Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON
News: Latest News
Latest NewsCompaniesMarketsEconomy & ForexCommoditiesInterest RatesBusiness LeadersFinance Pro.CalendarSectors

EQS-News: 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

12/10/2020 | 11:54am EDT
 
 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)

Stocks mentioned in the article
ChangeLast1st jan.
RS PUBLIC COMPANY LIMITED -0.81% 24.4 End-of-day quote.41.04%
TCS GROUP HOLDING PLC -2.86% 64.08 Delayed Quote.100.00%
US DOLLAR / RUSSIAN ROUBLE (USD/RUB) -0.19% 74.1142 Delayed Quote.-0.40%
Latest news "Companies"
10:06aFACTSET RESEARCH  : SEC Addresses Fund Leverage Risk with Rule 18f-4
PU
10:06aSAMSUNG ELECTRONICS  : Showcases New Design Frontiers in Bespoke Home With Limited Edition Design Collaborations
PU
10:06aINWIT S P A  : among the companies best at communicating Sustainability
PU
10:06aGREAT BRITISH URBAN ESCAPES : Let's go adventuring again
PU
10:06aSOFTEON  : Extends Unique Capabilities to Manage and Optimize Material Handling System Performance, from Voice to Put Walls to Mobile Robots
BU
10:05aHELIOS TECHNOLOGIES  : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (form 10-Q)
AQ
10:05aCanadian Global Leader in Video Production Technology, Ross Video, Receives Official Designation as a Canadian Compassionate Company (CCC)
BU
10:04aCROSSAMERICA PARTNERS LP  : Q1 2021 Earnings Call Presentation
PU
10:04aKORIAN  : Universal Registration Document 2020
PU
10:04aUPM KYMMENE OYJ  : Raflatac first label materials supplier to have U.S. factories certified to Food Safety Management standard
PU
Latest news "Companies"