REG-TCS Group Holding PLC TCS Group Holding PLC: Statement regarding media speculation

TCS HoldingAnnouncement

22/09/2020 17:30

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TCS Group Holding PLC (TCS)
TCS Group Holding PLC: Statement regarding media speculation

22-Sep-2020 / 19:25 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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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR  THE PURPOSES OF ARTICLE 7  OF
REGULATION (EU) NO 596/2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN  WHOLE OR IN PART, IN, INTO  OR
FROM ANY  JURISDICTION  WHERE TO  DO  SO WOULD  CONSTITUTE  A VIOLATION  OF  THE
RELEVANT LAWS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT GOVERNED BY THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND  THEREFORE  DOES  NOT  FALL  UNDER  RULE  2.4.  OF  THE  CODE.  THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE  AN
OFFER UNDER RULE 2.7 OF  THE CODE OR OTHERWISE. THERE  CAN BE NO CERTAINTY  THAT
ANY FIRM OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT  BE
MADE

FOR IMMEDIATE RELEASE

22 September 2020

TCS Group Holding PLC

Statement regarding media speculation

TCS Group Holding PLC ("Tinkoff" or  "the Company") notes the media  speculation
and confirms that it is in  discussions with Yandex N.V. ("Yandex") regarding  a
possible offer by Yandex for the entire issued and to be issued share capital of
Tinkoff (the "Potential Transaction").

The parties have come to an agreement  in principle on a transaction that  would
consist of cash  and share  consideration worth approximately  $5.48 billion  or
$27.64 per Tinkoff share which, based on  the Closing Price of Yandex shares  on
21 September 2020, would represent a premium of approximately:

  • 8.0 per cent. to the Closing Price per Tinkoff GDR of $25.60 on 21 September
    2020;
  • 10.4 per cent. to the volume weighted average Closing Price per Tinkoff  GDR
    of $25.04 for the one-month period ended on 21 September 2020; and
  • 16.9 per cent. to the volume weighted average Closing Price per Tinkoff  GDR
    of $23.65 for the three-month period ended on 21 September 2020.

The final terms are subject to the satisfactory completion of due diligence  and
agreement on definitive documentation, including agreement regarding  conditions
to closing.  There can be no certainty that any firm offer will be made for  the
Company, nor as to the final terms on which any firm offer might be made.

The current intention of Tinkoff and Yandex is for the Potential Transaction  to
be implemented by means of a scheme of arrangement of Tinkoff. As a result,  the
Potential Transaction will be subject to  the jurisdiction of the Cyprus  courts
under sections 198 to 200 of the  Companies Law of the Republic of Cyprus  (Cap.
113) and the Cyprus Securities and Exchange Commission pursuant to the  Takeover
Bids Law,  Law no.  41(I)/2007 (as  amended)  (to the  extent determined  to  be
applicable).

This announcement has been made by Tinkoff with the prior agreement and approval
of Yandex.

A further announcement will be made if and when appropriate.

                                        

Enquiries:

TCS Group Holding PLC
                                                                                
Artem Lebedev, PR Department
                                                               Tel: +7 495 648
1000 (ext. 2202)
Neri Tollardo, IR
Department                                                                     
Tel: +44 7741 078383

 

J.P. Morgan (Sole Financial Adviser to
TCS)                                                         

(RUS) Vladimir Blinov / Sergey
Zyryaev                                                   Tel: +7 495 967 1000

(UK) James Robinson / Jonty
Edwards                                                     Tel: +44
20 7742 4000

 

TCS Group Holding PLC

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, management company Tinkoff Capital, Tinkoff  Software
DC, a  network  of  development  hubs  in  major  Russian  cities,  and  Tinkoff
Education. The Group  is currently  developing Tinkoff  ecosystem, which  offers
financial and lifestyle services.

Article 4 of Directive 2004/25/EC on Takeover Bids

If a decision is made to instead implement the Potential Transaction by means of
a contractual takeover offer, it will  be subject to the shared jurisdiction  of
the Cyprus Securities  and Exchange Commission  and the Panel  on Takeovers  and
Mergers in the  UK. Pursuant to  article 4 of  Directive 2004/25/EC on  Takeover
Bids, the Cyprus Securities and Exchange Commission's relevant legislation  will
apply in respect of  employee information and company  law matters and the  UK's
City Code on Takeovers  and Mergers will apply  in respect of consideration  and
procedural matters. In  this case, a  further announcement will  be made if  and
when appropriate.

Inside information

The information  contained within  this  announcement is  deemed by  Tinkoff  to
constitute inside information  as stipulated under  the Market Abuse  Regulation
(EU) No.596/2014. Upon  the publication  of this announcement  via a  Regulatory
Information Service, this  inside information  is now  considered to  be in  the
public domain.  The person  responsible for  making this  announcement is  Chris
Owen, Tinkoff's advisor to the Board of Directors.

Other notices

This announcement is not intended to, and  does not, constitute or form part  of
any offer, invitation  or the solicitation  of an offer  to purchase,  otherwise
acquire, subscribe for,  sell or  otherwise dispose of,  any securities  whether
pursuant to this announcement or otherwise.

The distribution  of  this  announcement in  jurisdictions  outside  the  United
Kingdom may be  restricted by law  and therefore persons  into whose  possession
this announcement  comes  should  inform themselves  about,  and  observe,  such
restrictions. Any  failure to  comply  with the  restrictions may  constitute  a
violation of the securities law of any such jurisdiction.

J.P. Morgan Securities plc, which conducts its UK investment banking business as
J.P. Morgan Cazenove  (J.P. Morgan  Cazenove), is authorised  in the  UK by  the
Prudential Regulation  Authority  and regulated  in  the UK  by  the  Prudential
Regulation Authority and the  FCA. J.P. Morgan Cazenove  is acting as  financial
adviser exclusively for Tinkoff and no  one else in connection with the  matters
set out in this announcement and will not regard any other person as its  client
in relation to the matters in this  announcement and will not be responsible  to
anyone other than Tinkoff for providing  the protections afforded to clients  of
J.P. Morgan Cazenove, or for providing advice in relation to any matter referred
to herein.

 

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   ISIN:          US87238U2033
   Category Code: MSCH
   TIDM:          TCS
   LEI Code:      549300XQRN9MR54V1W18
   Sequence No.:  84663
   EQS News ID:   1135245


    
   End of Announcement EQS News Service

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