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 DEADLINE IN RESPECT OF THE
OFFER TO PURCHASE
FOR CASH IN U.S. DOLLARS
ANY AND ALL OF ITS OUTSTANDING
5.75% NOTES DUE 2025
29
October 2024 - On 15 October
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 the outstanding 5.75% Notes due 2025 (the "Notes") issued by the Offeror (the
"Tender Offer") 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
15 October 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.sodali.com/dbk.
The Offeror has made the Tender
Offer in combination with an offering of U.S. Dollar-denominated
Eurobonds issued under the Offeror's medium term note programme
(the "New USD Notes" and
the offering of the New USD Notes, the "New USD Notes Offering"). The New USD
Notes Offering closed on 23 October 2024 and, accordingly, the
Financing Condition has been satisfied. The proceeds from the New
USD Notes Offering are expected, inter alia, to fund the Tender Offer.
The New USD Notes have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended. The Tender Offer is
not an offer to sell or a solicitation of offers to buy any New USD
Notes. No action has been, or will be, taken in any jurisdiction in
relation to the New USD Notes to permit a public offer of
securities.
Early Tender Results
As of 5:00 p.m., New York City time,
on 28 October 2024 (the "Early
Tender Participation Deadline"), U.S.$10,600,000 in
aggregate principal amount of outstanding Notes had been validly
tendered and not withdrawn.
The Offeror intends to accept all
Notes validly tendered and not withdrawn for purchase. Payment for
Notes tendered at or prior to the Early Tender Participation
Deadline and accepted for purchase (comprising payment of the Total
Consideration and Accrued Interest) will be made on 30 October 2024
(the "Early Settlement
Date"). Following the Early Settlement Date, the remaining
outstanding aggregate principal amount of the Notes is expected to
be U.S.$325,146,000.
The Tender Offer will expire at 5:00
p.m., New York City time, on 13 November 2024, unless extended or
earlier terminated (such time and date, as the same may be
extended, the "Expiration
Deadline"). The Withdrawal Deadline was 5:00 p.m., New York City time, on 28 October
2024. Payment for Notes validly
tendered after the Early Tender Participation Deadline but, at or
prior to, the Expiration Deadline and accepted for purchase
(comprising the 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 15 November 2024 (the
"Final Settlement
Date").
*
* *
Subject to applicable law and the
terms and conditions of the Offer to Purchase, the Offeror may
terminate the Tender Offer, waive any or all of the conditions of
the Tender Offer prior to the Expiration Deadline, extend the
Expiration Deadline or amend the terms of the Tender
Offer.
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 Offer, 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 Offer, and, if so,
the principal amount of Notes to tender.
Contact Details
The Offeror has retained Citigroup
Global Markets Limited, ICBC Standard Bank plc., J.P. Morgan
Securities plc, Jusan Invest JSC and Société Générale to act as
Dealer Managers for the Tender Offer and Morrow Sodali Limited,
trading as Sodali & Co, to act as Information and Tender
Agent for the Tender Offer. Questions regarding procedures for
tendering Notes may be directed to Sodali & Co at:
+44 20 4513 6933, +1 203 658 9457 and +852 2319
4130 or by email at: dbk@investor.sodali.com.
Questions regarding the Tender Offer 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;
Jusan Invest at +7 701 888 2999 or by email to: ib@jusaninvest.kz;
ICBC Standard Bank at : +44 (0)203 145 5000 or by email to
DCM@icbcstandard.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
Offer is 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
Offer.
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 and the Offer to Purchase 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 Offer 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 Offer is 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 Offer is 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
Offer. 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 Offer 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 Offer is 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 Offer 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 Offer.
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 Offer 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 Offer may not be advertised and the Tender
Offer 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 Offer. 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.
United
States
ICBC Standard Bank Plc is restricted
in its U.S. securities dealings under the U.S. Bank Holding Company
Act of 1956, as amended, and may not underwrite, subscribe, agree
to purchase or procure purchasers to purchase notes that are
offered or sold in the United States. Accordingly, ICBC Standard
Bank Plc shall not be obligated to, and shall not, underwrite,
subscribe, agree to purchase or procure purchasers to purchase
Notes that may be offered or sold by other underwriters in the
United States. ICBC Standard Bank Plc shall offer and sell the
Notes constituting part of its allotment solely outside the United
States.
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 Offer 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 Offer 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 Offer 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.
