Offer Documents

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The materials contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

The information contained herein and on the pages that follow does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or in any jurisdiction or jurisdictions in which such offers or sales are unlawful. The securities referred to herein and on the pages that follow have not been nor will they be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred, delivered or distributed, directly or indirectly, within the United States absent a registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of the securities in the United States. The information contained on this website, therefore, is not available to persons within the United States unless they are “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act (“Qualified Institutional Buyers”).

In member states of the European Economic Area, these materials are directed only at persons who are “qualified investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state (the “Prospectus Directive”) (the “Qualified Investors”). 

These materials are only being distributed to and are only directed at persons inside the United Kingdom who are Qualified Investors and (1) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (2) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (3) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”).  Any investment activity to which the materials relate is only available to and will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on these materials.

These materials are only being distributed to and are only directed at persons in Cyprus who are “Professional Clients” as defined in the Investment Services and Activities and Regulated Markets Law 2017 (the “Professional Clients”). Any investment activity to which the materials relate is only available to and will only be engaged with Professional Clients. Any person who is not a Professional Client should not act or rely on these materials.

In addition, the information contained herein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained herein is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs”) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law. The securities mentioned herein have not been and will not be registered in Russia and are not intended for “placement” or “circulation” in Russia (each as defined in Russian securities laws) unless and to the extent otherwise permitted under Russian law.

The information on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. TCS Group Holding PLC does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance.

The information on the pages that follow is current only as of its date and shall not, under any circumstances, create any implication that the information contained therein is correct as of any time subsequent to the date thereof or that there has been no change in the financial condition or affairs of TCS Group Holding PLC since such date. The information on the pages that follow may be updated from time to time and there is no undertaking by TCS Group Holding PLC to post any such amendments or supplements on this website.

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