US87238U2033, Bloomberg: TCS LI)

NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, BY, IN, INTO FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF LAW OR REGULATION

6 November 2024

ROEMER CAPITAL (EUROPE) LIMITED

Announcement of Invitation to Voluntary Tender

to the holders of Global Depositary Receipts representing interest in Class A Shares of TCS GROUP HOLDING PLC (Regulation S, ISIN: US87238U2033, Bloomberg: TCS LI) (“GDRs”)

THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 20 DECEMBER 2024 (“EXPIRATION TIME”).

Roemer Capital (Europe) Limited (the “Purchaser”) is inviting certain holders of GDRs to tender for the sale of up to 4,762,000 units of GDRs for cash at a purchase price of USD 10.5 per 1 GDR (the “Purchase Price”), subject to the terms and conditions set out the Invitation to Voluntary Tender Memorandum (the “Memorandum”) and template tender instructions (the “Tender Instruction”) each available on the designated website  https://roemercapital.com/news/tcs/ (collectively, the “Tender Documents”).

The Purchaser is a private company limited by shares, incorporated and registered in the Republic of Cyprus with company number HE 333287, whose registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE, Floor 4, Office 4, 3032 Limassol, Cyprus. The Purchaser is authorised and regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996, 1306 Nicosia, Cyprus, CIF Licence Number 305/16. The Purchaser is not affiliated with TCS Holding PLC or its management.

TENDER DOCUMENTS

Memorandum: Link

Template Tender Instruction: Link

THE INFORMATION CONTAINED IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS.

FOR THE AVOIDANCE OF DOUBT, GDRs THAT ARE NOT AVAILABLE FOR SETTLEMENT WITHIN EUROCLEAR BANK SA/NV SETTLEMENT SYSTEM (INCLUDING, WITHOUT LIMITATION, ANY GDRs HELD THROUGH CLEARSTREAM BANKING S.A.) ARE NOT DEEMED ELIGIBLE GDRs FOR THE PURPOSE OF THIS MEMORANDUM.

THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED GDRs, NOT TO PURCHASE ANY ELIGIBLE GDRs OR TO EXTEND, RE-OPEN, WITHDRAW OR TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS, INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE PURCHASER.

THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD OR SHOULD NOT TENDER ELIGIBLE GDRs PURSUANT TO THE TENDER DOCUMENTS. ALL ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED INTO IN ACCORDANCE TO THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY REASON.

NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE GDRs (AND TENDERS OF GDRs FOR PURCHASE PURSUANT TO THE INVITATION TO TENDER WILL NOT BE ACCEPTED FROM ELIGIBLE SELLERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

FOR FURTHER INFORMATION

Roemer Capital (Europe) Limited
Georgiou Karaiskaki, 17
LIMASSOL BUSINESS CENTRE, Floor 4, Office 4
3032 Limassol
Cyprus

https://roemercapital.com/news/tcs/

tcs@roemercapital.com

Bloomberg EMSX ID: ROME