Kaspi.kz Announces Launch of U.S. IPO
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
KASPI.KZ ANNOUNCES LAUNCH OF
U.S. INITIAL PUBLIC OFFERING
January 16, 2024
Joint Stock Company Kaspi.kz (the "Company" or "Kaspi.kz") announces the launch of a roadshow for the U.S. initial public offering (the "Offering") of 9,000,000 American depositary shares ("ADSs"), each representing one of the Company's common shares, offered by Mr. Vyacheslav Kim, Mr. Mikheil Lomtadze and Asia Equity Partners Limited (the "Selling Shareholders"). The Selling Shareholders are expected to grant the underwriters an option to purchase up to an additional 1,350,000 ADSs to cover over-allotments, if any, for 30 days after the date of the final prospectus.
Kaspi.kz has applied to list the ADSs on the Nasdaq Global Select Market under the symbol "KSPI." Regulation S global depositary receipts ("Regulation S GDRs") and Rule 144A global depositary receipts, each representing one of the Company's common shares, are currently listed and traded on the Main Market of the London Stock Exchange under the symbols "KSPI" and "80TE," respectively. The Offering price will be determined based on the bookbuilding process and the closing price of Regulation S GDRs on the Main Market of the London Stock Exchange on the pricing date of the Offering.
Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as lead active bookrunners for the Offering, and Nomura Securities International, Inc., Susquehanna Financial Group, LLLP and WR Securities, LLC are acting as additional bookrunning managers for the Offering.
The Offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the Offering may be obtained by visiting EDGAR on the website of the U.S. Securities and Exchange Commission (the "SEC") at www.sec.gov. Alternatively, copies of the preliminary prospectus may be obtained from:
· Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; tel.: +1 866 718 1649; email: prospectus@morganstanley.com;
· J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; tel.: +1 866 803 9204; and
· Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; tel.: +1 800 831 9146.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the U.S. Securities Act of 1933, as amended.
About Kaspi.kz
Kaspi.kz operates a two-sided Super App business model: the Kaspi.kz Super App for consumers and the Kaspi Pay Super App for merchants and entrepreneurs. Kaspi.kz's offerings include payments, marketplace and fintech solutions for both consumers and merchants.
Contacts
David Ferguson
david.ferguson@kaspi.kz
+44 7427 751 275
Important Notice
This announcement is not for distribution in any jurisdiction where its publication, distribution or release would be unlawful.
This announcement and any offer of securities to which it relates is only addressed to and directed at (a) in any Member State of the European Economic Area, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) and (b) in the United Kingdom, persons who are (a) "qualified investors", within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth entities, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity in the United Kingdom to which this announcement relates is only available to, and will be engaged only with, relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on this announcement or any of its contents.
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