REG - JSC Halyk Bank JSC Halyk Bank-37QB - Pricing Announcement

Halyk Bank AOAnnouncement

21/11/2025 14:15

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RNS Number : 5913I  JSC Halyk Bank  21 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.

 

21 November 2025

 

Further to the announcement made on 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
pricing and successful completion of the bookbuilding process in relation to
the (i) international offering of 17,420,000 global depositary receipts of the
Bank ("GDRs") (the "International Offer GDRs") by ALMEX (the "International
Offering") and (ii) concurrent domestic offering of 205,000 GDRs (the
"Domestic Offer GDRs" and, together with the International Offer GDRs, the
"Offer GDRs"), and 121,800,000 common shares of the Bank ("Shares") (the
"Domestic Offer Shares") by ALMEX (the "Domestic Offering" and, together with
the International Offering, the "Offering"). Each GDR represents 40 Shares.
The number of Offer GDRs and Domestic Offer Shares sold in the Offering
represents 7.6% of the Bank's outstanding Shares.

ALMEX's gross proceeds from the Offering amount to USD 475,410,000, comprised
of 121.8 million Domestic Offer Shares sold at the offer price of KZT 298.66
per Share and 17.6 million Offer GDRs sold at the offer price of USD 23.00 per
GDR. 17.4 million International Offer GDRs were purchased by institutional
investors outside of Kazakhstan in the International Offering, and 0.2 million
Domestic Offer GDRs and 121.8 million Domestic Offer Shares were purchased by
investors in Kazakhstan. The Bank will not receive any proceeds from the
Offering.

Closing of the International Offering and admission to trading of the
International Offer GDRs on London Stock Exchange's main market for listed
securities and to listing to the certificates representing certain securities
(depositary receipts) category of the official list of the UK Financial
Conduct Authority (the "FCA"), is expected to occur on 25 November 2025.
Trading of the Domestic Offer GDRs on the Astana International Exchange and
the Domestic Offer Shares on the Kazakhstan Stock Exchange is expected to
commence on 26 November 2025. Following completion of the Offering, ALMEX will
hold 6,756,738,228 Shares in the Bank, representing approximately 62 per cent
of the Bank's outstanding Shares.

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 authorised 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 authorised to participate in, and will not be responsible for
any aspect of, the Domestic Offering.

In connection with the Offering, ALMEX has committed to a lock-up period of
365 days in respect of its remaining shareholding in the Bank, subject to
customary exceptions and waivers by Citigroup Global Markets Limited and J.P.
Morgan Securities plc.

 

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 final offering
memorandum for the Offering (the "Offering Memorandum") to which this
announcement relates. Before you invest, you should read the Offering
Memorandum for more complete information about the Bank and the Offering. This
announcement should be read together with the 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 Dubai International
Financial Centre and the Abu Dhabi Global Market) 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.

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
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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