REG - Air Astana JSC - Announcement of Offer Price Range

Jefferies FinancialAnnouncement

29/01/2024 08:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240129:nRSc1926Ba&default-theme=true

RNS Number : 1926B  Air Astana JSC  29 January 2024

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA), CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.

This announcement is not a prospectus nor an offer of securities for sale in
any jurisdiction, including in or into the United States, Canada, Japan, South
Africa or Australia.

Neither this announcement, nor anything contained herein, nor anything
contained in the registration document issued by the Air Astana Joint Stock
Company dated 12 January 2024 (the "Registration Document") shall form the
basis of, or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Investors should not purchase any securities
referred to in this announcement or the Registration Document except solely on
the basis of the information contained in a prospectus in its final form
(together with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, that may be published by Air
Astana Joint Stock Company in due course in connection with a possible offer
of common shares in the Company (the "Shares") and common shares in the form
of global depositary receipts (the "GDRs", together with the Shares, the
"Securities") and the possible (i) admission of the GDRs to the standard
listing segment of the Official List of the Financial Conduct Authority (the
"FCA") and to trading on the main market for listed securities of London Stock
Exchange plc (the "LSE"); (ii) admission of the Securities to the official
list of securities of the Astana International Exchange (the "AIX") and to
trading on the AIX; and (iii) admission of the Shares to the "Premium"
category of the "Shares" sector of the "Main" market of the JSC Kazakhstan
Stock Exchange ("KASE") and admission to trading on the KASE. A copy of any
Prospectus published by the Company will, if published, be available for
inspection on the Company's website at www.airastana.com, subject to certain
access restrictions.

 

 

29 January 2024

Air Astana Joint Stock Company

Announcement of Offer Price Range

 

Following the announcement on 19 January 2024 confirming its intention to
proceed with an initial public offering of its GDRs internationally (the
"Global Offer") and a concurrent offering of Shares and GDRs in Kazakhstan
(the "Domestic Offer", and together with the Global Offer, the "Offering"),
Air Astana Joint Stock Company (the "Company" and, together with its
subsidiary, the "Air Astana Group") today announces the price range for the
planned Offering.

The Offering consists of the sale of Shares (or GDRs representing Shares) held
by BAE Systems (Kazakhstan) Limited ("BAE") and Sovereign Wealth Fund
Samruk-Kazyna Joint Stock Company ("SK"), in addition to new Shares (or GDRs
representing Shares) issued by the Company.

The Company intends to apply: (i) for the admission of the GDRs to the
standard listing segment of the Official List of the FCA and to trading on the
main market for listed securities of the LSE (the "London Admission"), and
(ii) for the admission of the Shares and the GDRs to the official list of the
AIX and to trading on the AIX (the "AIX Admission"). The Shares were admitted
to the "Premium" category of the "Shares" sector of the "Main" market of the
KASE on 19 January 2024, and the Company will apply for admission to trading
on the KASE (the "KASE Admission", and together with the London Admission and
AIX Admission, "Admission").

The indicative price range of the Offering (the "Offer Price Range") has been
set at USD 8.50 to USD 11.00 per GDR, and USD 2.13 to USD 2.75 per Share. The
final offer price per GDR and Share will be within the Offer Price Range. The
GDRs represent Shares in the Company with one GDR representing an interest in
four Shares. The final offer price per Share will be set in KZT and will be
equal to the final offer price per GDR divided by four, converted to KZT at
the National Bank of Kazakhstan ("NBK") official exchange rate effective on
the date preceding the Pricing Date. Investors' orders for Shares on KASE and
AIX should be submitted in KZT. For information purposes only, the Offer Price
Range of USD 2.13 to USD 2.75 per Share is equivalent to a range of KZT 956 to
KZT 1,237 per Share at the National Bank of Kazakhstan official exchange rate
effective on the date of this announcement.

In the Offering, the Company expects to issue Shares and GDRs, raising gross
proceeds of around USD 120 million. This would result in an expected market
capitalisation of between USD 770 million and USD 962 million.

The final price in respect of the Offering will be determined following a
bookbuilding process and is expected to be announced on or around 9 February
2024 (the "Pricing Date").

Peter Foster, Air Astana Group President and CEO, commented:

"We are pleased to announce the significant progress made for our initial
public offering on the LSE, AIX and KASE. The response to the offering and
strong investor interest have been very positive.

As one of the fast-growing airline groups, we firmly believe that Air Astana
represents an attractive investment proposition, supported by strong financial
and operational track record, significant growth opportunities, and an
experienced, disciplined management team. We look forward to continuing our
success while creating long-term value for our future shareholders."

 

Offer Highlights

 •    The Offer Price Range has been set at:
      (i)                                       between USD 8.50 and USD 11.00 per GDR; and
      (ii)                                      between USD 2.13 and USD 2.75 per Share. For information purposes only, this
                                                is equivalent to between KZT 956 and KZT 1,237 per Share at the NBK official
                                                exchange rate effective on the date of this announcement. Investors' orders
                                                for Shares on KASE and AIX should be submitted in KZT. The final offer price
                                                per Share will be set in KZT and will be equal to the final offer price per
                                                GDR divided by four, converted to KZT at the National Bank of Kazakhstan
                                                official exchange rate effective on the date preceding the Pricing Date.
 •    The Offering comprises:
      (i)                                       a domestic offer of GDRs (the "Domestic Offer GDRs") and Shares (the "Domestic
                                                Offer Shares" and together with the Domestic Offer GDRs, the "Domestic Offer
                                                Securities");
      (ii)                                      a global offer of GDRs (the "Global Offer GDRs"),
      including both (a) new Shares (or GDRs representing new Shares) to be issued
      by the Company, raising gross proceeds of approximately USD 120 million to
      support the Company's growth strategy and (b) existing Shares (or GDRs
      representing existing Shares) to be sold by SK and BAE.
 •    The Company intends to apply the net proceeds of the Offering towards the
      growth of the business and ancillary activities, whilst maintaining a prudent
      level of liquidity and borrowings.
 •    The GDRs will be listed and admitted to trading on the LSE and the AIX. The
      Shares will be listed and admitted to trading on the AIX and the KASE.
 •    The Domestic Offer Securities will be offered to institutional and retail
      investors in Kazakhstan through the facilities of AIX (GDRs and Shares) and
      KASE (Shares only).
 •    The GDRs represent Shares in the Company with one GDR representing an interest
      in four Shares.
 •    The Offering will result in gross proceeds of approximately USD 300 million of
      which approximately USD 120 million will be raised by the Company.
 •    In connection with the Global Offer, BAE intends to grant an over-allotment
      option for up to a maximum of 15% of the Global Offer GDRs.
 •    The Company, SK and BAE have agreed to a lock-up period of 180 days following
      London Admission, subject to certain customary exemptions.
 •    Final pricing is expected to be announced on or around the Pricing Date, with
      London Admission and unconditional dealings in the GDRs expected to commence
      on the LSE at 8.00 a.m. on 14 February 2024.
 •    Unconditional dealing in the Shares and GDRs on the AIX and in the Shares on
      KASE is expected to commence on or around 15 February 2024.
 •    The full details of the Offering will be included in the Prospectus which is
      expected to be published by the Company on the Pricing Date.
 •    In relation to the Global Offer, the Company has engaged Citigroup Global
      Markets Limited and Jefferies International Limited as the joint global
      coordinators and bookrunners (the "Joint Global Coordinators") and WOOD &
      Company Financial Services, a.s. as joint bookrunner.
 •    In relation to the Domestic Offer, the Company has engaged JSC Halyk Finance
      as local coordinator and joint bookrunner, Freedom Finance Global PLC as lead
      manager and JSC BCC Invest, JSC SkyBridge Invest and JSC Jusan Invest as
      co-managers.

 

- End -

Enquiries:

 Air Astana Group                                                  investor.relations@airastana.com (mailto:investor.relations@airastana.com)
 Irina Martinez (Head of Investor Relations)                       +7 727 258 41 36

                                                                   (ext. 1682)

 Instinctif Partners (IR and PR Adviser to Air Astana Group)       airastana@instinctif.com (mailto:airastana@instinctif.com)
 Damian Reece                                                      +44 7931 598 593
 Joe Quinlan                                                       +44 7493 867 439
 Vivian Lai                                                        +44 7493 867 459

 Joint Global Coordinators

 Citigroup Global Markets Limited
 Ken Robins / Ivan Starcevic / Naveen Mittel (Equity Syndicate) /  +44 20 7986 2175 / +44 20 3569 3726

 Luke Atkinson (Equity Syndicate)

 Jefferies International Limited
 Luca Erpici / Christopher Squire / Aditi Venkatram /              +44 20 7029 8000

 Oliver Berwin (Equity Syndicate)

 Joint Bookrunners

 WOOD & Company Financial Services, a.s.
 Nick Kaufmann (ECM)                                               +44 7534 664 275
 Wojciech Krajewski (IB)                                           +48 22 222 1542

 JSC Halyk Finance                                                 ib@halykfinance.kz (mailto:ib@halykfinance.kz)
 Investment Banking Department                                     +7 727 339 43 77
                                                                   (ext. 3327, 3356, 3419, 3326, 3373)

 Lead Manager
 Freedom Finance Global PLC                                        ib@ffin.kz (mailto:ib@ffin.kz)
 Investment Banking Department                                     +7 727 311 10 64 / +7 727 311 10 65

                                                                   (ext. 616, 342, 502, 415)

 Co-Managers

 JSC BCC Invest                                                    ib@bcc-invest.kz (mailto:ib@bcc-invest.kz)
 Investment Banking Department                                     +7 727 244 32 30 (ext.39040)

 Jusan Invest JSC                                                  ib@jusaninvest.kz (mailto:ib@jusaninvest.kz)
 Sanzhar Ospanov (Managing Director, Corporate Finance)            +7 701 888 2999

 JSC SkyBridge Invest                                              ib@sbinvest.kz (mailto:ib@sbinvest.kz)
 Investment Banking Department                                     +7 727 331 33 50 (ext.336)

 

 

Notes to Editors

About the Air Astana Group

The Air Astana Group is the largest airline group in Central Asia and the
Caucasus region based on market share. As of the date of this announcement,
the Air Astana Group operates a fleet of 50 aircraft split between Air Astana,
its full-service brand that operated its inaugural flight in 2002, and
FlyArystan, its low-cost carrier established in 2019.

The Air Astana Group provides scheduled, point-to-point and transit,
short-haul and long-haul air travel and cargo on domestic, regional and
international routes across Central Asia, the Caucasus, the Far East, the
Middle East, India and Europe. In the year ended 31 December 2022, the Air
Astana Group carried approximately 7.3 million passengers on approximately 52
thousand flights across 16 countries. The Air Astana Group successfully
recovered at a faster rate post-COVID in comparison to global averages and
generated a CAGR in revenue of 60.6% for the three years ended 31 December
2022.

In 2023, Air Astana was recognised for the eleventh year as the "Best Airline
in Central Asia and CIS" at the Skytrax World Airline Awards and received a
five-star rating in the major airline category by the Airline Passenger
Experience Association (APEX).

 

 

Important Legal Information

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

 

These materials are not an offer of securities for sale in the United
States.  The securities to which these materials relate have not been
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold in the United States absent registration
or an exemption from registration or in a transaction not subject to the
registration requirements under the Securities Act.  There will be no public
offering of the securities in the United States.

 

This document is being distributed to and is only directed at (i) persons who
are outside the United Kingdom or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) persons falling within Article
49(2)(a) to (d) of the Order or (iv) persons to whom it may otherwise lawfully
be communicated (all such persons in (i), (ii), (iii) and (iv) above together
being referred to as "relevant persons"). Any invitation, offer or agreement
to subscribe, purchase or otherwise acquire securities will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents.

 

In any member state of the European Economic Area, this communication is only
addressed to and is only directed at qualified investors in such member state
within the meaning of the Prospectus Regulation EU 2017/1129 (the "Prospectus
Regulation") or the United Kingdom within the meaning of the Prospectus
Regulation as it forms part of assimilated UK law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and no person
that is not a qualified investor may act or rely on this communication or any
of its contents.

 

These materials and the information contained herein are being sent solely to
the addressee and are for the sole use of the addressee. Neither these
materials nor the information contained herein constitute advertisement or are
intended for circulation to an unlimited circle of people. The addressee is
solely responsible for determining whether the addressee is eligible to
acquire or otherwise have an interest in the instruments offered pursuant to
these materials and for compliance with Kazakhstan law.

 

This communication is an advertisement in any member state of the European
Economic Area and the United Kingdom for the purposes of the Prospectus
Regulation, and the UK Prospectus Regulation, respectively, and underlying
legislation. It is not a prospectus. When approved and published, the
Prospectus relating to the Securities will be available on the issuer's
website at https://airastana.com (https://airastana.com) .

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "targets", "anticipates",
"expects", "intends", "may", "will", "forecast" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. Forward-looking statements may and often do differ materially from
actual results. No representation is made that any of these statements or
forecasts will come to pass or that any forecast results will be achieved. Any
forward-looking statements reflect the Air Astana Group's current view with
respect to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the Air Astana
Group's business, results of operations, financial position, liquidity,
prospects, growth and strategies. Forward-looking statements speak only as of
the date they are made.

 

In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Air Astana Group's actual
results, performance or achievements might be materially different from the
expected results, performance or achievements expressed or implied by such
forward-looking statements. Citigroup Global Markets Limited, Jefferies
International Limited, WOOD & Company Financial Services, a.s., JSC Halyk
Finance, Freedom Finance Global PLC JSC BCC Invest, JSC SkyBridge-Invest and
JSC Jusan Invest (together, the "Banks"), the Company or any member of the Air
Astana Group, or any of such person's affiliates or their respective
directors, officers, employees, agents or advisers expressly disclaim any
obligation or undertaking to update, review or revise any such forward-looking
statement or any other information contained in this announcement, whether as
a result of new information, future developments or otherwise, except to the
extent required by applicable law. You are therefore cautioned not to place
any undue reliance on such forward-looking statements. In addition, even if
the results of operations, financial condition and liquidity of the Air Astana
Group, and the development of the industry in which the Air Astana Group
operates, are consistent with the forward-looking statements set out in this
announcement, those results or developments may not be indicative of results
or developments in subsequent periods. No statement in this announcement is
intended to be a profit forecast.

 

The Air Astana Group may decide not to go ahead with the possible Offering and
there is therefore no guarantee that a Prospectus will be published, the
Offering will be made or Admissions will occur. Potential investors should not
base their financial decision on this announcement. Acquiring investments to
which this announcement relates may expose an investor to a significant risk
of losing all of the amount invested. Persons considering making investments
should consult an authorised person specialising in advising on such
investments. Neither this announcement, nor the Registration Document,
constitutes a recommendation concerning a possible offer. The value of
securities 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.

 

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice, (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances or (iii) a personal recommendation to you.

 

None of the Banks nor any of their respective affiliates and/or any of their
or their affiliates' directors, officers, employees, advisers and/or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to, the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) and/or any other
information relating to the Company, the Air Astana Group or its associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith.

 

Citigroup Global Markets Limited is authorised by the Prudential Regulatory
Authority and regulated by the FCA and the Prudential Regulatory Authority in
the United Kingdom. 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. None of Citigroup Global Markets Limited, Jefferies
International Limited or WOOD & Company Financial Services, a.s. will be
involved in, and are not licensed or authorised to participate in, and will
not be responsible for any aspect of, the possible Offering in the Republic of
Kazakhstan. Each of (i) JSC Halyk Finance; (ii) BCC Invest JSC; (iii)
SkyBridge Invest JSC; and (iv) Jusan Invest JSC is authorised and regulated in
Kazakhstan by the Agency of the Republic of Kazakhstan for Regulation and
Development of Financial Market. Each of JSC Halyk Finance, Freedom Finance
Global PLC and SkyBridge Invest JSC are regulated in the Astana International
Financial Centre by the Astana Financial Services Authority. Each of the Banks
will be acting exclusively for the Company and certain selling shareholders
and no one else in connection with the possible Offering. The Banks will not
regard any other person as their client in relation to the possible Offering
and will not be responsible to anyone other than the Company and certain
selling shareholders for providing the protections afforded to their
respective clients nor for giving advice in relation to the possible Offering,
the contents of this announcement or any transaction, arrangement or other
matter referred to herein. In connection with the withdrawal of the UK from
the European Union, the Banks may, at their discretion, undertake their
obligations in connection with the possible Offering by any of their
affiliates based in the EEA.

 

Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100%.

 

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
Company ascertained the underlying economic assumptions relied upon therein.

 

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCDZGZMVLFGDZG