REG - JSC Halyk Bank JSC Halyk Bank-37QB - HALYK BANK LAUNCH OF FULLY MARKETED OFFERING

Halyk Bank AOAnnouncement

19/11/2025 07:00

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RNS Number : 0987I  JSC Halyk Bank  19 November 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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS
AMENDED.

19 November 2025

 

Joint Stock Company Holding Group ALMEX ("ALMEX" or the "Selling Shareholder")
and Joint Stock Company Halyk Bank of Kazakhstan ("Halyk" or the "Bank") today
announce the launch of the fully marketed offering and the bookbuilding
process to international and domestic investors of at least 12 million global
depositary receipts of the Bank ("GDRs") which in aggregate represent c.4% of
the Bank's outstanding common shares ("Shares"), with each GDR representing 40
Shares. The offer size may be increased as a result of the bookbuilding
process. The transaction is aimed at improving Halyk's liquidity profile
shares and diversifying the Bank's shareholder base.

The offering comprises (i) an international offering of GDRs (the
"International Offer GDRs") of the Bank by ALMEX (the "International
Offering"); and (ii) a domestic offering of GDRs (the "Domestic Offer GDRs"
and, together with the International Offer GDRs, the "Offer GDRs") and Shares
(the "Domestic Offer Shares") of the Bank by ALMEX (the "Domestic Offering"
and, together with the International Offering, the "Offering"). The Domestic
Offering will be carried out for institutional and retail investors in
Kazakhstan on the Astana International Exchange (the "AIX") (only in respect
of the Domestic Offer GDRs) and on the Kazakhstan Stock Exchange (the "KASE")
(only in respect of the Domestic Offer Shares). The Bank will not receive any
proceeds from the Offering.

The International Offer GDRs will be admitted to the certificates representing
certain securities (depositary receipts) category of the official list of the
UK Financial Conduct Authority (the "FCA") and to trading on London Stock
Exchange plc's main market for listed securities. The Domestic Offer GDRs and
Domestic Offer Shares will be admitted to trading on the AIX and KASE.

Citigroup Global Markets Limited , J.P. Morgan Securities plc and JSC Halyk
Finance have been appointed as Joint Global Coordinators for the Offering.

The International Offering is managed by Citigroup Global Markets Limited and
J.P. Morgan Securities plc. JSC Halyk Finance is not involved in, and is not
licensed or authorized to participate in, and will not be responsible for any
aspect of, the International Offering.

The Domestic Offering is managed by JSC Halyk Finance. Citigroup Global
Markets Limited and J.P. Morgan Securities plc are not involved in, and are
not licensed or authorized to participate in, and will not be responsible for
any aspect of, the Domestic Offering.

The final offering price per Domestic Offer Share will be determined in Tenge
and will be equal to the final offering price per Offer GDR divided by 40 and
converted into Tenge at the official exchange rate of the National Bank of
Kazakhstan (the "NBK") on the date preceding the Pricing Date (as defined
below). Investor orders for Domestic Offer Shares on KASE must be submitted in
Tenge.

The bookbuilding period will commence today, 19 November, and is expected to
close on 21 November 2025. A preliminary offering memorandum (the "Preliminary
Offering Memorandum") dated 19 November 2025 has been published in relation to
the Offering. The Offering Memorandum is available in electronic form on the
Bank's website https
(https://halykbank.com/for-shareholders/prospectuses-and-offering-memoranda)
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(https://halykbank.com/for-shareholders/prospectuses-and-offering-memoranda)
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The final offering price will be determined upon completion of the
bookbuilding process and is expected to be announced on or about 21 November
2025 (the "Pricing Date").

The Selling Shareholder currently holds 7,583,538,228 Shares, representing
c.69.5% per cent of the Bank's outstanding shares. Following the Offering,
ALMEX would remain the controlling shareholder of the Bank (with a
shareholding of not less than 51%). The remaining c.30.5% of the Shares are
currently in a free float.

The final offering price and the final number of Offer GDRs and Domestic Offer
Shares to be sold in the Offering is subject to agreement between Citigroup
Global Markets Limited, J.P. Morgan Securities plc and JSC Halyk Finance and
the Selling Shareholder at the close of the bookbuilding process, and the
results of the Offering will be announced after completion of the bookbuilding
process.

Full information about the Offering will be included in the Final Offering
Memorandum, which is expected to be available in electronic form on the Bank's
website https
(https://halykbank.com/for-shareholders/prospectuses-and-offering-memoranda)
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(https://halykbank.com/for-shareholders/prospectuses-and-offering-memoranda)
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memoranda
(https://halykbank.com/for-shareholders/prospectuses-and-offering-memoranda)
on the Pricing Date.

 

 

For further information, please contact:

Halyk Bank

 Mira Tiyanak           +7 727 259 04 30

                        MiraK@halykbank.kz

 Yekaterina Svanbayeva  +7 727 330 12 88

                        EkaterinaS@halykbank.kz

 Rustam Telish          +7 727 330 15 66

                        RustamT3@halykbank.kz

 Laura Kustubayeva      +7 727 259 60 27

                        LauraKus@halykbank.kz

 

 

 

 

 

 

IMPORTANT NOTICE

The Bank has prepared, and is solely responsible for, the Preliminary Offering
Memorandum for the Offering to which this announcement relates. Before you
invest, you should read the Preliminary Offering Memorandum for more complete
information about the Bank and the Offering. This announcement should be read
together with the Preliminary Offering Memorandum.

This announcement is not an offer of securities for sale into the United
States or in any jurisdiction in which such an offer or solicitation is
unlawful. The securities referenced herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), or under any relevant securities laws of any state or other
jurisdiction of the United States and 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 Securities Act and in
compliance with state securities laws. The Bank does not intend to register
any portion of the Offering in the United States or to conduct a public
offering of its securities in the United States. Prospective purchasers are
hereby notified that sellers of the Offer GDRs or the Domestic Offer Shares
may be relying on the exemption from the registration provisions of Section 5
of the Securities Act provided by Rule 144A under the Securities Act.

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 the UK version of
the Prospectus Regulation as it forms part of retained EU law by virtue of the
European Union (Withdrawal) Act 2018 who are (i) persons having 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");
or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order; or (iii) are other persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA (as
amended) in connection with the sale of any securities of the Bank or any
member of its group may otherwise lawfully be communicated or caused to be
communicated (all such persons referred to in (i), (ii) and (iii) together
being "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 and any subsequent offer of securities may be restricted by
law in certain jurisdictions and persons receiving this announcement or any
subsequent offer should inform themselves about and observe any such
restriction. Failure to comply with such restrictions may violate securities
laws of any such jurisdiction. No action has been taken by the Bank to permit
possession or distribution of this announcement in any jurisdiction where
action for that purpose may be required or doing so is restricted by
applicable laws. Persons into whose possession this announcement comes are
required by the Bank to inform themselves about and observe any such
restrictions. No public offers are being made in Australia, South Africa,
Japan, Canada, the United Arab Emirates (including the Abu Dhabi Global Market
and the Dubai International Financial Centre) and Qatar (including the Qatar
International Financial Centre).

Information contained in this announcement is not an offer, or an invitation
to make offers, to sell, purchase, exchange or otherwise transfer securities
in Kazakhstan to or for the benefit of any Kazakhstan person or entity, except
for those persons or entities that are capable to do so under the legislation
of Kazakhstan and any other laws applicable to such capacity of such persons
or entities. This announcement shall not be construed as an advertisement
(i.e., information intended for an unlimited group of persons which is
distributed and placed in any form and aimed to create or maintain interest in
the Bank and its merchandise, trademarks, works, services and/or its
securities and promote their sales) in, and for the purpose of the laws of,
Kazakhstan, unless such advertisement is in full compliance with Kazakhstan
laws.

None of Citigroup Global Markets Limited, J.P. Morgan Securities plc or JSC
Halyk Finance in their capacity as Joint Global Coordinators (collectively,
the "Joint Global Coordinators"), the Bank, the Selling Shareholder or any of
their respective affiliates, or any of their respective directors, officers,
employees, advisors or agents, makes any representation or warranty, express
or implied, that any transaction has been or may be effected on the terms or
in the manner stated in this announcement, or as to the achievement or
reasonableness of future projections, management targets, estimates, prospects
or returns, if any.

None of the Joint Global Coordinators or any of their respective affiliates,
or any of their respective directors, officers, employees or agents accepts
any responsibility whatsoever for the contents of this announcement or for any
statement made or purported to be made by the Bank, or on its behalf, in
connection with the Offering.  The Joint Global Coordinators and each of
their respective affiliates accordingly disclaim all and any liability whether
arising in tort, contract, or otherwise which they might otherwise have in
respect of this announcement or any such statement.  No representation or
warranty express or implied, is made by any of the Joint Global Coordinators
or any of their respective affiliates as to the accuracy or completeness of
the information set out in this announcement.

Each of Citigroup Global Markets Limited and J.P. Morgan Securities plc is
authorised by the UK Prudential Regulation Authority (the "PRA") and regulated
by the UK Financial Conduct Authority ("FCA") and the PRA.  JSC Halyk Finance
is authorised and regulated by the Agency of the Republic of Kazakhstan for
Regulation and Development of the Financial Market and Astana Financial
Services Authority.

The Joint Global Coordinators are acting exclusively for the Bank and the
Selling Shareholder and no-one else in connection with the Offering. They will
not regard any other person as their respective clients in relation to the
Offering and will not be responsible to anyone other than the Bank and the
Selling Shareholder for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.

In connection with the Offering, the Joint Global Coordinators and any of
their respective affiliates, acting as investors for their own accounts, may
purchase Offer GDRs and/or Domestic Offer Shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such GDRs, Shares and other securities of the Bank or related investments
in connection with the Offering or otherwise. Accordingly, references in the
Preliminary Offering Memorandum to the Offer GDRs and Domestic Offer Shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, such Joint Global Coordinators and any of
their affiliates acting as investors for their own accounts. The Joint Global
Coordinators do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so. In addition, certain of the Joint Global Coordinators or
their affiliates may enter into financing arrangements (including swaps or
contracts for differences) with investors in connection with which such Joint
Global Coordinators (or their affiliates) may from time to time acquire, hold
or dispose of Offer GDRs and/or Domestic Offer Shares (as the case may be).
None of the Joint Global Coordinators intends to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Unless otherwise indicated, market, industry and competitive position data are
estimated (and accordingly,  approximate) and should be treated with caution.
Such information has not been audited or independently  verified, nor has the
Bank, the Selling Shareholder or the Joint Global Coordinators ascertained the
underlying economic assumptions relied upon therein.

For the avoidance of doubt, the contents of the Bank's website or any website
directly or indirectly  linked to the Bank's website, are not incorporated by
reference into, and do not form part of, this announcement.

The Joint Global Coordinators, the Selling Shareholder and the Bank expressly
disclaim, to the fullest extent permitted by applicable law, any obligation or
undertaking to update, review or revise any forward looking statement
contained in this announcement whether as a result of new information, future
developments or otherwise, unless, in the case of the Bank, it is required to
do so by applicable law or regulation, including, without limitation, the UK
Listing Rules made by the FCA under the Financial Services and Markets Act
2000 (as amended) ("FSMA"), the Market Abuse Regulation (EU) No.596/2014 ("EU
MAR") and the UK version of EU MAR as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented, the
Disclosure Guidance and Transparency Rules made by the FCA under FSMA, the
rules of London Stock Exchange plc or the FCA.

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