NOT FOR DISTRIBUTION IN OR INTO ANY
JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL
JSC DEVELOPMENT BANK OF
KAZAKHSTAN ANNOUNCES TENDER INSTRUCTIONS RECEIVED AS OF THE EARLY
TENDER PARTICIPATION DEADLINES IN RESPECT OF THE
OFFER TO PURCHASE
FOR CASH IN U.S. DOLLARS
ANY AND ALL OF ITS OUTSTANDING
5.75% NOTES DUE 2025 AND 10.75% NOTES DUE 2025
16
April 2024 - On 2 April 2024,
JSC Development Bank of Kazakhstan (the "Offeror"), a joint stock company
organised in the Republic of Kazakhstan, announced the launch
of its offer to purchase for cash any and
all of: (i) the 5.75% Notes due 2025 (the "USD Notes") issued by the Offeror (the
"USD Notes Tender Offer");
and (ii) the 10.75% Notes due 2025 (the "KZT Notes") issued by the Offeror (the
"KZT Notes Tender Offer" and, together with the
USD Notes Tender Offer, the "Tender Offers") from each Holder (as
defined in the Offer to Purchase), upon the terms, and subject to
the conditions, set forth in the offer to purchase dated 2 April
2024 (the "Offer to
Purchase"). Capitalised terms used but not defined herein
have the meanings set out in the Offer to Purchase. Copies of the
Offer to Purchase are available, subject to registration and
eligibility confirmation, from the Tender Offer Website:
https://projects.morrowsodali.com/dbk.
The Offeror is making the Tender
Offers in combination with offerings (the "New Notes Offerings") of
U.S. Dollar-denominated Eurobonds issued under the Offeror's
medium term note programme (the "New USD Notes") and of Kazakhstan
Tenge-denominated Eurobonds issued under the Offeror's medium term
note programme (the "New KZT
Notes" and, together with the New USD Notes, the
"New Notes"). The New Notes
Offerings closed on 15 April 2024 and, accordingly, the Financing
Condition has been satisfied. The proceeds from the New Notes
Offerings are expected to fund the Tender Offers. An amount equal
to the proceeds of the New KZT Notes will be used in accordance
with the Offeror's Green and Sustainability Financing Framework,
which is published on its website. The New Notes have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended. The Tender Offers are not offers to sell or solicitations
of offers to buy any New Notes. No action has been, or will be,
taken in any jurisdiction in relation to the New Notes to permit a
public offer of securities.
USD
Notes - Early Tender Results
As of 5:00 p.m., New York City time,
on 15 April 2024 (the "USD Notes
Early Tender Participation Deadline"), U.S.$163,154,000 in
aggregate principal amount of outstanding USD Notes had been
validly tendered and not withdrawn.
The Offeror intends to accept all
USD Notes validly tendered and not withdrawn for purchase. Payment
for USD Notes tendered at or prior to the USD Notes Early Tender
Participation Deadline and accepted for purchase (comprising
payment of the USD Notes Total Consideration and Accrued Interest)
will be made on 17 April 2024 (the "Early Settlement Date"). Following the
Early Settlement Date, the remaining outstanding aggregate
principal amount of the USD Notes is expected to be
U.S.$336,846,000.
The USD Notes Tender Offer will
expire at 5:00 p.m., New York City time, on 30 April 2024, unless
extended or earlier terminated (such time and date, as the same may
be extended, the "USD Notes
Expiration Deadline"). The USD Notes Withdrawal Deadline was
5:00 p.m., New York City time, on 15 April
2024. Payment for USD Notes validly
tendered after the USD Notes Early Tender Participation Deadline
but, at or prior to, the USD Notes Expiration Deadline and accepted
for purchase (comprising the USD Notes Tender Offer Consideration
of U.S.$970.00 per U.S.$1,000 and Accrued Interest, as defined in
the Offer to Purchase), if any, will be made on 2 May 2024 (the
"Final Settlement
Date").
KZT
Notes - Early Tender Results
As of 5:00 p.m. Central European
Summer Time, on 15 April 2024 (the "KZT Notes Early Tender Participation
Deadline"), KZT 20,573,500,000 in aggregate principal amount
of outstanding KZT Notes had been validly tendered and not
withdrawn.
The Offeror intends to accept all
KZT Notes validly tendered and not withdrawn for purchase. Payment
for KZT Notes tendered at or prior to the KZT Notes Early Tender
Participation Deadline and accepted for purchase (comprising
payment of the KZT Notes Total Consideration and Accrued Interest)
will be made in U.S. Dollars on the Early Settlement Date (being,
17 April 2024). See "-Exchange
Rate for Payment of Cash Amounts in respect of the KZT Notes
Tender Offer".
Following the Early Settlement Date,
the remaining outstanding aggregate principal amount of the KZT
Notes is expected to be KZT 41,926,500,000.
The KZT Notes Tender Offer will
expire at 5:00 p.m., Central European Summer Time, on 30 April
2024, unless extended or earlier terminated (such time and date, as
the same may be extended, the "KZT
Notes Expiration Deadline"). The KZT Notes Withdrawal
Deadline was 5:00 p.m., Central European
Summer Time, on 15 April 2024.
Payment for KZT Notes validly tendered after the
KZT Notes Early Tender Participation Deadline but, at or prior to,
the KZT Notes Expiration Deadline and accepted for purchase
(comprising the KZT Notes Tender Offer Consideration of KZT
237,500.00 per KZT250,000 and Accrued Interest, as defined in the
Offer to Purchase), if any, will be made on the Final Settlement
Date (being, 2 May 2024).
Exchange Rate for Payment of
Cash Amounts in respect of the KZT Notes Tender
Offer
The Offeror announces that the
Kazakhstan Tenge / U.S. Dollar rate used to determine the issue
price of the New KZT Notes and, accordingly, to be used to
determine the payments in respect of the KZT Notes Tender Offer is
KZT 446.91 = U.S.$1.00, which is the Kazakhstan Tenge / U.S. Dollar
daily official (market) foreign exchange rate as at 4 April 2024 as
reported by the NBK and published on its website
(https://www.nationalbank.kz/en/exchangerates/ezhednevnye-oficialnye-rynochnye-kursy-valyut)
(the "FX Rate").
All payments in respect of the KZT
Notes Tender Offer (including in respect of the KZT Notes Tender
Offer Consideration and Accrued Interest) will be made in U.S.
Dollars, calculated by the Information and Tender Agent by dividing
the relevant Kazakhstan Tenge amounts by the FX Rate.
*
* *
Subject to applicable law and the
terms and conditions of the Offer to Purchase, the Offeror may
terminate the Tender Offers, waive any or all of the conditions of
the Tender Offers prior to the relevant Expiration Deadline, extend
the relevant Expiration Deadline or amend the terms of the Tender
Offers.
None of the Offeror, the Dealer
Managers or the Information and Tender Agent makes any
recommendation whether Holders should tender or refrain from
tendering Notes in the Tender Offers, and no one has been
authorised by any of them to make such a recommendation. Holders
are urged to evaluate carefully all information in the Offer to
Purchase, consult their own investment and tax advisers and make
their own decisions whether to tender Notes in the Tender Offers,
and, if so, the principal amount of Notes to tender.
Contact Details
The Offeror has retained Citigroup
Global Markets Limited, J.P. Morgan Securities plc, JSC Halyk
Finance, Mashreqbank psc and Société Générale to act as Dealer
Managers for the Tender Offers and Morrow Sodali Limited to act as
Information and Tender Agent for the Tender Offers. Questions
regarding procedures for tendering Notes may be directed to Morrow
Sodali Limited at: +44 20 4513 6933, +1 203 658
9457 and +852 2319 4130 or by email at:
dbk@investor.morrowsodali.com. Questions regarding the Tender
Offers may be directed to Citigroup Global Markets Limited at: +44
20 7986 8969 or by email to liabilitymanagement.europe@citi.com;
J.P. Morgan Securities plc at: +44 20 7134 2468 or by email to:
em_europe_lm@jpmorgan.com; JSC Halyk Finance at +7 727 339 43 73 or
by email to: ib@halykfinance.kz; Mashreqbank psc by email to
DCM@mashreq.com; or Société Générale at +33 1 42 13 32 40 or by
email to: liability.management@sgcib.com.
Disclaimer and Offer and Distribution
Restrictions
This announcement is for
informational purposes only and does not constitute an offer to
sell, or a solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. The Tender
Offers are only being made pursuant to the Offer to Purchase.
Holders of the Notes are urged to carefully read the Offer to
Purchase before making any decision with respect to the Tender
Offers.
Neither the Offer to Purchase nor
any related document has been filed with, or reviewed by, the U.S.
Securities and Exchange Commission, nor has any such document been
filed with or reviewed by, any securities commission or regulatory
authority of any U.S. state or jurisdiction or any other country.
No authority has passed upon the accuracy or adequacy of the Offer
to Purchase or any related documents. Any representation to the
contrary is unlawful and may be a criminal offense.
The distribution of this
announcement in certain jurisdictions may be restricted by law and,
therefore, persons in such jurisdictions into which they are
released, published or distributed, should inform themselves about,
and observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws of any such
jurisdiction.
United
Kingdom
The communication of this
announcement, the Offer to Purchase and any other documents or
materials relating to the Tender Offers is not being made and such
documents or materials have not been approved by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended (the "FSMA"). Accordingly, this announcement,
the Offer to Purchase and such documents or materials are not being
distributed to, and must not be passed on to, persons in the United
Kingdom other than: (i) to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")); (ii) to
those persons who are within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of the
Offeror; (iii) to those persons who are outside the United Kingdom;
or (iv) to any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order (all such persons together
being referred to as "Relevant
Persons") and the transactions contemplated herein will be
available only to, and engaged in only with, Relevant Persons. Any
person who is not a Relevant Person should not act on or rely on
the Offer to Purchase or any of its contents.
Republic of
Kazakhstan
The Tender Offers are not being
made, directly or indirectly, in the Republic of Kazakhstan, except
in compliance with the laws and regulations of the Republic of
Kazakhstan, including the rules of the Kazakhstan Stock Exchange
(the "KASE"). This
announcement and the Offer to Purchase have not been, and will not
be, submitted for clearance to, nor approved by, the National Bank
of Kazakhstan.
France
The Tender Offers are not being
made, directly or indirectly, to the public in France. None of this
announcement, the Offer to Purchase or the Offer Documents
have been distributed to, or are being distributed
to, the general public in the Republic of France and only qualified
investors (investisseurs
qualifiés), within the meaning of Article 2(e) of Regulation
(EU) 2017/1129 (the "Prospectus
Regulation") are eligible to participate in the Tender
Offers. The Offer to Purchase has not been, and will not be,
submitted to the clearance procedures (visa) of the Autorité des marchés
financiers.
Italy
None of this announcement, the Offer
to Purchase or any other document or materials relating to the
Tender Offers have been or will be submitted to the clearance
procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. The Tender Offers are being carried out in Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree № 58 of 24 February 1998, as amended (the
"Financial Services Act")
and article 35-bis, paragraph 4 of CONSOB Regulation № 11971 of 14
May 1999, as amended.
Holders or beneficial owners of the
Notes that are resident and/or located in Italy can tender Notes
for purchase in the Tender Offers through authorised persons (such
as investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation № 20307 of 15
February 2018, as amended, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with any other
applicable laws and regulations and with any requirements imposed
by CONSOB and any other Italian authority.
Each intermediary must comply with
the applicable laws and regulations concerning information duties
vis-à-vis its clients in
connection with the Notes or the Tender Offers.
Belgium
None of this announcement, the Offer
to Purchase nor the Offer Documents (as defined in
the Offer to Purchase) have been submitted to, or will be
submitted for, approval or recognition to the Financial Services
and Markets Authority (Autorité
des services et marchés financiers / Autoriteit voor financiële
diensten en markten) and, accordingly, the Tender Offers may
not be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time-to-time.
Accordingly, the Tender Offers may not be advertised and the Tender
Offers will not be extended, and neither this announcement, the
Offer to Purchase nor the Offer Documents has been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of
Article 10 of the Belgian Law of 16 June 2006 on the public offer
of placement instruments and the admission to trading of placement
instruments on regulated markets, acting on their own account. The
Offer to Purchase has been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Tender Offers. Accordingly, the information contained in the Offer
to Purchase may not be used for any other purpose or disclosed to
any other person in Belgium.
General
The Offer to Purchase does not
constitute an offer to buy or the solicitation of an offer to sell
Notes, and tenders of Notes in the Tender Offers will not be
accepted from Holders, in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities or other laws require the Tender Offers to be made by a
licensed broker or dealer and the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Tender Offers shall be deemed to be made by
the Dealer Managers or such affiliate, as the case may be, on
behalf of the Offeror in such jurisdiction.
Forward-Looking
Information
Certain statements included herein
may constitute forward-looking statements within the meaning of the
securities laws of certain jurisdictions. Certain such
forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"are expected to", "intends", "will", "will continue", "should",
"would be", "seeks", "anticipates" or similar expressions or the
negative thereof or other variations thereof or comparable
terminology. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places
throughout this announcement and include statements regarding the
Offeror's intentions, beliefs or current expectations concerning,
among other things, the Offeror's results in relation to
operations, financial condition, liquidity, prospects, growth,
strategies and the industry in which the Offeror operates. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future.
These forward-looking statements
speak only as of the date of this announcement. The Offeror does
not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as may be required under Rule
14e-1 under the U.S. Securities Exchange Act of 1934, as
amended.
