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TCS Group Holding PLC / Miscellaneous - High Priority
Tinkoff Bank Roadshow Announcement
31-May-2017 / 10:53 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, an innovative provider of online retail financial services,
the second largest credit card issuer in Russia, rated BB- by Fitch, B1 by
Moody's and A by ACRA, has mandated J.P. Morgan and UBS Investment Bank as
Global Coordinators, Joint Lead Managers and Bookrunners and BCP
Securities, BCS Global Markets, Pareto Securities, REGION BC LLC and
Renaissance Capital as Joint Lead Managers to arrange a series of fixed
income investor meetings in Moscow and Europe, commencing on 2 June 2017.
A Reg S only US$-denominated subordinated Additional Tier 1 perpetual
non-call 5.25-year Loan Participation Notes offering with an expected
rating of B- by Fitch will follow, subject to market conditions. Tinkoff
Bank has also mandated J.P. Morgan and UBS Investment Bank as Joint Dealer
Managers for a Tender offer for its US$-denominated subordinated Notes due
in 2018 which is scheduled to expire on June 8th. FCA/ICMA stabilization
applies."
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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The EquityStory.RS, LLC Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
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: MSCH
TIDM: TCS
LEI Code: 2534000KL0PLD6KG7T76
Sequence No.: 4249
End of Announcement EquityStory.RS, LLC News Service
579019 31-May-2017
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