REG-TCS Group Holding PLC TCS Group Holding PLC: Tinkoff Bank successfully closes issue of USD 300 m 9.25% debut perpetual bonds <TCS

TCS HoldingAnnouncement

15/06/2017 15:05

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   TCS Group Holding PLC / Issue of Debt
   TCS Group Holding PLC: Tinkoff Bank successfully closes issue of USD 300 m
   9.25% debut perpetual bonds

   15-Jun-2017 / 16:05 CET/CEST
   Dissemination of a Regulatory Announcement, transmitted by EquityStory.RS,
   LLC - a company of EQS Group AG.
   The issuer is solely responsible for the content of this announcement.

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   NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN
   WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
   THE RUSSIAN FEDERATION OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE
   UNLAWFUL

   Tinkoff Bank successfully closes issue of USD 300 m 9.25% debut perpetual
   bonds

   Moscow, Russia - 15 June 2017. TCS Group Holding PLC (TCS LI), Russia's
   leading provider of online retail financial services, including Tinkoff
   Bank and Tinkoff Insurance, today announces the successful closing and
   issuance by TCS Finance D.A.C. of its USD 300,000,000 9.25% perpetual
   callable loan participation notes (the "Notes"). The Notes have been
   issued by, but with limited recourse to, TCS Finance D.A.C. for the sole
   purpose of financing a subordinated loan to Tinkoff Bank. The Notes have
   been rated B- by Fitch. The Notes are admitted to trading on the Global
   Exchange Market of the Irish Stock Exchange on 15 June 2017.

   TCS Finance D.A.C. has on-lent the proceeds from the issue of the Notes to
   Tinkoff Bank. Tinkoff Bank intends to use the proceeds for general
   corporate purposes. The issue meets the Basel III requirements and will be
   used to strengthen the Bank's capital base.

   Sergey Pirogov, Vice President for Corporate Finance at Tinkoff Bank,
   said: "We are happy with the outcome of this transaction. The final book
   was nearly three times oversubscribed with a strong mix of London-based
   institutional asset managers, Swiss-based private banking demand and
   Russian institutional demand, with add-on interest from Asia. This
   well-diversified high-quality investor demand allowed us to close the deal
   at the tight end of the pricing range. The success of this transaction
   shows that international debt capital markets are open to Tier 1 offerings
   from quality financial institutions out of Russia. As a result of the
   offering, Tinkoff Bank will have a more robust capital position to further
   develop its business and seize the growth opportunities through the
   expansion phase of the credit cycle."

   The book building followed a series of debt investor meetings and enjoyed
   strong investor appetite and a wide geography, represented by Russia
   (30.6%), Switzerland (30.55%), UK (13.94%), continental Europe (9.78%),
   Asia (7.52%), USA offshore (7.22%) and other countries (0.40%).

   The deal was launched on 8 June 2017, with the initial guidance for the
   annual coupon rate standing at 9.75%, and was nearly three times
   oversubscribed. The strong investor demand helped the Bank bring the
   coupon range down. After the book was closed, demand totalled nearly USD
   900 m, and the coupon rate was set at 9.25%.

   J.P. Morgan Securities plc and UBS Limited ‎acted as Joint Global
   Coordinators and Bookrunners and, in addition to BCP Securities, LLC,
   BrokerCreditService Ltd., Pareto Securities AB, "REGION Broker Company"
   LLC and Renaissance Securities (Cyprus) Limited, as Joint Lead Managers on
   the transaction.

    

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

    

   About the Group

   TCS Group Holding PLC is an innovative provider of online retail financial
   services operating in Russia through a high-tech branchless platform. The
   Group has also developed a "smart courier" network covering almost all
   cities and towns in Russia which allows next day delivery to many
   customers.

   Tinkoff Bank's product range includes daily banking (credit and debit
   cards, payments, money transfers), savings, investments, loyalty
   programmes, travel services, SME services, mortgage platform, and
   insurance. With its special focus on mobile business, the bank offers
   mobile applications both for its customer base (Mobile Bank) and beyond it
   (Traffic Fines, MoneyTalk, Card 2 Card instant money transfers).

   Tinkoff is transitioning to become an online financial marketplace,
   Tinkoff.ru, which offers an entire range of both own brand and partner
   retail financial services via mobile and desktop.

   As at 1 May 2017, the bank was the second largest player in the Russian
   credit card market, with a market share of 11%. The 1Q17 IFRS net income
   of the parent company, TCS Group Holding PLC, which includes Tinkoff Bank
   and the insurance company Tinkoff Insurance, amounted to RUB 3.4 bn, ROE
   stood at 43%.

   Banki.ru, Russia's largest financial news portal, named Tinkoff Bank the
   Bank of the Year 2016. In October 2016 Tinkoff Bank was named the largest
   independent global direct bank by Frost & Sullivan. In 2015 and 2016, the
   Global Finance magazine named Tinkoff Bank as the Best Consumer Digital
   Bank in Russia. In 2016, the bank also won Global Finance's Best
   Integrated Consumer Bank Site award and was named the Best Digital Bank in
   the CEE by Euromoney. The bank's mobile application was recognised as the
   best in Russia by Markswebb Rank & Report for three consecutive years in
   2014, 2015 and 2016, and by Deloitte for four consecutive years from 2013
   to 2016.

   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.

   THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR
   SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES
   OR IN ANY OTHER JURISDICTION. THE SECURITIES TO WHICH THIS ANNOUNCEMENT
   RELATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
   ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR
   SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US
   PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES
   ACT), EXCEPT PURSUANT TO REGISTRATION OR AN EXEMPTION FROM THE
   REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE WILL BE NO PUBLIC
   OFFER OF SECURITIES IN THE UNITED STATES.
   THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR
   INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO BUY OR
   SUBSCRIBE FOR, ANY SECURITIES, IN THE UNITED STATES OR ANY OTHER
   JURISDICTION NOR SHALL IT (OR ANY PART OF THIS ANNOUNCEMENT) OR THE FACT
   OF ITS DISTRIBUTION FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION
   WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY CONTRACT OR COMMITMENT
   OR INVESTMENT DECISION WHATSOEVER. THE DISTRIBUTION OF THIS ANNOUNCEMENT
   IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE
   POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES
   SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY
   FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF
   THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
   RECIPIENTS OF THIS ANNOUNCEMENT WHO INTEND TO PURCHASE ANY SECURITIES IN
   THE FUTURE ARE REMINDED THAT ANY SUCH PURCHASE OR SUBSCRIPTION MUST BE
   MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN ANY FINAL FORM
   PROSPECTUS PUBLISHED IN CONNECTION WITH ANY SUCH SECURITIES. THIS
   ANNOUNCEMENT IS NOT BEING MADE, AND THIS ANNOUNCEMENT HAS NOT BEEN
   APPROVED, BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE
   FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE "FSMA")(UNITED
   KINGDOM). THIS ANNOUNCEMENT IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE
   PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM OR TO PERSONS IN
   THE UNITED KINGDOM SAVE IN THE CIRCUMSTANCES WHERE SECTION 21(1) OF THE
   FSMA DOES NOT APPLY. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (I)
   ARE OUTSIDE THE UNITED KINGDOM OR (II) 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") OR (III) ARE PERSONS 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. THIS COMMUNICATION IS NOT INTENDED
   FOR DISTRIBUTION TO AND MUST NOT BE PASSED ON TO ANY RETAIL CLIENT.
   THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE NOT INTENDED TO BE
   SOLD AND SHOULD NOT BE SOLD TO RETAIL CLIENTS IN THE EUROPEAN ECONOMIC
   AREA, AS DEFINED IN THE RULES SET OUT IN THE PRODUCT INTERVENTION
   (CONTINGENT CONVERTIBLE INSTRUMENTS AND MUTUAL SOCIETY SHARES) INSTRUMENT
   2015, AS AMENDED OR REPLACED FROM TIME TO TIME.
   THIS ANNOUNCEMENT OR INFORMATION CONTAINED THEREIN IS NOT AN OFFER, OR AN
   INVITATION TO MAKE OFFERS, TO SELL, EXCHANGE OR OTHERWISE TRANSFER
   SECURITIES IN THE RUSSIAN FEDERATION TO OR FOR THE BENEFIT OF ANY RUSSIAN
   PERSON OR ENTITY AND DOES NOT CONSTITUTE AN ADVERTISEMENT OR OFFERING OF
   SECURITIES IN THE RUSSIAN FEDERATION WITHIN THE MEANING OF APPLICABLE
   RUSSIAN SECURITIES LAWS. INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT
   INTENDED FOR ANY PERSONS IN THE RUSSIAN FEDERATION WHO ARE NOT "QUALIFIED
   INVESTORS" WITHIN THE MEANING OF ARTICLE 51.2 OF THE FEDERAL LAW NO. 39-FZ
   "ON THE SECURITIES MARKET" DATED 22 APRIL 1996, AS AMENDED (THE "RUSSIAN
   QIS") AND MUST NOT BE DISTRIBUTED OR CIRCULATED INTO RUSSIA OR MADE
   AVAILABLE IN RUSSIA TO ANY PERSONS WHO ARE NOT RUSSIAN QIS, UNLESS AND TO
   THE EXTENT THEY ARE OTHERWISE PERMITTED TO ACCESS SUCH INFORMATION UNDER
   RUSSIAN LAW. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED IN RUSSIA
   AND ARE NOT INTENDED FOR "PLACEMENT" OR "CIRCULATION" IN RUSSIA (EACH AS
   DEFINED IN RUSSIAN SECURITIES LAWS) UNLESS AND TO THE EXTENT OTHERWISE
   PERMITTED UNDER RUSSIAN LAW.
   IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS ANNOUNCEMENT IS
   DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING
   OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")
   ("QUALIFIED INVESTORS"). THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE
   PURPOSES OF APPLICABLE MEASURES IMPLEMENTING THE PROSPECTUS DIRECTIVE. A
   PROSPECTUS PREPARED PURSUANT TO THE PROSPECTUS DIRECTIVE WILL BE
   PUBLISHED, WHICH, WHEN PUBLISHED, CAN BE OBTAINED FROM THE TRUSTEE.

   A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY
   BE SUBJECT TO REVISION, SUSPENSION OR WITHDRAWAL AT ANY TIME BY THE
   ASSIGNING RATING ORGANISATION. SIMILAR RATINGS FOR DIFFERENT TYPES OF
   ISSUERS AND ON DIFFERENT TYPES OF SECURITIES DO NOT NECESSARILY MEAN THE
   SAME THING. THE SIGNIFICANCE OF EACH RATING SHOULD BE ANALYSED
   INDEPENDENTLY FROM ANY OTHER RATING.

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   Language:      English
   Company:       TCS Group Holding PLC
                  2nd Floor, Sotiri Tofini 4, Agios Athanasios
                  4102 Limassol
                  Cyprus
   Phone:         +7 495 648-10-00
   Fax:           +7 495 645-59-09
   E-mail:        media@tinkoff.ru
   Internet:      https://www.tinkoff.ru
   ISIN:          US87238U2033
   Listed:        Foreign Exchange(s) London, Moscow
   Category Code: IOD
   TIDM:          TCS
   LEI Code:      2534000KL0PLD6KG7T76
   Sequence No.:  4306


    
   End of Announcement EquityStory.RS, LLC News Service


   583379  15-Jun-2017 

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References

   Visible links
   1. mailto:d.ermolina@tinkoff.ru
   2. mailto:ir@tcsbank.ru


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