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TCS Group Holding PLC (TCS)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH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 PLACING OF APPROXIMATELY 12 MILLION GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A SHARES OF TCS GROUP HOLDING PLC (THE "COMPANY") BY TADEK HOLDING & FINANCE S.A.
20 November 2017
Tadek Holding & Finance S.A. ("Tadek"), a company connected with Mr. Oleg Tinkov (the "Selling Shareholder"), announces its intention to sell approximately 12 million Global Depositary Receipts representing interests in Class A Shares of the Company (the "Placing Securities") (1 Global Depository Receipt = 1 Class A Share). The Placing Securities represent approximately 6.6 per cent of the Company's issued share capital.
The Placing Securities are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. The offering is being made to institutional investors outside the US in accordance with Regulation S of the US Securities Act of 1933, as amended (the "US Securities Act") and to qualified institutional buyers in the US in accordance with Rule 144A of the US Securities Act.
Any of the Company's shares and Global Depositary Receipts held by the Selling Shareholder (through Tadek and other entities) which are not sold in the Placing will be subject to a 180-day lock-up, subject to customary exceptions. Assuming all of the Placing Securities are sold, the Selling Shareholder (through Tadek and other entities) will continue to hold approximately 48 per cent of the issued share capital of the Company.
Morgan Stanley & Co. International plc is acting as bookrunner in connection with the Placing (the "Bookrunner").
The final number of Placing Securities to be placed and the placing price will be agreed by the Bookrunner and Tadek at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Bookrunner and Tadek.
The Company will not receive any proceeds from the Placing.
Members of the general public are not eligible to take part in the Placing. 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 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 Placing Securities 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 placing 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 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 Placing Securities in certain jurisdictions may be restricted by law. No action has been taken by Tadek (or any affiliates thereof) or the Bookrunner or any of its affiliates that would, or which is intended to, permit a public offer of the Placing Securities in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Tadek and the Bookrunner 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 Placing Securities sold by Tadek requiring a publication of a prospectus in any Relevant Member State. As a consequence, the Placing Securities 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 Placing Securities 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 Placing Securities 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 Placing Securities in the United States or elsewhere.
The Placing Securities 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 placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Tadek (or any affiliate thereof) or the Bookrunner or any of its affiliates.
The information with respect to 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 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 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.
Morgan Stanley & Co. International plc is authorised by the Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and Financial Conduct Authority ("FCA"). The Bookrunner is acting exclusively for Tadek in connection with the placing and will not be responsible to anyone other than Tadek for providing the protections offered to its client, nor for providing advice in relation to the placing or any transaction, matter or arrangement referred to in this announcement.
In connection with the offering of the Placing Securities, the Bookrunner or any of its affiliates may take up a portion of the Placing Securities as a principal position and in that capacity may retain, purchase or sell for their own accounts such securities. In addition it may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of the Placing Securities. It does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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