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    TCS   US87238U2033

TCS GROUP HOLDING PLC

(TCS)
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TCS Group Holding PLC: Total conversion of Class B shares and reclassification and redesignation of all issued shares as 'ordinary shares'

01/07/2021 | 02:23am EDT
 
 TCS Group Holding PLC (TCS) 
TCS Group Holding PLC: Total conversion of Class B shares and 
reclassification and redesignation of all issued shares as 'ordinary shares' 
 
07-Jan-2021 / 10:22 MSK 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
 THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 
                OF REGULATION (EU) NO 596/2014 
 
                FOR IMMEDIATE RELEASE 
 
               TCS Group Holding PLC: Total conversion of Class B shares and 
reclassification and redesignation of all issued shares as 'ordinary shares' 
 
      Limassol, Cyprus - 7 January 2021. TCS Group Holding PLC (TCS LI) (the 
    "Group"), Russia's leading provider of online retail financial services, 
        today announces that it has received an instruction to implement the 
conversion of all outstanding 69,914,043 Class B shares in the Group held by 
         The Rigi Trust and the Bernina Trust, British Virgin Islands trusts 
     connected with Oleg Tinkov. It is anticipated that these Class B shares 
   shall be converted to Class A shares with effect from 7 January 2021. The 
        converted Class B shares rank pari passu in all respects and for all 
                purposes with each pre existing Class A share. 
 
     Following the conversion, each share shall carry a single vote, and the 
total number of votes capable of being exercised shall be equal to the total 
 number of issued shares (currently 199,305,492 shares following the Class B 
    share conversion). The number of GDRs in issue shall remain unchanged at 
                129, 391,443. 
 
     As a result of the conversion, Oleg Tinkov's voting rights in the Group 
 shall decrease from 84% to 35%. All issued shares shall be reclassified and 
redesignated as 'ordinary shares' and regulation 6 (previously incorporating 
  the special share rights) under the Articles of Association of the Company 
  shall be deemed deleted with effect from conversion. The Company will file 
      the updated Articles of Association with the Registrar of Companies in 
                Cyprus as soon as practicable. 
 
                Oleg Tinkov, Founder, commented: 
 
  "The share conversion decision announced today by the Tinkov family trusts 
  is a landmark in the history of the Group, reflecting the growing maturity 
  of the Company and its continuing evolution as a public company. I believe 
     that this is good for everyone! Every share now has equal weight on all 
    shareholder votes, and all shareholders' interests are aligned even more 
          closely. The Company has recently introduced a number of corporate 
      governance enhancements and I fully understand and share stakeholders' 
      expectations that this process will go further. The announcement today 
    therefore paves the way for further, wider-ranging governance changes in 
2021 and beyond. The Tinkoff Team is now actively working on the next phases 
 of our "corporate governance roadmap" which will be announced in the coming 
                months." 
 
For enquiries: 
 
                       Tinkoff                       Tinkoff 
Artem Lebedev                  Larisa Chernysheva 
PR Department                  IR Department 
+ 7 495 648-10-00 (ext. 2202)  + 7 495 648-10-00 (ext. 2312) 
Alexandr Leonov                Neri Tollardo 
+ 7 495 648-10-00 (ext. 35738) +44 7741 078383 
pr@tinkoff.ru                  ir@tinkoff.ru 
 
About the Group 
 
TCS Group Holding PLC is an innovative provider of online retail and SME 
financial services. It includes Tinkoff Bank, its mobile virtual network 
operator Tinkoff Mobile, Tinkoff Insurance, its asset management company 
Tinkoff Capital, Tinkoff Software DC, a network of development hubs in major 
Russian cities, and Tinkoff Education. The Group is currently developing 
Tinkoff ecosystem, which offers financial and lifestyle services. 
 
The Group was founded in 2006 by Russian entrepreneur Oleg Tinkov and has 
been listed on the London Stock Exchange since October 2013. 
 
The Group's key business is Tinkoff Bank, a fully online bank that serves 
over 12 mn customers and forms the core of the Tinkoff ecosystem. 
 
Tinkoff Bank is the second largest player in the Russian credit card market, 
with a share of 13.5%. The 3Q 2020 IFRS net income of TCS Group Holding PLC 
amounted to RUB 12.6 bn. The ROE was 45%. 
 
With no branches, the Group serves all its customers remotely via online 
channels and a cloud-based call centre. The centre is staffed by over 10,000 
employees, making it one of the largest in Europe. To ensure smooth delivery 
of the Group's products, the Group has a nationwide network of over 2,500 
representatives. 
 
In 2018, Global Finance named Tinkoff Bank the world's Best Consumer Digital 
Bank, and in 2020, 2019, 2018, 2016 and 2015, the Best Consumer Digital Bank 
in Russia. In 2017 and 2013, the Banker recognised Tinkoff Bank as the Bank 
of the Year in Russia. The bank's mobile app has been consistently praised 
by local and global independent experts as the best of its kind (in 2013, 
2014, 2015, 2016 by Deloitte and in 2018 by Global Finance). 
 
                Inside information 
 
   The information contained within this announcement is deemed by TCS Group 
 Holding PLC to constitute inside information as stipulated under the Market 
Abuse Regulation (EU) No.596/2014. Upon the publication of this announcement 
        via a Regulatory Information Service, this inside information is now 
    considered to be in the public domain. The person responsible for making 
   this announcement is Chris Owen, advisor to the Board of Directors of TCS 
                Group Holding PLC. 
 
                Other notices 
 
 This announcement is not intended to, and does not, constitute or form part 
       of any offer, invitation or the solicitation of an offer to purchase, 
         otherwise acquire, subscribe for, sell or otherwise dispose of, any 
              securities whether pursuant to this announcement or otherwise. 
 
ISIN:          US87238U2033 
Category Code: CON 
TIDM:          TCS 
LEI Code:      549300XQRN9MR54V1W18 
Sequence No.:  90978 
EQS News ID:   1158926 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

January 07, 2021 02:22 ET (07:22 GMT)

Stocks mentioned in the article
ChangeLast1st jan.
LONDON STOCK EXCHANGE PLC -1.39% 7022 Delayed Quote.-21.45%
TCS GROUP HOLDING PLC -3.95% 63.96 Delayed Quote.100.00%
US DOLLAR / RUSSIAN ROUBLE (USD/RUB) -0.13% 74.1613 Delayed Quote.-0.40%
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Financials (USD)
Sales 2021 1 623 M - -
Net income 2021 738 M - -
Net Debt 2021 - - -
P/E ratio 2021 17,5x
Yield 2021 0,10%
Capitalization 12 916 M 12 916 M -
Capi. / Sales 2021 7,96x
Capi. / Sales 2022 6,95x
Nbr of Employees 25 970
Free-Float 78,0%
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Mean consensus HOLD
Number of Analysts 14
Average target price 54,26 $
Last Close Price 65,80 $
Spread / Highest target 9,42%
Spread / Average Target -17,5%
Spread / Lowest Target -54,4%
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Managers and Directors
NameTitle
Constantinos Economides Chairman
Jacques der Megredichyan Independent Non-Executive Director
Martin Robert Cocker Independent Non-Executive Director
Alexios Ioannides Director
Maria Trimithiotou Director
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