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JSC Dev Bk of Kazakh (17GG)

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Wednesday 11 May, 2022

JSC Dev Bk of Kazakh

Tender Offer

RNS Number : 1647L
JSC Development Bank of Kazakhstan
11 May 2022
 

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 UP TO U.S.$700,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.125% NOTES DUE 2022

11 May 2022  - On 26 April 2022, 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 (the "Tender Offer") for cash the 4.125% Notes due 2022 issued by the Offeror (the "Notes") in an aggregate principal amount of up to U.S.$700,000,000 (the "Maximum Tender Amount"). The Tender Offer is made upon the terms, and subject to the conditions, set forth in the offer to purchase dated 26 April 2022 (the "Offer to Purchase"). Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Offer to Purchase.

The Offeror is making the Tender Offer, in combination with an offering of dollar-denominated Eurobonds to be issued under the Offeror's medium term note programme (the "New Notes"), as a way of managing its financial liabilities and debt maturity profile (the "New Notes Offering"). The New Notes Offering is expected to close on or about 12 May 2022. Subject to the successful closing of the New Notes Offering, the proceeds from the New Notes Offering are expected to partially fund the Tender Offer. The Offeror intends to use existing cash on hand to fund the remaining portion of the Tender Offer. Unless waived by the Offeror, the Tender Offer is conditioned upon, among other things, the successful completion (in the sole determination of the Offeror) of the New Notes Offering (the "Financing Condition"). The New Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

As of 5:00 p.m., New York City time, on 9 May 2022 (the "Early Tender Participation Deadline"), U.S.$791,876,000 in aggregate principal amount of outstanding Notes had been validly tendered and not withdrawn.

As of the Early Tender Participation Deadline, the aggregate principal amount of Priority Notes validly tendered and not withdrawn was less than the Maximum Tender Amount, but the aggregate of Priority Notes and Non-Priority Notes validly tendered and not withdrawn exceeded the Maximum Tender Amount. Accordingly, subject to the satisfaction of the Financing Condition, the Offeror intends:

· to accept all Priority Notes validly tendered and not withdrawn for purchase in an aggregate principal amount up to (but not exceeding) final allocations given to the relevant Holders of such Priority Notes in the New Notes (without proration); and

· to accept for purchase other Notes validly tendered and not withdrawn on a pro rata basis (with a proration factor of 85.9677 %,

such that the aggregate principal amount of such Priority Notes and Non-Priority notes accepted for tender is no greater than the Maximum Tender Amount and shall be U.S.$700,000,000.

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 the business day the issuance of the New Notes is settled (currently expected to be 12 May 2022) (the "Early Settlement Date"). Following the Early Settlement Date, the remaining outstanding aggregate principal amount of the Notes is expected to be U.S.$564,004,000.

The Tender Offer will expire at 11:59 p.m., New York City time, on 23 May 2022, 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 9 May 2022. 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 and Accrued Interest), if any, will be made on 25 May 2022 (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 nor the information and tender agent (nor any director, officer, employee, agent or affiliate of, any such person) makes any recommendation whether holders should tender or refrain from tendering Notes in the Tender Offer. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender. 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.

The Offeror has retained Citigroup Global Markets Limited, J.P. Morgan Securities plc, JSC Halyk Finance and MUFG Securities EMEA plc to act as the dealer managers for the Tender Offer and Kroll Issuer Services Limited to act as information and tender agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to Kroll Issuer Services Limited at: +44 20 7704 0880 or by email at: [email protected]  Questions regarding the Tender Offer may be directed to Citigroup Global Markets Limited at: +44 20 7986 8969 or by email to [email protected]; J.P. Morgan Securities plc at: +44 20 7134 2468 or by email to: [email protected]; JSC Halyk Finance at: +7 727 339 43 73 or by email to: [email protected] or MUFG Securities EMEA plc at +44 20 7577 2766 or by email to [email protected] .

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.

The Offer to Purchase has not been filed or reviewed by any U.S. federal or State or any foreign securities commission or regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.

The New Notes have not been and will not be registered under the Securities Act. The Tender Offer is not an offer to sell or a solicitation of an offer to buy the New Notes. No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

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.

Offer and Distribution Restrictions

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 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, as amended (the "FSMA"). Accordingly, this announcement, the Offer to Purchase and such documents and/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 nor 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 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 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 No. 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 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 April 1, 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 June 16, 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.

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, blue sky 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.

 

 

 

 

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