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JSC Dev Bk of Kazakh (17GG)

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Wednesday 25 May, 2022

JSC Dev Bk of Kazakh

Tender Offer

RNS Number : 7874M
JSC Development Bank of Kazakhstan
25 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 FINAL RESULTS OF THE OFFER TO PURCHASE FOR CASH UP TO U.S.$700,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.125% NOTES DUE 2022

25 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 was 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 Tender Offer was made in combination with an offering of U.S.$500,000,000 5.75% Notes due 2025, listed on the Vienna MTF, the exchange-regulated market of the Vienna Stock Exchange (Wiener Börse AG), 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 closed on 12 May 2022. The proceeds from the New Notes Offering were used to partially fund the Tender Offer.

Early Tender Results

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Deadline"), U.S.$791,876,000 in aggregate principal amount of outstanding Notes had been validly tendered and not withdrawn.

On 12 May 2022, the Offeror accepted for purchase:

· all Priority Notes validly tendered and not withdrawn in an aggregate principal amount up to (but not exceeding) final allocations given to the relevant Holders of such Priority Notes in the New Notes (without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

· other Notes validly tendered and not withdrawn on a pro rata basis (with a proration factor of 85.9677 %),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 purchase was 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) was made on 12 May 2022 (being the business day the issuance of the New Notes was settled).

Final Results

The Tender Offer expired at 11:59 p.m., New York City time, on 23 May 2022 (the "Expiration Deadline"). As of the Expiration Deadline, no additional Notes had been tendered since the Early Tender Participation Deadline, and the Issuer had not accepted any additional Notes for purchase.

Accordingly, as of the Expiration Deadline, the remaining outstanding aggregate principal amount of the Notes is U.S.$564,004,000.

The Offeror 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.

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.

Disclaimer

 

This announcement is for informational purposes only. The Tender Offer was made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

 

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