(As Defined Below) Located Outside of the United States
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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS (AS DEFINED BELOW) LOCATED OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the Preliminary Prospectus following this page and you are therefore advised to read this page carefully before reading, accessing or making any other use of the Preliminary Prospectus. In accessing the Preliminary Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuer (as defined in the Preliminary Prospectus), Goldman Sachs International or J.P. Morgan Securities plc as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED PRELIMINARY PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FORGOING RESTICTIONS, YOU ARE NOT AUTHORISED AND WILL BE ABLE TO PURCHASE ANY OF THE NOTES DESCRIBED IN THE ATTACHED DOCUMENT. Confirmation of your representation: In order to be eligible to view the attached Preliminary Prospectus or make an investment decision with respect to the securities being offered, prospective investors must be non-U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) located outside the United States. This Preliminary Prospectus is being sent to you at your request, and by accessing this Preliminary Prospectus you shall be deemed to have represented to the Issuer, Goldman Sachs International or J.P. Morgan Securities plc that and the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories and possessions, any state of the United States or the District of Columbia and (2) you consent to delivery of such Preliminary Prospectus by electronic transmission. You are reminded that this Preliminary Prospectus has been delivered to you on the basis that you are a person into whose possession this Preliminary Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Preliminary Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the joint lead managers or any affiliate of the joint lead managers is a licensed broker or dealer in the relevant jurisdiction, the offering shall be deemed to be made by joint lead managers or such affiliate on behalf of the Issuer in such jurisdiction. The attached Preliminary Prospectus may only be distributed to, and is directed at (a) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) high net worth entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within article 49(1) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents. The attached Preliminary Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, neither Goldman Sachs International or J.P. Morgan Securities plc, any person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary Prospectus distributed to you in electronic format and the hard copy version available to you on request from Goldman Sachs International or J.P. Morgan Securities plc. US$125,000,000 14.00 PER CENT. LOAN PARTICIPATION NOTES DUE 2018 to be issued by, but with limited recourse to, TCS Finance Limited, for the purpose of financing a subordinated loan to TCS Bank Issue Price: 100 per cent. TCS Finance Limited (the "Issuer"), incorporated as a limited liability company under the laws of Ireland, is offering (the "Offering") US$125,000,000 aggregate principal amount of loan participation notes due 2018 (the "Notes") for the sole purpose of financing a subordinated loan (the "Subordinated Loan") to TCS Bank ("TCS"), a closed joint stock company established under the laws of the Russian Federation, subject to and in accordance with a subordinated loan agreement dated 4 December 2012 (the "Subordinated Loan Agreement") among the Issuer and TCS. The Notes will have the terms and conditions (the "Conditions") set out under "Terms and Conditions of the Notes" and will be constituted by and in all respects subject to the provisions of a trust deed dated 6 December 2012 (as the same may be amended, restated or supplemented from time to time, the "Trust Deed") between the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee (the "Trustee" which expression shall include all trustees appointed from time to time in accordance with the Trust Deed). Pursuant to the Trust Deed, the Issuer will charge in favour of the Trustee, for the benefit of the Trustee and the Noteholders (as defined in the Conditions), by way of a first fixed charge, as security for its payment obligations in respect of the Notes and under the Trust Deed certain of its rights and interests in and under the Subordinated Loan Agreement and an account (the "Account") of the Issuer into which payments will be made pursuant to the Subordinated Loan Agreement, in each case, other than in respect of the Reserved Rights (as defined below), all as more fully described under "Description of the Transaction". The Issuer will also assign certain of its administrative rights under the Subordinated Loan Agreement to the Trustee. The Notes are secured limited recourse obligations of the Issuer. In each case where amounts of principal, interest and additional amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Issuer to make any such payment shall constitute an obligation only to account to the Noteholders, on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of the Notes, for an amount equivalent to all principal, interest and additional amounts (if any) actually received and retained (net of tax) by or for the account of the Issuer from TCS pursuant to the Subordinated Loan Agreement excluding, however, in each case any amounts paid in respect of Reserved Rights (as defined below). The Issuer will have no other financial obligation under the Notes. Noteholders will be deemed to have accepted and agreed that they will be relying solely and exclusively on the credit and financial standing of TCS in respect of the financial servicing of the Notes. Interest on the Notes will be payable at the rate of 14.00 per cent. per annum semi-annually in arrear on 6 June and 6 December in each year commencing on 6 June 2013 as described in the Conditions. The Notes will mature on 6 June 2018 (the "Maturity Date"). Save as otherwise expressly provided in this Prospectus (the "Prospectus") and in the Trust Deed, no proprietary or other direct interest in the Issuer's rights under or in respect of the Subordinated Loan Agreement exists for the benefit of the Noteholders. Subject to the terms of the Trust Deed, no Noteholder will have any entitlement to enforce any of the provisions in the Subordinated Loan Agreement or have direct recourse to TCS except through action by the Trustee under any of the Security Interests (as defined in the Conditions). AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 13. THE NOTES AND THE SUBORDINATED LOAN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES 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. THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.