TCS.L Regulatory News (TCS)

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

FOR IMMEDIATE RELEASE

TCS Group Holding PLC: Statement regarding termination of discussions

TCS Group Holding PLC ("Tinkoff" or "the Company") refers to its announcement of 22 September 2020 that it was in discussions with Yandex N.V. ("Yandex") regarding a possible cash and share offer by Yandex for the entire issued and to be issued share capital of Tinkoff (the "Potential Transaction").

Following further discussions, including with Tinkoff's controlling shareholder, the parties have agreed not to proceed with the Potential Transaction.  Negotiations between the parties with respect to the Potential Transaction have therefore been terminated, effective immediately.

Tinkoff looks forward to continuing to partner with Yandex on current and future projects. The Tinkoff team greatly admires the Yandex team and wishes them success in building their business in the future.

Tinkoff looks forward to updating the market on its positive third quarter results in due course.

This announcement has been made by Tinkoff with the prior agreement and approval of Yandex.

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.

The Group was founded in 2006 by Russian entrepreneur Oleg Tinkov and has been listed on the London Stock Exchange and on the Moscow Exchange.

The Group's key business is Tinkoff Bank, a fully online bank that serves over 11 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 13.2%. The 1H 2020 IFRS net income of TCS Group Holding PLC amounted to RUB 19.3bn. The ROE was 38.4%.

With no branches, the Group serves all its customers remotely via online channels and a cloud-based call centre. To ensure smooth delivery of the Group's products, the Group has a proprietary nationwide network of representatives.

In 2018, Global Finance named Tinkoff Bank the world's Best Consumer Digital Bank, in 2019, 2018, 2016 and 2015, the Best Consumer Digital Bank in Russia, and in 2019, the Best Consumer Digital Bank in Central and Eastern Europe. In 2017 and 2013, the Banker recognised Tinkoff Bank as the Bank of the Year in Russia. The bank's mobile app has consistently received top industry ratings and awards (in 2013, 2014, 2015, 2016 by Deloitte and in 2018 by Global Finance).

Inside information

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.

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.

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.