REG-TCS Group Holding PLC Tinkoff Bank Announces Results of Tender Offer <Origin Href="QuoteRef">TCSq.L</Origin>

TCS HoldingAnnouncement

09/06/2017 09:25

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TCS Group Holding PLC / Result of Tender Offer
Tinkoff Bank Announces Results of Tender Offer

09-Jun-2017 / 10:20 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 DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S.
PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).

9 June 2017
 
TINKOFF BANK ANNOUNCES RESULTS OF TENDER OFFER
 
On 31 May 2017, Tinkoff Bank (the "Offeror") launched an invitation to holders (the
"Noteholders") of the U.S.$200,000,000 14% Loan Participation Notes due 2018 (ISIN:
XS0808636913; Common Code: 080863691) issued by, but with limited recourse to, TCS
Finance D.A.C (at the time of the issue of the Notes known as TCS Finance Limited) for
the purpose of financing a loan to the Offeror (the "Notes"), subject to the offer and
distribution restrictions below, and upon the terms and subject to the conditions set
forth in a tender offer memorandum dated 31 May 2017 (the "Tender Offer Memorandum"),
to tender for purchase for cash any and all of the Notes, in accordance with the
procedures described therein. The invitations to tender the Notes for purchase are
referred to herein as the "Tender Offers", and each and any of them, a "Tender Offer".
 
Capitalised terms used and not otherwise defined in this announcement have the meanings
given in the Tender Offer Memorandum.
 
The Offeror today announces that (i) the Transaction Conditions are expected to be
satisfied (or waived) on or prior to the settlement date, which is expected to be on or
about 13 June 2017, (ii) Noteholders validly tendered U.S.$62,907,000 aggregate
principal amount of Notes on or prior to the Expiration Deadline, (iii) the Offeror has
accepted for purchase all validly tendered Notes as set forth in the table below and
(iv) the aggregate principal amount of Notes outstanding following completion of the
Tender Offer will be U.S.$95,678,000 1  1 .
 

                                                                        Outstanding
                                                        Principal       Principal
Description of   Securities   Minimum      Purchase     Amount of Notes Amount
the Notes        Codes        Denomination Price        Accepted for    Following
                                                        Purchase        Settlement of
                                                                        the Tender
                                                                        Offer^1
U.S.$200,000,000 ISIN:        U.S.$200,000 U.S.$1,107.5
14.00 per cent.  XS0808636913 and integral per
Loan                          multiples of U.S.$1,000   U.S.$62,907,000 U.S.$95,678,000
Participation    Common Code: U.S.$1,000   in principal
Notes due 2018   080863691    thereafter   amount of
                                           the Notes

 
The Tender Offer has now expired and no further Notes can be tendered for purchase. The
Notes acquired in the Tender Offer will be initially held by the Offeror for its own
account but may be subsequently cancelled. Notes that have not been successfully
tendered for purchase and accepted by the Offeror pursuant to the Tender Offer will
remain outstanding and will remain subject to the terms and conditions of such Notes.
 
All documentation relating to the Offer, together with any updates, will be available
for eligible persons from the Information and Tender Agent on the Offer Website:
https://sites.dfkingltd.com/tinkoff.
 
For Further Information
 
Further details about the Tender Offer can be obtained from:
THE OFFEROR
Tinkoff Bank
Perviy Volokolamskiy proezd
10 building 1
Moscow, 123060
Russian Federation

THE DEALER MANAGERS
J. P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Telephone: +44 20 7134 2468
Attention: Liability Management
Email:  2 em_europe_lm@jpmorgan.com

UBS Limited
5 Broadgate
London EC2M 2QS
United Kingdom
Telephone: +44 20 7568 2133
Attention: Liability Management Group
Email:  3 ol-liabilitymanagement-eu@ubs.com

THE INFORMATION AND TENDER AGENT
D.F. King Ltd.
Website:  4 https://sites.dfkingltd.com/tinkoff
E-mail:  5 tinkoff@dfkingltd.com
 
In London:
125 Wood Street
London, EC2V 7AN
United Kingdom
Telephone: +44 20 7920 9700
 
In Hong Kong:
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Hong Kong
Telephone: +852 3953 7230

OFFER AND DISTRIBUTION RESTRICTIONS
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum by the Offeror and
any other documents or materials relating to the Offer are not being made, and such
documents and/or materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, such documents and/or materials are not being communicated or distributed
to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the restriction on
financial promotions under section 21 of the FSMA on the basis that it is only directed
at, made to or otherwise communicated to (1) those persons who are existing members or
creditors of the Offeror or other persons within Article 43 of Financial Promotion
Order, (2) those holders being investment professionals falling within Article 19(5) of
the Financial Promotion Order, (3) those holders that fall within Article 49(2)(a) to
(d) of the Financial Promotion Order and (4) to any other persons to whom these
documents and/or materials may lawfully be communicated (all such persons together
being referred to as "relevant persons"). The Offer is only available to, and any
invitation, offer or agreement to purchase or otherwise acquire the Notes will be
engaged in only with relevant persons. Any person who is not a relevant person should
not act or rely on this announcement, the Tender Offer Memorandum or any contents
thereof.
United States
 
The Offer is not being made and will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange of, the United
States or to any U.S. person (as defined in Regulation S under the United States
Securities Act of 1933, as amended) (each a "U.S. Person"). This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. Accordingly, copies of this Tender Offer
Memorandum and any other documents or materials relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians, nominees or trustees) in or
into the United States or to a U.S. Person and the Notes cannot be tendered in the
Offer by any such use, means, instrumentality or facility or from or within or by
persons located or resident in the United States or by any U.S. Person. Any purported
tender of Notes in the Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes in the Offer made by a
person located in the United States, a U.S. Person, by any person acting for the
account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.
Each Noteholder participating in the Offer will represent that either (i) it is not a
U.S. Person, is not located in the United States and is not participating in the Offer
from the United States or (ii) it is not located in the United States and is acting on
a non-discretionary basis for a principal located outside the United States that is not
giving an order to participate in the Offer from the United States and who is not a
U.S. Person. For the purposes of this and the above paragraph, "United States" means
the United States of America, its territories and possessions (including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the District of Columbia.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any other documents or
materials relating to the Offer have been submitted to or will be submitted for
approval or recognition to the Financial Services and Markets Authority (Autorité des
services et marches financiers/Autoriteit financiële diesten en markten) and,
accordingly, the Offer may not be made in Belgium by way of a public offering, as
defined in Articles 3, §1, 1° and 6 of the Belgium Law of 1 April 2007 on public
takeover bids (the "Public Takeover Law"), as amended or replaced from time to time.
Accordingly, the Offer may not be advertised and the Offer will not be extended, and
neither this announcement, the Tender Offer Memorandum nor any other documents or
materials relating to the Offer (including any memorandum, information circular,
brochure or any similar documents) have been or shall be distributed or made available,
directly or indirectly, to any individual or legal entity in Belgium other than:

 1. qualified investors, as defined in Article 10 of the Belgian Law of 16 June 2006 on
    the public offer of placement instruments and the admission to trading of placement
    instruments on regulated markets (the "Belgian Public Offer Law");

 

 1. in relation to Notes with a denomination of at least EUR100,000;

and in any other circumstances set out Article 6, §§3-4 of the Public Takeover Law.
Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have
been issued only for the personal use of the above qualified investors and exclusively
for the purpose of the Offer. Accordingly, the information contained herein and in the
Tender Offer Memorandum may not be used for any other purpose or disclosed to any other
person in Belgium.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of
France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other
document or material relating to the Offer has been or shall be distributed to the
public in France and only (i) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified
investors (investisseurs qualifiés) acting for their own account, all as defined in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, are eligible to participate in the Offer. This announcement,
the Tender Offer Memorandum have not been and will not be submitted for clearance to
the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer have been submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations.
The Offer is being carried out in the Republic of Italy ("Italy") as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph
4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended(the "Issuer's Regulation").
Noteholders or beneficial owners of the Notes may tender their Notes in the Offer
through authorised persons (such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any other
Italian authority. Accordingly, the Offer may not be advertised and will not be
addressed, and neither this announcement, nor the Tender Offer Memorandum nor any other
documents or materials relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) have been or shall be distributed or made
available, directly or indirectly, to any person in Italy other than to "qualified
investors" (investitori qualificati), as defined pursuant to Article 100 of the
Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Issuer's
Regulation.
Each intermediary must comply with the applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the Notes or the Offer.
Russia
Neither this announcement, the Tender Offer Memorandum nor information contained
therein nor any other document or materials relating to the Offer are an offer, or an
invitation to make offers, to sell, exchange or otherwise transfer securities in the
Russian Federation or 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 Russian securities laws. Information contained in this
announcement, the Tender Offer Memorandum or any other document or materials relating
to the Offer is not intended for any person in the Russian Federation who is not a
"qualified investor" (a "Russian QI") 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
Securities Market Law") and must not be distributed or circulated into Russia or made
available in Russia to any person who is not a Russian QI, unless and to the extent
they are otherwise permitted to access such information under Russian law.
General
This announcement, the Tender Offer Memorandum and any related documents do not
constitute an offer to buy or the solicitation of an offer to sell Notes in any
circumstances in which such offer or solicitation is unlawful. If a jurisdiction
requires the Offer to be made by a licensed broker or dealer, and any of the Dealer
Managers or any of their respective affiliates is such a licensed broker or dealer in
such jurisdictions, the Offer shall be deemed to be made by such Dealer Manager or such
affiliate (as the case may be) on behalf of the Offeror in such jurisdiction.
In addition to the representations referred to above in respect of the United States,
Belgium, France, Italy, the United Kingdom and the Russian Federation, each Noteholder
participating in the Offer will also be deemed to give certain representations in
respect of the other jurisdictions referred to above and generally as set out in
"Procedures for Tendering Notes" in the Tender Offer Memorandum. Any tender of Notes
for purchase pursuant to the Offer from a Noteholder that is unable to make these
representations will not be accepted. Each of the Offeror, the Dealer Managers and the
Information and Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of Notes for purchase pursuant to the Offer,
whether any such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Offeror determines (for any reason)
that such representation is not correct, such tender of Notes shall not be accepted.
 

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 6  1  Following the completion of the Tender Offer, the Offeror and/or its
subsidiaries will hold Notes in the principal amount of U.S.$104,322,000.

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Archive at www.dgap.de/ukreg

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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: RTE
   TIDM:          TCS
   LEI Code:      2534000KL0PLD6KG7T76
   Sequence No.:  4284


    
   End of Announcement EquityStory.RS, LLC News Service


   581825  09-Jun-2017 

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References

   Visible links
   1. file:///data/ucdp/tmp/xhtmlconvert_parsn_eqs_3IPVWZgz.html#_ftn1
   2. mailto:em_europe_lm@jpmorgan.com
   3. mailto:ol-liabilitymanagement-eu@ubs.com
   4. http://public-cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=9ac0a47c9f66d1bd1ead0ba65a09a719&application_id=581825&site_id=reuters8&application_name=news
   5. mailto:tinkoff@dfkingltd.com
   6. file:///data/ucdp/tmp/xhtmlconvert_parsn_eqs_3IPVWZgz.html#_ftnref1


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