EquityStory.RS, LLC-News: Renaissance Securities (Cyprus) Ltd / Key word(s):
Offer
Renaissance Securities (Cyprus) Ltd: PROPOSED PLACING OF APPROX. USD 300
MILLION OF GLOBAL DEPOSITARY RECEIPTS REPRESENTING INTERESTS IN CLASS A
SHARES OF TCS GROUP HOLDING PLC (THE 'COMPANY') BY THE RIGI TRUST
2020-12-10 / 19:53 MSK
The issuer is solely responsible for the content of this announcement.
_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 Depositary 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 APPROX. USD 300 MILLION OF GLOBAL DEPOSITARY RECEIPTS
REPRESENTING INTERESTS IN CLASS A SHARES OF TCS GROUP HOLDING PLC (THE
"COMPANY") BY THE RIGI TRUST*
10 December 2020
THE RIGI TRUST ("Rigi Trust"), a British Virgin Islands trust connected with
Mr. Oleg Tinkov and the Tinkov family (the "Selling Shareholder"), announces
its intention to sell approximately USD 300 million of Global Depositary
Receipts representing interests in Class A Shares of the Company (the
"Placing Securities") (1 Global Depository Receipt = 1 Class A Share). If
sold in the amount of USD 300 million, the Placing Securities represent
approximately 4.6per 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 United States in accordance with Regulation S under the U.S. Securities
Act of 1933, as amended (the "Securities Act") and to qualified
institutional buyers in the United States in accordance with Rule 144A under
the Securities Act.
Any of the Company's shares and Global Depositary Receipts held by the
Selling Shareholder (through Rigi Trust and other entities) which are not
sold in the Placing will be subject to a lock-up of 180 days, subject to
customary exceptions. Assuming the amount of USD 300 million of the Placing
Securities are sold, the Selling Shareholder (through Rigi Trust and other
entities) will continue to hold approximately 35.8per cent of the issued
share capital of the Company. By giving a lock-up undertaking, Mr. Oleg
Tinkov as the Selling Shareholder reaffirms his ongoing commitment to the
Company he founded and remains the controlling shareholder.
Renaissance Capital is acting as Sole 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 Rigi Trust 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 Rigi Trust.
The Company will not receive any proceeds from the Placing.
*Important Notice*:
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
Regulation (EU) 2017/1129 (as amended) (the "*Prospectus Regulation*"); and
(2) in the United Kingdom, Qualified Investors (i) who 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, as amended (the "*Order*") and Qualified Investors falling within
Article 49(2)(a) to (d) of the Order, and (ii) to whom an offer of the
Placing Securities may otherwise lawfully be made (all such persons 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 (i)
in the United Kingdom, by persons who are not Relevant Persons, and (ii) in
any Relevant State, by persons who are not Qualified Investors. Any
investment or investment activity to which this document relates is
available only to (i) in the United Kingdom, Relevant Persons, and (ii) in
any Relevant State, Qualified Investors, and will be engaged in only with
such 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 Rigi Trust (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 Rigi Trust and the Bookrunner to
inform themselves about and to observe any applicable restrictions.
No action has been undertaken or will be undertaken to make an offer to the
public of the Placing Securities sold by Rigi Trust requiring a publication
of a prospectus in any Member State of the European Economic Area. As a
consequence, the Placing Securities may only be offered or sold in any
Member State of the European Economic Area pursuant to an exemption under
the Prospectus Regulation.
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
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 Securities Act or offered in a transaction exempt from,
or not subject to, the registration requirements of the 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 U.S.
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 Rigi Trust (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 (MORE TO FOLLOW) Dow Jones Newswires
December 10, 2020 11:53 ET (16:53 GMT)
