TCS Group Holding PLC (TCS)
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TCS Group Holding PLC
Notice of EGM: up to USD300M primary capital raising
Limassol, Cyprus - 4 June 2019. TCS Group Holding PLC (TCS LI) (the "Group"), Russia's leading provider of online financial and lifestyle services via its Tinkoff.ru ecosystem, today announces that an Extraordinary General Meeting of Shareholders (EGM) will take place at 9.00 am on 27 June 2019 at the Group's registered office, 5th floor, 25 Berengaria, Spyrou Araouzou 25, 3036 Limassol, Cyprus.
The Group aims to complete up to a USD300m primary capital raising which would ensure that it has the necessary capital to seize the current profitable growth opportunity identified while maintaining ample capital buffers.
The capital raising would be carried out through a bookbuilding exercise addressed to institutional and other qualifying investors and coordinated by Morgan Stanley, Renaissance Capital and UBS Investment Bank (the "Offering"). While the Offering would be non-preemptive, the Group will use reasonable endeavours to prefer in allocations institutional and certain existing qualifying shareholders of the Company wishing to participate in the Offering, as will be further detailed in the disclosure document to be published in connection with the Offering. Subject to EGM approval and market conditions, it is expected that the Offering will be executed shortly after the EGM. The EGM agenda includes:
The record date for the EGM is 25 June 2019.
The Notice of EGM is available on the Group's website at https://www.tinkoff.ru/eng/
The management team will explain the background to these capital raising proposals at an investor and analyst conference call at 2.00pm UK time (4.00pm Moscow time, 09.00am U.S. Eastern Daylight Time), on Tuesday, 4 June 2019.
Oliver Hughes, CEO of Tinkoff, commented: 'We grew our net loans portfolio by 21% in 1Q19 alone. This growth trend continues into 2Q19 as evidenced by our monthly RAS reports. We are therefore pleased to announce an upgrade to our loan growth guidance for the year to at least 60%.
More than half of this growth is driven by our new credit business lines (personal loans, POS loans, car loans, and home equity loans). These loans already comprised 32% of our loan book at the end of 1Q19. Many of these loans are cross-sold to existing customers whom we have brought into our ecosystem through current accounts and lifestyle services; they are also sold to new-to-bank mass-affluent and affluent customers. The initial results of new loan product pilots are positive and we are therefore planning to scale up these business-lines thereby continuing our loans growth.
This loan growth is happening against a backdrop of four RWA uplifts in the period from March 2017 to April 2019. We have been weighing the various alternatives to ensure we have an adequate capital position to support this growth, including an up to $300m primary capital raise which would ensure that we have the necessary capital to seize the current profitable growth opportunity and to maintain ample capital buffers in the future.'
To participate in the conference call, please use the following access details:
Please register approximately 10 minutes prior to the start of the call.
About the Group
TCS Group Holding PLC is an innovative provider of online retail financial services. It includes Tinkoff Bank, mobile virtual network operator Tinkoff Mobile, Tinkoff Insurance, and Tinkoff Software DC, a network of development hubs in major Russian cities. The Group also has Tinkoff.ru, an evolving ecosystem that 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, the country's first and only direct bank and the core of the Tinkoff.ru ecosystem.
Tinkoff Bank is the second largest player in the Russian credit card market, with a share of 12.4% as of 1 April 2019. The 1Q'19 IFRS net income of TCS Group Holding PLC amounted to RUB 7.2 bn, ROE stood at 64.4%.
With no branches, the Group serves all its customers remotely via online channels and a cloud-based call centre staffed by over 10,000 employees, which makes 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, in 2018, 2016 and 2015, the Best Consumer Digital Bank in Russia, and in 2017 and 2013 The Banker recognised it 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).
This announcement is not an offer for sale of securities in the United States or any other country. The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state of the United States or other jurisdiction and may not be offered, sold, pledged or otherwise transferred in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws.
This announcement is directed only at persons (i) outside the United Kingdom; (ii) that 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"); (iii) 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.
In member states of the EEA, this announcement is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended.
Morgan Stanley, Renaissance Capital and UBS Europe SE (the "Banks") are each acting exclusively for the Group and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than TCS Group Holding PLC for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
To the fullest extent permitted under applicable law, none of the Banks or any of their respective affiliates, directors, officers, limited or unlimited partners, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to TCS Group Holding PLC or the Group, or their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Group and Tinkoff Bank. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", the negative of such terms or other similar expressions. The Group and Tinkoff Bank wish to caution you that these statements are only predictions and that actual events or results may differ materially. The Group and Tinkoff Bank do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Group and Tinkoff Bank, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries the Group operates in, as well as many other risks specifically related to the Group, Tinkoff Bank and their respective operations.
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