REG - Air Astana JSC - Confirmation of Intention to Float

Jefferies FinancialAnnouncement

19/01/2024 08:15

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RNS Number : 2811A  Air Astana JSC  19 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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR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.

 

 

19 January 2024

Air Astana Joint Stock Company

Confirmation of Intention to Float on the London Stock Exchange, Astana
International Exchange and Kazakhstan Stock Exchange

 

Following the announcement on 12 January 2024 of its expected intention to
float, Air Astana Joint Stock Company (the "Company" and, together with its
subsidiary, the "Air Astana Group") today confirms its intention to undertake
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"), and certain
details of the Offering.

The Offering will comprise the sale of Shares and GDRs held by BAE Systems
(Kazakhstan) Limited ("BAE") and Sovereign Wealth Fund Samruk-Kazyna Joint
Stock Company ("SK"), in addition to new Shares and GDRs 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 Company has also made
an application for the Shares to be admitted to the "Premium" category of the
"Shares" sector of the "Main" market of the KASE and will apply for admission
to trading on the KASE (the "KASE Admission").

The final offer price in respect of the Offering, together with the maximum
number of GDRs and Shares to be sold in the Offering, will be determined
following a book-building process. The London Admission and AIX Admission are
currently expected to occur in February 2024 and KASE Admission is expected to
occur on or around the date of this announcement.

 

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

"On behalf of the Company, I am delighted to formally confirm our intention to
bring Air Astana Group to the public markets. As the largest airline group in
Central Asia and the Caucasus, we are confident that our industry standing,
market position and growth profile present a compelling investment
opportunity. This is an important milestone in our long-term strategy and we
look forward to welcoming new Kazakh and international investors as
shareholders."

 

Confirmation of Offer Details

·      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
KASE.

·      The Offering will comprise:

(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 USD120 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 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 Offering will result in a free float of at least 25% of the
issued share capital of 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 GDRs represent Shares in the Company with one GDR
representing an interest in four Shares.

·      If published, any additional details in relation to the Offering
will be disclosed in the Prospectus.

·      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 joint bookrunner, Freedom Finance Global PLC as lead manager
and JSC BCC Invest, JSC SkyBridge Invest and JSC Jusan Invest as co-managers.

·      The management roadshow is expected to commence on 29 January
2024.

 

- 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 Co-ordinators

 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.

 

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