larisa Chernysheva
Darya Ermolina
Head of PR IR Department
+ 7 495 648-10-00 (ext. 2009) + 7 495 648-10-00 (ext. 2312)
2 media@tinkoff.ru 3 ir@tinkoff.ru
PR@tcsgh.com.cy IR@tcsgh.com.cy
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).
══════════════════════════════════════════════════════════════════════════
ISIN: US87238U2033
Category Code: IOE
TIDM: TCS
LEI Code: 549300XQRN9MR54V1W18
Sequence No.: 11549
EQS News ID: 831935
End of Announcement EQS News Service
══════════════════════════════════════════════════════════════════════════
4 fncls.ssp?fn=show_t_gif&application_id=831935&application_name=news&site_id=reuters6
References
Visible links
1. https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=58c92b4a622801eed10dbccfbff51f2c&application_id=831935&site_id=reuters6&application_name=news
2. mailto:media@tinkoff.ru
3. mailto:ir@tcsbank.ru
============Recent news on TCS Holding
See all newsREG - Official List TCS Grp Hldg PLC - Removal - TCS Group Holding PLC
AnnouncementREG - Stock Exch Notice TCS Grp Hldg PLC - Cancellation - TCS GROUP HOLDING PLC
AnnouncementREG-TCS Group Holding PLC TCS Group Holding PLC reports IFRS results for 4Q and FY 2022
AnnouncementREG-TCS Group Holding PLC TCS Group Holding PLC: notification of Board changes under LR9.6
AnnouncementREG-TCS Group Holding PLC Correction: TCS Group Holding PLC: Headhunter Group plc Appoints Mr Sergey Arsenyev as Non-Executive Director
Announcement