REG - JSC Dev Bk of Kazakh - Result of Tender Offer (Early Tender Results)

CitigroupAnnouncement

08/04/2025 17:30

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RNS Number : 1830E  JSC Development Bank of Kazakhstan  08 April 2025

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 IN U.S. DOLLARS

ANY AND ALL OF ITS OUTSTANDING

5.75% NOTES DUE 2025

8 April 2025 - On 25 March 2025, 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 for cash any and all of the
outstanding 5.75% Notes due 2025 (the "Notes") issued by the Offeror (the
"Tender Offer") from each Holder (as defined in the Offer to Purchase), upon
the terms and subject to the conditions set forth in the offer to purchase
dated 25 March 2025 (the "Offer to Purchase"). Capitalised terms used but not
defined herein have the meanings set out in the Offer to Purchase. Copies of
the Offer to Purchase are available, subject to registration and eligibility
confirmation, from the Tender Offer Website: https://projects.sodali.com/dbk
(https://projects.sodali.com/dbk) .

The Offeror has made the Tender Offer in combination with an offering of U.S.
Dollar-denominated Eurobonds issued under the Offeror's medium term note
programme (the "New USD Notes" and the offering of the New USD Notes, the "New
USD Notes Offering"). The New USD Notes Offering closed on 7 April 2025 and,
accordingly, the Financing Condition has been satisfied. The proceeds from the
New USD Notes Offering are expected, inter alia, to fund the Tender Offer. The
New USD Notes have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended. The Tender Offer is not an offer to sell
or a solicitation of offers to buy any New USD Notes. No action has been, or
will be, taken in any jurisdiction in relation to the New USD Notes to permit
a public offer of securities.

Early Tender Results

As of 5:00 p.m., New York City time, on 7 April 2025 (the "Early Tender
Participation Deadline"), U.S.$14,400,000 in aggregate principal amount of
outstanding Notes had been validly tendered and not withdrawn.

The Offeror intends to accept all Notes validly tendered and not withdrawn for
purchase. 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 9 April 2025 (the
"Early Settlement Date"). Following the Early Settlement Date, the remaining
outstanding aggregate principal amount of the Notes is expected to be
U.S.$310,746,000.

The Tender Offer will expire at 5:00 p.m., New York City time, on 22 April
2025, 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 7 April 2025. 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 of U.S.$970.00 per U.S.$1,000 and Accrued Interest, as defined
in the Offer to Purchase), if any, will be made on 24 April 2025 (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 or the Information and Tender Agent
makes any recommendation whether Holders should tender or refrain from
tendering Notes in the Tender Offer, and no one has been authorised by any of
them to make such a recommendation. 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.

Contact Details

The Offeror has retained Citigroup Global Markets Limited, JSC Halyk Finance,
J.P. Morgan Securities plc and Société Générale to act as Dealer Managers
for the Tender Offer and Sodali & Co Ltd., to act as Information and
Tender Agent for the Tender Offer. Questions regarding procedures for
tendering Notes may be directed to Sodali & Co at: +44 20 4513 6933, +1
203 658 9457 and +852 2319 4130 or by email at: dbk@investor.sodali.com.
Questions regarding the Tender Offer may be directed to Citigroup Global
Markets Limited at: +44 20 7986 8969 or by email to
liabilitymanagement.europe@citi.com; JSC Halyk Finance at: +7 727 339 43 73 or
by email to ib@halykfinance.kz, J.P. Morgan Securities plc at: +44 20 7134
2468 or by email to: em_europe_lm@jpmorgan.com; or Société Générale at +33
1 42 13 32 40 or by email to: liability.management@sgcib.com.

Disclaimer and Offer and Distribution Restrictions

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.

Neither the Offer to Purchase nor any related document has been filed with, or
reviewed by, the U.S. Securities and Exchange Commission, nor has any such
document been filed with or reviewed by, any securities commission or
regulatory authority of any U.S. state or jurisdiction or any other country.
No authority has passed upon the accuracy or adequacy of the Offer to Purchase
or any related documents. Any representation to the contrary is unlawful and
may be a criminal offense.

The distribution of this announcement and the Offer to Purchase 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.

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 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 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 or 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 № 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis, paragraph 4 of
CONSOB Regulation № 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 № 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 (as
defined in the Offer to Purchase) 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 1 April 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 16 June
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 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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