REG - BAE SYSTEMS PLC - PROPOSED OFFERING OF GDRs OF AIR ASTANA

BAE SystemsAnnouncement

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RNS Number : 8219L  BAE SYSTEMS PLC  16 December 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
SOUTH AFRICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF
SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

 

PROPOSED OFFERING OF GLOBAL DEPOSITARY RECEIPTS OF AIR ASTANA JOINT STOCK
COMPANY

16 December 2025

BAE Systems (Kazakhstan) Limited (the "Selling Shareholder") today announces
that it intends to sell global depositary receipts (the "Sale GDRs") of Air
Astana Joint Stock Company (the "Company") which in aggregate represent
approximately 8% of the Company's outstanding common shares ("Shares"), with
each global depositary receipt of the Company ("GDR") representing four
Shares.

The Sale GDRs will be offered by way of an accelerated bookbuild process (the
"Placing"), which will be launched immediately following this announcement,
and will be made available to eligible institutional investors. Jefferies
International Limited ("Jefferies") is acting as sole global coordinator and
joint bookrunner, and WOOD & Company Financial Services, a.s. ("WOOD &
Company", and together with Jefferies, the "Managers") as joint bookrunner, in
connection with the Placing.

The final number and allocation of Sale GDRs will be agreed by the Selling
Shareholder and the Managers at the close of the bookbuild and the result will
be announced as soon as practicable thereafter.

The Selling Shareholder currently holds GDRs representing in aggregate
approximately 16.95% of the Company's outstanding Shares. Following completion
of the Placing, the remaining GDRs held by the Selling Shareholder will be
subject to a 90-day lock-up, subject to customary exceptions.

The Placing is being made to institutional investors outside the United States
in accordance with Regulation S of the US Securities Act of 1933, as amended
(the "US Securities Act") and to qualified institutional buyers ("QIBs") in
the United States within the meaning of, and pursuant to, Rule 144A under the
US Securities Act.

This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this announcement. Persons choosing to participate in the Placing,
by making an oral or written offer to acquire Sale GDRs, will be deemed to
have read and understood this announcement (including the "Important Notices"
section of this announcement).

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
SOUTH AFRICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF
SUCH JURISDICTION

This announcement is only addressed to and directed at specific addressees
who: (A) if in a member state of the European Economic Area ("EEA"), are
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) ("Qualified Investors" and the
"Prospectus Regulation", respectively); (B) if in the United Kingdom, are:
"qualified investors" within the meaning of Article 2(e) of assimilated
Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation")) who are (i) persons who have professional experience
in matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order");
(ii) persons who fall within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Order; or (iii)
otherwise, persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").

This announcement must not be acted or relied on: (i) in the United Kingdom,
by persons who are not Relevant Persons; and (ii) in any member state of the
EEA, by persons who are not Qualified Investors. Any investment activity to
which this announcement relates: (i) in the United Kingdom, is available only
to, and may be engaged in only with, Relevant Persons; and (ii) in the EEA, is
available only to, and may be engaged in only with, Qualified Investors.

This announcement does not, and shall not, in any circumstances constitute a
public offering, nor an offer to sell or to subscribe for, nor a solicitation
to offer to purchase or to subscribe for securities in any jurisdiction. The
distribution of this announcement and the offering or sale of the Sale GDRs in
certain jurisdictions may be restricted by law. No action has been taken by
the Selling Shareholder or the Managers or any of their respective affiliates
that would, or which is intended to, permit a public offer of the Sale GDRs in
any jurisdiction or possession or distribution of this announcement or any
other offering or publicity material relating to the Sale GDRs in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Selling Shareholder and
the Managers to inform themselves about and to observe any applicable
restrictions.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer of, or the
solicitation of an offer to acquire or dispose of securities in the United
States, South Africa, Australia, Canada or Japan, or in any other jurisdiction
in which such an offer or solicitation is unlawful.

The Sale GDRs have not been, and will not be, registered under the US
Securities Act, or under the applicable securities laws of any state or other
jurisdiction of the United States, South Africa, Australia, Canada or Japan.
The Sale GDRs may not be offered or sold, directly or indirectly, in the
United States absent registration or an applicable exemption from the
registration requirements of the US Securities Act and in compliance with
state securities laws. There will be no public offering of the Sale GDRs in
the United States or elsewhere. Prospective purchasers are hereby notified
that the Selling Shareholder may be relying on the exemption from the
registration provisions of Section 5 of the US Securities Act provided by Rule
144A under the US Securities Act. Prospective purchasers are hereby further
notified that the securities referenced herein may not be reoffered, resold,
pledged or otherwise transferred except (a) in an offshore transaction in
accordance with Rule 903 or Rule 904 of Regulation S under the US Securities
Act, (b) to a person reasonably believed to be a QIB purchasing for its own
account or for the account of another QIB in a transaction meeting the
requirements of Rule 144A under the US Securities Act, (c) pursuant to an
exemption from the registration requirements of the US Securities Act provided
by Rule 144 under the US Securities Act (if available), or (d) pursuant to an
effective registration statement under the US Securities Act.

The Sale GDRs have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy the Sale GDRs must be made
solely on the basis of publicly available information. Such information is not
the responsibility of and has not been independently verified by the Selling
Shareholder or the Managers.

Jefferies International Limited is authorised and regulated by the FCA in the
United Kingdom. WOOD & Company Financial Services, a.s. is authorised and
regulated by the Czech National Bank in the Czech Republic. The Managers are
acting exclusively for the Selling Shareholder in connection with the Placing
and will not be responsible to anyone other than Selling Shareholder for
providing the protections offered to their respective client, nor for
providing advice in relation to the Placing or any transaction, matter or
arrangement referred to in this announcement.

In connection with the offering of the Sale GDRs, the Managers or any of their
respective affiliates may take up a portion of the Sale GDRs as a principal
position and in that capacity may retain, purchase or sell for their own
accounts such securities. In addition, they may enter into financing
arrangements and swaps with investors in connection with which they may from
time to time acquire, hold or dispose of the Sale GDRs. They do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.

This announcement shall not form the basis of or constitute any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for any securities in the Placing or any other securities nor shall
it (or any part of it) or the fact of its distribution, form the basis of, or
be relied on in connection with, any contract therefor. Persons considering
making investments should consult an authorised person specialising in
advising on such investments.

This announcement does not constitute a recommendation concerning a possible
offer. The value of the Sale GDRs can decrease as well as increase. Potential
investors should consult a professional advisor as to the suitability of a
possible offer for the person concerned.

 

 

 

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