THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS NOT GOVERNED BY THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THEREFORE DOES NOT FALL UNDER RULE 2.4. OF THE CODE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE OR OTHERWISE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
FOR IMMEDIATE RELEASE
22 September 2020
TCS Group Holding PLC
Statement regarding media speculation
TCS Group Holding PLC ("Tinkoff" or "the Company") notes the media speculation and confirms that it is in discussions with Yandex N.V. ("Yandex") regarding a possible offer by Yandex for the entire issued and to be issued share capital of Tinkoff (the "Potential Transaction").
The parties have come to an agreement in principle on a transaction that would consist of cash and share consideration worth approximately $5.48 billion or $27.64 per Tinkoff share which, based on the Closing Price of Yandex shares on 21 September 2020, would represent a premium of approximately:
- 8.0 per cent. to the Closing Price per Tinkoff GDR of $25.60 on 21 September 2020;
- 10.4 per cent. to the volume weighted average Closing Price per Tinkoff GDR of $25.04 for the one-month period ended on 21 September 2020; and
- 16.9 per cent. to the volume weighted average Closing Price per Tinkoff GDR of $23.65 for the three-month period ended on 21 September 2020.
The final terms are subject to the satisfactory completion of due diligence and agreement on definitive documentation, including agreement regarding conditions to closing. There can be no certainty that any firm offer will be made for the Company, nor as to the final terms on which any firm offer might be made.
The current intention of Tinkoff and Yandex is for the Potential Transaction to be implemented by means of a scheme of arrangement of Tinkoff. As a result, the Potential Transaction will be subject to the jurisdiction of the Cyprus courts under sections 198 to 200 of the Companies Law of the Republic of Cyprus (Cap. 113) and the Cyprus Securities and Exchange Commission pursuant to the Takeover Bids Law, Law no. 41(I)/2007 (as amended) (to the extent determined to be applicable).
This announcement has been made by Tinkoff with the prior agreement and approval of Yandex.
A further announcement will be made if and when appropriate.
TCS Group Holding PLC
Artem Lebedev, PR Department Tel: +7 495 648 1000 (ext. 2202)
Neri Tollardo, IR Department Tel: +44 7741 078383
J.P. Morgan (Sole Financial Adviser to TCS)
(RUS) Vladimir Blinov / Sergey Zyryaev Tel: +7 495 967 1000
(UK) James Robinson / Jonty Edwards Tel: +44 20 7742 4000
TCS Group Holding PLC
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, 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.
Article 4 of Directive 2004/25/EC on Takeover Bids
If a decision is made to instead implement the Potential Transaction by means of a contractual takeover offer, it will be subject to the shared jurisdiction of the Cyprus Securities and Exchange Commission and the Panel on Takeovers and Mergers in the UK. Pursuant to article 4 of Directive 2004/25/EC on Takeover Bids, the Cyprus Securities and Exchange Commission's relevant legislation will apply in respect of employee information and company law matters and the UK's City Code on Takeovers and Mergers will apply in respect of consideration and procedural matters. In this case, a further announcement will be made if and when appropriate.
The information contained within this announcement is deemed by Tinkoff 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, Tinkoff's advisor to the Board of Directors.
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.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is authorised in the UK by the Prudential Regulation Authority and regulated in the UK by the Prudential Regulation Authority and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Tinkoff and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Tinkoff for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.