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
[email protected] [email protected]
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
(ΤΕΛΟΣ) Dow Jones Newswires
07 Ιανουαρίου 2021 02:22 ET (07:22 GMT)