TCS Group: Beste Onlinebank in Russland und der Welt? Die Tinkoff Bank: Neobanking + Mobile Banking

[Maxbox]

TCS GROUP HOLDING PLC
Q&A: REDOMICILIATION TO RUSSIA, CONVERSION OF GLOBAL
DEPOSITARY RECEIPTS AND OTHER ISSUES
This document contains general answers to frequently asked questions in connection with decisions
made in relation to TCS Group Holding PLC (the "Company"). This document has been prepared for
information purposes only. The information contained herein is not exhaustive and is subject to change
by the Company at any time. This information should not be construed as advice or interpreted as
investment, legal or other advice or recommendation under any law, including Russian law.
Investments in securities, including GDRs, involve significant risk. Past returns do not guarantee future
returns. Indications of possible future returns are not promises or even estimates of actual returns that
an investor may achieve.
Investments in securities may be restricted by applicable laws and regulations, and investors should
therefore carefully consider their own investment opportunities, applicable restrictions, tax, and other
consequences.
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TABLE OF CONTENTS
1. WHAT DOES THE DECISION TO REDOMICILE MEAN FOR THE COMPANY? ............................. 3
2. HOW AND WHY WAS THE DECISION TO REDOMICILE MADE? ................................................... 3
3. WHAT IS THE TIMEFRAME FOR REDOMICILIATION? ................................................................... 3
4. WHAT WILL HAPPEN TO THE LISTING OF THE COMPANY'S GLOBAL DEPOSITARY RECEIPTS
ON THE LONDON STOCK EXCHANGE? ......................................................................................... 3
5. WHAT WILL HAPPEN TO THE SECONDARY LISTING OF GDRS ON THE MOSCOW STOCK
EXCHANGE? ...................................................................................................................................... 4
6. WHO WILL BE THE NEW DEPOSITARY BANK OF THE GDRS? .................................................... 4
7. WHAT HAPPENS TO THE GDR PROGRAMME WHEN CHANGING THE DEPOSITARY BANK? .. 4
8. WHAT HAPPENS TO GDR AFTER DELISTING FROM THE LSE AND REDOMICILIATION?
IS THERE ANY PROCEDURE FOR THEIR CONVERSION INTO SHARES? .................................. 5
9. AT WHAT RATIO WILL GDR BE CONVERTED INTO TCS HOLDING SHARES? ............................ 7
10. WHAT ARE A TIMELINE AND A PROCEDURE FOR THE CONVERSION OF GDRS INTO
TCS HOLDING SHARES? ................................................................................................................. 7
11. CAN A FOREIGN GDR HOLDER RECEIVE SHARES TO AN ACCOUNT WITH A FOREIGN
BROKER/DEPOSITORY AFTER CONVERSION? ............................................................................ 7
12. CAN A FOREIGN GDR HOLDER CONVERT THE GDRS INTO SHARES USING A BROKERAGE
ACCOUNT OF A THIRD PARTY IN WHOSE NAME SUCH ACCOUNT HAS ALREADY BEEN
OPENED IN RUSSIA? ........................................................................................................................ 7
13. WILL IT BE POSSIBLE TO SELL TCS HOLDING SHARES AFTER CONVERSION? ...................... 8
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1. WHAT DOES THE DECISION TO REDOMICILE MEAN FOR THE COMPANY?
Redomiciliation means that registration of TCS Group Holding PLC (the "Company") will be
transferred from Cyprus to the Russian Federation. The Company will continue to exist in Russia in
the form of an International Company Public Joint Stock Company TCS Holding ("TCS Holding")
registered in a special administrative district on Russky Island.
The redomiciliation will be carried out in accordance with Federal Law No. 290-FZ dated 03 August
2018 "On International Companies and International Funds".
2. HOW AND WHY WAS THE DECISION TO REDOMICILE TAKEN?
On 15 January 2024, the Extraordinary General Meeting of Shareholders adopted a set of resolutions
aimed at redomiciling the Company to Russia. The decisions taken relate to making the necessary
amendments to the Company's Articles of Association, issuance of TCS Holding shares and other
issues.
The vast majority of the Company's assets are located and generate revenue in Russia. Therefore,
the reasons for redomiciling to Russia include, among other things, maintaining the Company's
strategic focus on the Russian market, preserving the equity value for all shareholders, and ensuring
execution of their rights.
3. WHAT IS THE TIMEFRAME FOR REDOMICILIATION?
The redomiciliation procedure includes several stages, which are carried out in Russia and Cyprus.
The Company expects that the main stages of redomiciliation will be completed in the first quarter of
2024.
Important news regarding the redomiciliation will be published on the Company's website at:
https://tinkoff-group.com/corporate-governance/governance-documents/." target="_blank" rel="nofollow ugc noopener">https://tinkoff-group.com/corporate-governance/governance-documents/.
4. WHAT WILL HAPPEN TO THE LISTING OF THE COMPANY'S GLOBAL DEPOSITARY RECEIPTS
ON THE LONDON STOCK EXCHANGE?
The Company's Global Depositary Receipts (ISIN US87238U2033 and US87238U1043) ("GDRs") are
currently listed on the London Stock Exchange ("LSE", London Stock Exchange) and have a
secondary listing on the Moscow Exchange.
However, the LSE effectively suspended trading in respect of the GDRs with effect from 03 March
2022. Since then, the Company has not received any information that trading on the LSE may be
resumed. Further, the Company is also effectively prevented from complying with the regulatory news
disclosure requirements of the LSE.
These were important reasons why the Board of Directors of the Company decided to proceed with
delisting of the GDRs from the LSE. In this regard, the Company has submitted the following
applications:
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(i) on termination of the listing of the GDRs on the Official List of the Financial Conduct Authority
of the United Kingdom ("FCA", Financial Conduct Authority) – to the FCA;
(ii) on termination of the GDRs’ admission to trading on the LSE’s Main Market – to LSE.
The Company expects that the listing of the GDRs on the LSE will be terminated on 31 January 2024
at 08:00 (London time) and the last day for the listing of the GDRs on the LSE will be 30 January 2024.
Information on the termination of listing (delisting) on the LSE will be published on the Company's
official website at: https://tinkoff-group.com/corporate-governance/governance-documents/," target="_blank" rel="nofollow ugc noopener">https://tinkoff-group.com/corporate-governance/governance-documents/, and also
on the website of the Interfax Corporate Information Disclosure Centre ("Interfax CIDC").
5. WHAT WILL HAPPEN TO THE SECONDARY LISTING OF GDRS ON THE MOSCOW STOCK
EXCHANGE?
The Company is taking measures to maintain its GDR listing on the Moscow Exchange. One of the
results of redomiciliation will be the listing of TCS Holding shares on the Moscow Exchange. The
Company has no plans to list the GDRs or shares on other alternative exchanges.
Please also refer to the comments to Questions 7 – 13 below.
6. WHO WILL BE THE NEW DEPOSITARY BANK OF THE GDRS?
The Company has notified JPMorgan Chase Bank, N.A. ("JPM"), the depositary bank for the GDRs,
of its intention to change the depositary bank. RCS Issuer Services S.AR.L. ("RCS") has been selected
as the new depositary bank.
The Company expects to complete transfer of the GDR program to RCS by 01 February 2024.
7. WHAT HAPPENS TO THE GDR PROGRAMME AFTER CHANGE OF THE DEPOSITARY BANK?
(a) Holders of the GDRs accounted for within the National Settlement Depository and other Russian
depositories
Holders of GDRs accounted for within the National Settlement Depository ("NSD") and Russian
depositories, regardless of the GDR program (Rule 144A or Reg S), are not required to take any
additional actions in connection with a depositary change.
(b) Rule 144A Program (Rule 144A GDR Program, ISIN US87238U1043)
The Company expects that Rule 144A GDR Program (ISIN US87238U1043) will be terminated
from 01 February 2024.
Effective from 01 February 2024, JPM will not pass on dividends or take any other action as
depositary for the Rule 144A GDR Program, except for the case where any Rule 144A GDRs
remain outstanding. In such a case, the depositary must:
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(i) if possible, as soon as practicable, sell the deposited property held by it under the Rule
144A GDR Program and deliver the net proceeds pro rata to the remaining Rule 144A GDR
holders; or
(ii) deliver all deposited property under the Rule 144A GDR Program to the Company, which
shall then use reasonable endeavours to deliver such deposited property to GDR holders.
Important: If the depositary is unable to take actions described above, holders of Rule 144A
GDRs will remain eligible indirect shareholders of the Company and will be entitled to convert the
GDRs into TCS Holding shares. Please also see the comments to Question 8 below for further
details.
Important: Please note that we cannot guarantee that (or on what terms) the depositary will be
able to sell the deposited property remaining in the Rule 144A GDR Program or that the Company
will be able to transfer such property to the GDR holders.
Additional information may be received from JPM: https://www.adr.com/drprofile/87238U104.
(c) Regulation S GDR Program (ISIN US87238U2033)
Important: Holders of Regulation S GDRs (ISIN US87238U2033) are not required to take any
additional actions in connection with the depositary change. The depositary change will facilitate
the voluntary conversion procedure for investors following the Company's redomiciliation to
Russia.
Please also see the comments to Questions 8 – 12 below.
8. WHAT HAPPENS TO GDR AFTER DELISTING FROM THE LSE AND REDOMICILIATION?
IS THERE ANY PROCEDURE FOR THEIR CONVERSION INTO SHARES?
Following the delisting of the GDRs on the LSE and until the termination of the GDR program, these
securities outside Russia will only be available for over-the-counter (OTC) transactions. In fact, this
situation existed since 03 March 2022, when the LSE suspended trading of the Company's GDRs. At
the same time, the Company is taking measures to ensure that the GDRs continue to be traded on the
Moscow Exchange.
Following the Company's registration as TCS Holding in Russia:
(a) Measures will be taken to terminate the GDR program
The Company will be required to take steps to discontinue its GDR program. Information on this
will be published on the Company's website at: https://tinkoff-group.com/corporate-
governance/governance-documents/, as well as on Interfax CIDC website.
Regulatory References: Article 5(2) of Federal Law No. 452-FZ dated 04 August 2023 "On
Amendments to Certain Legislative Acts of the Russian Federation" ("Federal Law No. 452-FZ").
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(b) TCS Holding shares will be listed on the Moscow Exchange
TCS Holding shares will be listed on the Moscow Exchange. Important news related to the listing
of shares on the Moscow Exchange will be published on the Company's website at: https://tinkoff-
group.com/corporate-governance/governance-documents/.
Regulatory References: Article 5(5) of Federal Law No. 452-FZ.
(c) GDRs accountable for within Russian depositories will be automatically converted into
TCS Holding shares
GDRs accountable for within Russian depositories will be automatically converted into
TCS Holding shares in accordance with the procedure and terms approved by the Board of
Directors of the Central Bank of the Russian Federation (the "Board of Directors of the Bank of
Russia").
Regulatory References: Article 5(15 – 16) of Federal Law No. 452-FZ, Resolution of the Board of
Directors of the Bank of Russia dated 15 September 2023 "On Establishing the Procedure and
Terms of Automatic Conversion...".
(d) GDRs accountable for within foreign depositories may be converted on a voluntary basis
GDRs accountable for within foreign depositories are not subject to the procedure of automatic
conversion of GDRs into TCS Holding shares. Voluntary conversion must be carried out with the
assistance of investors’ brokerage firm and/or depositary bank.
Conversion instructions will be published shortly on the Company's website at: https://tinkoff-
group.com/corporate-governance/governance-documents/.
(e) GDRs accountable for within foreign depositories may be subject to the forced conversion
A GDR holder whose rights are accountable for by a foreign depositary may have to apply for a
forced conversion of the GDRs.
Forced conversion is possible if a GDR holder is unable to receive shares because of restrictive
measures imposed on him or her, on persons related to him or her, or on a foreign entity in which
his or her GDRs are accountable for, or because a foreign state, international organization, or a
foreign financial institution has taken unfriendly actions against any of these persons, or in case
foreign brokerage firms or a depositary bank are not assisting in the voluntary conversion.
Conversion instructions will be published shortly on the Company's website at: https://tinkoff-
group.com/corporate-governance/governance-documents/.
Regulatory References: Article 5(20 – 26) of Federal Law No. 452-FZ.
(f) GDR holder may claim compensation if GDRs are not converted
If a GDR holder does not take advantage of a voluntary or a forced conversion, and the GDRs
are not automatically converted into shares as described above, such holder will be entitled to
claim monetary compensation from the depositary bank (JPM for Rule 144A Program, and RCS
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for Reg S Program) in an amount equal to the value of the GDRs held by such GDR holder. In
such case, the depositary bank will be authorised to dispose of the Company's shares
represented by the GDRs and will use the proceeds to pay compensation to the GDR holders.
9. AT WHAT RATIO WILL GDR BE CONVERTED INTO TCS HOLDING SHARES?
Each GDR corresponds to one ordinary share of TCS Holding.
On 15 January 2024, the Extraordinary General Meeting of Shareholders approved a resolution to
issue ordinary shares for the purpose of redomiciliation. The number of outstanding shares of TCS
Holding will be identical to the number of outstanding shares of TCS Group Holding PLC (199,305,492
shares).
10. ARE THERE A TIMELINE AND A PROCEDURE FOR THE CONVERSION OF GDRS INTO
TCS HOLDING SHARES?
The conversion procedure and its timeline will be published shortly on the Company's website at:
https://tinkoff-group.com/corporate-governance/governance-documents/." target="_blank" rel="nofollow ugc noopener">https://tinkoff-group.com/corporate-governance/governance-documents/.
Important: A prerequisite for conversion of GDRs into shares of TCS Holding under any of the
applicable procedures is a confirmation of ownership of GDRs as of the date of incorporation of TCS
Holding.
11. CAN A FOREIGN GDR HOLDER RECEIVE SHARES TO AN ACCOUNT WITH A FOREIGN
BROKER/DEPOSITORY AFTER CONVERSION?
The account for crediting shares shall be opened directly in TCS Holding register.
Following conversion and crediting of shares to an account in the register of TCS Holding, for securities
transactions, shares may be credited only to an account in a Russian depository or in a foreign
broker/depository that has a foreign nominee holder depo account in a Russian depository. Such
crediting will be conditional on successful completion of the KYC (Know Your Client) procedure with
the registrar in accordance with the conversion procedure, which will be published on the Company's
website (see answer to question 10 above).
12. CAN A FOREIGN GDR HOLDER CONVERT THE GDRS INTO SHARES USING A BROKERAGE
ACCOUNT OF A THIRD PARTY IN WHOSE NAME SUCH ACCOUNT HAS ALREADY BEEN
OPENED IN RUSSIA?
No, a GDR holder cannot use third party accounts. Brokerage and bank accounts in Russia must be
opened in the name of the person holding the GDRs.
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13. WILL IT BE POSSIBLE TO SELL TCS HOLDING SHARES AFTER CONVERSION?
Residents of the Russian Federation can sell shares after conversion. At the moment, TCS Holding
shares are not listed on the stock exchange, but the company plans to have a primary listing of
securities on the Moscow Exchange.
The disposal of shares of Russian issuers by non-residents is governed by Presidential Decree No. 95
dated 05 March 2022 and relevant clarifications to it, Presidential Decree No. 138 dated 03 March
2023, and Presidential Decree No. 81 dated 01 March 2022.
_______________________

[Maxbox]

Zitat von henner247: hat noch jemand die Aktien bzw. die ADRs?`

das ADR/GDR Programm wird ja jetzt eingestellt und man hat die Möglichkeit sie in die eigentlichen Aktien zu tauschen. Hat jemand Erfahrung, wie man das konkret macht? Ich habe leider nichts wirklich gefunden dazu.

Einstellung Börsen Notiz London
GDR Hinterlegungsstelle hat gewechselt
Wo siehst du eine Tauschoption ?
Hier die FAQ https://cdn.tinkoff-group.com/static/documents/0cdf199c-04b0…

[Maxbox]

Tinkoff Group announces results of voting at Extraordinary General Meeting of Shareholders on integration of Rosbank
MOSCOW – 8 May 2024
Tinkoff Group (MOEX: TCSG) (the “Group”, “Company”, or “Tinkoff”), a leading provider of online retail financial and lifestyle services, announces the results of voting at an Extraordinary General Meeting of Shareholders held on 8 May 2024.
The Extraordinary General Meeting was attended by 62% of all shareholders with voting rights. All decisions necessary for Rosbank integration into TCS Holding were supported by the overwhelming majority – 94% of all present.
The Group expects to finalise an additional share issue and conclude the transaction by the end of Q3 2024. It also intends to obtain all required regulatory approvals.
In Q4 2024, the Group plans to present a new development strategy that takes into account the integration of Rosbank into TCS Holding.
Alexey Malinovsky, Chairman of the Board of Directors at TCS Holding, said:
“The Board of Directors would like to thank the shareholders for their support of strategic initiatives aimed at driving the Group’s business forward. The integration of Rosbank into TCS Holding aligns with the best interests of all Group shareholders and unlocks additional opportunities for advanced qualitative growth of the Group’s business through the efficient use of capital, operational and business synergies with much greater economies of scale, and a complementary product offering for all customers.”

[henner247]

hat noch jemand die Aktien bzw. die ADRs?`

das ADR/GDR Programm wird ja jetzt eingestellt und man hat die Möglichkeit sie in die eigentlichen Aktien zu tauschen. Hat jemand Erfahrung, wie man das konkret macht? Ich habe leider nichts wirklich gefunden dazu.

[matjung]

Antwort auf Beitrag Nr.: 71.579.325 von rolm1 am 15.05.22 14:54:40

Zitat von rolm1: Gazprom beendet ja sein ADR-Program, was erhebliche Probleme für uns Aktionäre mit sich bringt.
Wie ist die Situation bei TCS Group?
Herzlichen Dank.

Konntest du jemanden finden, der eine gute Antwort auf die Frage hat.

[janlove25]

jemand ne Ahnung warum die Aktie die letzten Tage in Moskau so steigt?

[rolm1]

Gazprom beendet ja sein ADR-Program, was erhebliche Probleme für uns Aktionäre mit sich bringt.

Wie ist die Situation bei TCS Group?

Herzlichen Dank.

[e64]

Kaufen wenn die Kanonen donnern...
Schlaues Bürschen, dieser Potanin... Er hat für die 35% ganz sicher nicht zu viel bezahlt...
https://www.ibtimes.com/russian-billionaire-who-criticized-p…

[haowenshan]

Antwort auf Beitrag Nr.: 70.963.376 von haowenshan am 27.02.22 20:09:11

die russische Nationalbank hat die Zinsen auf 20% verdoppelt....

[haowenshan]

Antwort auf Beitrag Nr.: 70.963.136 von haowenshan am 27.02.22 19:24:20

bei anderen banken:
between 100 rubles and 150 rubles to buy $1