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JSC Dev Bk of Kazakh (17GG)

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Monday 28 November, 2016

JSC Dev Bk of Kazakh

Launch of Tender Offer

RNS Number : 3009Q
JSC Development Bank of Kazakhstan
28 November 2016
 

Announcement

 

 

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

 

28 November 2016

 

JSC Development Bank of Kazakhstan commences an offer to purchase for cash up to total consideration of U.S.$200,000,000 of its outstanding U.S.$1,425,000,000 4.125 per cent. Notes due 2022

 

JSC Development Bank of Kazakhstan (the "Offeror") announces today an offer to the holders of its outstanding U.S.$1,425,000,000 4.125 per cent. Notes due 2022 (the "Notes") (Reg S ISIN XS0860582435 and Common Code 086058243) to tender the Notes for purchase by the Offeror for cash in an amount up to a total consideration of U.S.$200,000,000 (the "Maximum Acceptance Amount") (the "Offer").

 

The Offer shall be subject to the terms and conditions set out in the Tender Offer Memorandum dated 28 November 2016 (the "Tender Offer Memorandum") prepared by the Offeror.

 

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

 

Material pricing terms

The table below sets forth the material pricing terms of the Offer:

 

Description
of the Notes

ISIN / Common Code

Outstanding Principal Amount

Minimum Denomination

 

Minimum Purchase Price

Purchase Price

Maximum Acceptance Amount

U.S.$1,425,000,000 4.125 per cent. Notes due 2022

Reg S: XS0860582435/ 086058243

U.S.$1,425,000,000

U.S.$200,000 and integral multiples of U.S.$1,000 thereafter

U.S.$945 per U.S.$1,000 in principal amount of Notes, excluding Accrued Interest Payment (as defined below)

To be determined pursuant to the Modified Dutch Auction Procedure set out herein and the Tender Offer Memorandum

Up to total consideration of U.S.$200,000,000

 

Rationale

The purpose of the Offer is to acquire, subject to the Maximum Acceptance Amount, a principal amount of the outstanding Notes pursuant to the Modified Dutch Auction Procedure (as defined below) as part of the Offeror's liquidity management, which is aimed at optimising the Offeror's liquidity position.

Purchase Price and Accrued Interest Payment

Noteholders that validly tender their Notes at or prior to the Expiration Deadline (providing such tender is received by the Tender Agent at or prior to the Expiration Deadline), if the Offeror accepts the tender of such Notes, will be paid (subject to the conditions described herein):

·      the Purchase Price determined in accordance with the Modified Dutch Auction Procedure (as defined below); and

·      an amount in cash equal to interest accrued and unpaid on the Notes validly tendered for purchase by a Noteholder and accepted by the Offeror ("Accrued Interest Payment") from (and including) the applicable immediately preceding interest payment date for the Notes to (but excluding) the Settlement Date and calculated in accordance with the terms and conditions ("Accrued Interest") on the Notes (rounded upwards or downwards at the Offeror's discretion to the nearest cent, with U.S.$0.005 to be taken as a full cent).

The calculations of the Purchase Price and the Accrued Interest Payment payable to the tendering Noteholders will be made by the Offeror and such calculations will be final and binding on all Noteholders, absent manifest error.

Maximum Acceptance Amount and Final Acceptance Amount

The Offeror intends to purchase an aggregate principal amount of the Notes such that the aggregate total consideration payable by the Offeror for the principal amount of the Notes validly tendered by Noteholders is no greater than the Maximum Acceptance Amount, on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Offeror will determine the Final Acceptance Amount in respect of the Notes in its sole and absolute discretion. The Offeror reserves the right, in its sole and absolute discretion, to purchase Notes in respect of which the total consideration is in excess of or below the Maximum Acceptance Amount, or not to purchase any Notes, subject to applicable law.

Modified Dutch Auction Procedure

The amount that the Offeror will pay for each U.S.$1,000 in principal amount of the Notes validly tendered and accepted for purchase pursuant to the Offer will be determined pursuant to a modified Dutch auction procedure (the "Modified Dutch Auction Procedure") as set out below.

Under the Modified Dutch Auction Procedure, the Offeror will determine, in its sole discretion, following expiration of the Offer,  (i) the aggregate principal amount of Notes that it will accept for purchase pursuant to the Offer (the "Final Acceptance Amount"); and (ii) a single Purchase Price for such Notes validly tendered and accepted for purchase, taking into account the aggregate principal amount of Notes so tendered and the Offer Prices at which such Notes are tendered (or deemed to be tendered, as set out below).

The Purchase Price for the Notes will represent the lowest price that will enable the Offeror to purchase an aggregate principal amount of the Notes, as the case may be, which equals the Final Acceptance Amount and shall either be equal to the Minimum Purchase Price, or an increment of U.S.$0.50 per U.S.$1,000 in principal amount of the Notes above the Minimum Purchase Price. The Purchase Price will apply to all Notes accepted for purchase.

Tender instructions for the Notes may be submitted as (i) tender instructions which specify a purchase price higher than the Minimum Purchase Price in accordance with the Modified Dutch Auction Procedure described further in the Tender Offer Memorandum (a "Competitive Offer") or (ii) tender instructions which specify the aggregate principal amount of the Notes, tendered pursuant to such tender instruction, and which either (a) do not specify a purchase price for such Notes, or (b) specify a purchase price less than or equal to the Minimum Purchase Price (a "Non-Competitive Offer").

Competitive Offers

Noteholders may submit one or more Competitive Offers in respect of the Notes prior to the Expiration Deadline, provided that the aggregate principal amount of the Notes that are the subject of these Competitive Offers does not exceed the aggregate principal amount of Notes that each such Noteholder holds. Competitive Offers must specify:

·      a purchase price, expressed in increments of U.S.$0.50 per U.S.$1,000 in principal amount of the Notes, that such holder would be willing to accept as the Purchase Price in respect of Notes that are the subject of the particular Tender Instruction (the "Offer Price"); and

·      the principal amount of Notes, in integral multiples of U.S.$1,000 (subject to the Minimum Denomination) that the relevant Noteholder is tendering at that Offer Price.

If a Competitive Offer specifies a purchase price that is not in whole increments of U.S.$0.50 per U.S.$1,000, such purchase price will be rounded up to the nearest such increment of U.S.$0.50 per U.S.$1,000 in principal amount of the Notes.

If the Offeror accepts a Competitive Offer (or Competitive Offers) the relevant Noteholder will receive the Purchase Price for the Notes. In respect of  the Notes for which the Offeror accepts a Competitive Offer (or Competitive Offers), the Offeror will pay the Purchase Price to each Noteholder whose Competitive Offer of Notes is accepted, even if the Purchase Price is higher than the Offer Price specified by the tendering Noteholder in its tender instruction. In the event that the Competitive Offers submitted at the Purchase Price (following acceptance of all Non-Competitive Offers as described below) result in more Notes being offered than the Final Acceptance Amount, such Competitive Offers will be accepted on a pro rata basis (as described below under "Scaling of Tenders").

Non-Competitive Offers

Alternatively, Noteholders may submit one or more Non-Competitive Offers for the Notes prior to the Expiration Deadline. Non-Competitive Offers must specify the principal amount of Notes, in integral multiples of U.S.$1,000 (subject to the Minimum Denomination) that the relevant Noteholder is offering pursuant to such Non-Competitive Offer.

Tender instructions that do not specify an Offer Price or specify an Offer Price lower than or equal to the Minimum Purchase Price will be treated as Non-Competitive Offers. Each Non-Competitive Offer will be deemed to have specified the Minimum Purchase Price for the Notes.

The Offeror will accept all Non-Competitive Offers if it accepts any Competitive Offers. If the Offeror accepts a Non-Competitive Offer the relevant Noteholder will receive the Purchase Price for the Notes. In the event that the Non-Competitive Offers submitted result in more Notes being offered than the Final Acceptance Amount, such Non-Competitive Offers will be accepted on a pro rata basis (as described below under "Scaling of Tenders").

Acceptance of Tender Instructions

Once the Offeror has determined the Purchase Price and the Final Acceptance Amount for the Notes, the Offeror will accept tender instructions in the following order:

(i)    firstly, all validly submitted Non-Competitive Offers will be accepted first;

(ii)   secondly, all validly submitted Competitive Offers that specify Offer Prices lower than the Purchase Price will be accepted; and

(iii)  thirdly, all validly submitted Competitive Offers that specify Offer Prices equal to the Purchase Price will be accepted, subject to possible pro-ration in the event that such Competitive Offers, when aggregated with all tender instructions above and accepted for purchase, results in a principal amount which is greater than the Final Acceptance Amount.

The purchases described in stages (ii) and/or (iii) above, as the case may be, will only be made to the extent that purchases described in (i) and/or (ii) above, as the case may be, do not exceed the Final Acceptance Amount and, should Notes tendered at any stage exceed the Final Acceptance Amount, the relevant stage as a whole will be adjusted on a pro rata basis, if necessary, as described below under "Scaling of Tenders". Notes offered for purchase at an Offer Price higher than the Purchase Price of the Notes will not be accepted pursuant to the Offer. For the avoidance of doubt, any pro-ration (if necessary) of Notes will occur only at the Purchase Price.

Scaling of Tenders

In the circumstances described in the Tender Offer Memorandum in which Notes validly tendered pursuant to the Offer are to be accepted on a pro rata basis, each such tender will be scaled by a factor (the "Scaling Factor") equal to (i) the Final Acceptance Amount for the Notes less the aggregate principal amount of the Notes that have been tendered and accepted for purchase and are not subject to acceptance on a pro rata basis, divided by (ii) the aggregate principal amount of the Notes that has been validly tendered in the Offer and are subject to acceptance on a pro rata basis, as adjusted to allow for the aggregate principal amount of Notes tendered and accepted for purchase and subject to acceptance on a pro rata basis, following the rounding of tenders and any partial scaling described below, to exactly equal the Final Acceptance Amount in respect of the Notes. Noteholders that have tendered Notes in the Offer pursuant to Non-Competitive Offers will have priority in any pro-ration that may occur as against tenders pursuant to Competitive Offers submitted by Noteholders at or below the Purchase Price. Each tender of Notes will be rounded down to the nearest U.S.$1,000 in aggregate principal amount, provided that the Offeror will only accept tenders of Notes subject to pro-ration to the extent such pro-ration will not result in (i) the relevant Noteholder transferring such Notes to the Offeror in an aggregate nominal amount of less than the minimum denomination of U.S.$200,000 and (ii) the unaccepted Notes being returned to the relevant Noteholder in an aggregate nominal amount of less than the minimum denomination of U.S.$200,000.

All tender instructions not accepted as a result of pro-ration will be rejected. Any principal amount of Notes not purchased because of pro-ration will be returned to the tendering Noteholders.

Expected Timetable of Key Events

The following table sets forth the expected dates and times of the key events relating to the Offer. The times and dates below are indicative only.

Events

Times and Dates

Commencement of the Offer..........................................................................................

Announcement of the Offer. Tender Offer Memorandum available from the Tender Agent.

28 November 2016

Expiration Deadline......................................................................................................

Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offer.

4:00 P.M. (London time) on 6 December 2016

Pricing Time and Pricing Date....................................................................................

Determination of the Purchase Price.

At or around 10 A.M (London time) on or about 7 December 2016

Announcement of Offer Results....................................................................................

Announcement of whether the Offeror will accept valid tenders of the Notes pursuant to the Offer and, if so accepted, the aggregate principal amount of Notes accepted for purchase, the Purchase Price, the Accrued Interest Payment and the pro-ration factor (if any).

As soon as practicable after the Pricing Time on the Pricing Date

Expected Settlement Date.............................................................................................

Expected Settlement Date for the Offer.

On or about 13 December 2016

THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE EARLIER THAN THE ABOVE DEADLINES. DIRECT PARTICIPANTS, CLEARING SYSTEMS AND THEIR INTERMEDIARIES WILL HAVE DEADLINES FOR RECEIVING INSTRUCTIONS AT OR PRIOR TO THE EXPIRATION DEADLINE AND NOTEHOLDERS SHOULD CONTACT THE INTERMEDIARY THROUGH WHICH THEY HOLD THEIR NOTES AS SOON AS POSSIBLE TO ENSURE PROPER AND TIMELY DELIVERY OF INSTRUCTIONS.

The Offeror may, subject to applicable laws, at its option and in its sole discretion, at any time before any acceptance by it of the Notes tendered for purchase in the Offer extend each of the dates above (in which case all references in the Tender Offer Memorandum to such extended date will, unless the context otherwise requires, be to the latest time and date to which such date has been so extended).

General

The Offeror is not under any obligation to accept any tender of Notes for purchase pursuant to the Offer. Tenders of Notes for purchase may be rejected in the sole discretion of the Offeror for any reason, and the Offeror is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase. Tenders of Notes for purchase may be rejected if the Offer is terminated, if the Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason. Notes that are not successfully tendered for purchase pursuant to the Offer will remain outstanding. The Offeror may, in its sole discretion, accept tenders of Notes pursuant to the Offer on more than one date if the Offer is extended.

The Offeror has retained ING Bank N.V., London Branch to act as the Dealer Manager (the "Dealer Manager") and Lucid Issuer Services Limited to act as the Tender Agent (the "Tender Agent").

 

 

Questions or requests for assistance concerning the terms of the Offer should be directed to the Dealer Manager at:

ING Bank N.V., London Branch

8-10 Moorgate

London EC2R 6DA

United Kingdom

 

Fax: +31 20 563 2132

Attention: Liability Management Team

Email:  [email protected]

 

Questions or requests for assistance concerning the procedures of the Offer or for additional copies of the Tender Offer Memorandum should be directed to the Tender Agent at:

 

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

 

Telephone: +44 20 7704 0880
Attention:  Thomas Choquet
Email: [email protected]

 

For further information, please contact:

 

JSC Development Bank of Kazakhstan
10, Orynbor Street

"Kazyna Tower" Building

Yesil District

Astana

Republic of Kazakhstan

 

Fax:         +77 172 792 638

Attention: Managing Director - Director Funding and Investor Relations
- Botagoz Abisheva

Email: [email protected]

 

None of the Dealer Manager, the Tender Agent, the Offeror or any director, officer, employee, agent or affiliate of any such person, makes any representation or recommendation whatsoever regarding the Offer, or any recommendation as to whether noteholders should tender Notes in the Offer. This announcement is not an offer to purchase any Notes or a solicitation of an offer to sell any Notes.  The Offer is being made solely by means of the Tender Offer Memorandum.

 

 

* * * * *

 

Offer and distribution restrictions

 

This announcement and the Tender Offer Memorandum do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If the jurisdiction requires that the Offer be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Offer will be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

 

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions is restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum come are required by the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.  

 

Holders with questions regarding the tender procedures should contact the Tender Agent for further information.  All other questions concerning the Offer should be directed to the Dealer Manager.

 

Each Noteholder participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Manager and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender will not be accepted.

 

Republic of Kazakhstan

The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the National Bank of Kazakhstan (the "NBK").

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. Persons, and tenders of Notes cannot be submitted by any such use, means, instrumentality or facilities or from within the United States or by U.S. persons. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported tender of Notes made by a U.S. Person, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.

Each Noteholder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States and that it is not a U.S. Person or it is acting on a non-discretionary basis for a principal located outside the United States that is not submitting instructions from the United States and is not a U.S. Person.

As used herein and elsewhere in the Tender Offer Memorandum, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of the Tender Offer Memorandum by the Offeror and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Italy

None of the Offer, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the 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 No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or 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 Offer.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Tender Offer Memorandum nor any other document or material relating to the Offer have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. The Tender Offer Memorandum has not been and will not be submitted for clearance to the Autorité des marchés financiers.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the 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 (the "Takeover Law"). Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" within the meaning 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 (as amended or replaced from time to time), acting on their own account, or (ii) in any other circumstances set out in Article 6, §§ 3 and 4 of the Takeover Law. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of investors in the above circumstances and exclusively for the purpose of the Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.


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