REG - JSC Kaspi.kz - Kaspi.kz Announces Launch of U.S. IPO

Kaspi.kz AOAnnouncement

17/01/2024 07:00

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RNS Number : 9168Z  JSC Kaspi.kz  16 January 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

KASPI.KZ ANNOUNCES LAUNCH OF

U.S. INITIAL PUBLIC OFFERING

January 16, 2024

Joint Stock Company Kaspi.kz (the "Company" or "Kaspi.kz") announces the
launch of a roadshow for the U.S. initial public offering (the "Offering") of
9,000,000 American depositary shares ("ADSs"), each representing one of the
Company's common shares, offered by Mr. Vyacheslav Kim, Mr. Mikheil Lomtadze
and Asia Equity Partners Limited (the "Selling Shareholders"). The Selling
Shareholders are expected to grant the underwriters an option to purchase up
to an additional 1,350,000 ADSs to cover over-allotments, if any, for
30 days after the date of the final prospectus.

Kaspi.kz has applied to list the ADSs on the Nasdaq Global Select Market under
the symbol "KSPI." Regulation S global depositary receipts ("Regulation S
GDRs") and Rule 144A global depositary receipts, each representing one of the
Company's common shares, are currently listed and traded on the Main Market of
the London Stock Exchange under the symbols "KSPI" and "80TE," respectively.
The Offering price will be determined based on the bookbuilding process and
the closing price of Regulation S GDRs on the Main Market of the London Stock
Exchange on the pricing date of the Offering.

Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Citigroup
Global Markets Inc. are acting as lead active bookrunners for the Offering,
and Nomura Securities International, Inc., Susquehanna Financial Group, LLLP
and WR Securities, LLC are acting as additional bookrunning managers for the
Offering.

The Offering will be made only by means of a prospectus. Copies of the
preliminary prospectus relating to the Offering may be obtained by visiting
EDGAR on the website of the U.S. Securities and Exchange Commission (the
"SEC") at www.sec.gov. Alternatively, copies of the preliminary prospectus may
be obtained from:

·    Morgan Stanley & Co. LLC, Attention: Prospectus Department,
180 Varick Street, 2(nd) Floor, New York, NY 10014; tel.:
+1 866 718 1649; email: prospectus@morganstanley.com
(mailto:prospectus@morganstanley.com) ;

·    J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717; tel.: +1 866 803 9204; and

·    Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717; tel.: +1 800 831 9146.

A registration statement relating to these securities has been filed with the
SEC but has not yet become effective. These securities may not be sold, nor
may offers to buy be accepted, prior to the time the registration statement
becomes effective. This press release does not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. Any offers,
solicitations or offers to buy, or any sales of securities will be made in
accordance with the registration requirements of the U.S. Securities Act of
1933, as amended.

About Kaspi.kz

Kaspi.kz operates a two-sided Super App business model: the Kaspi.kz Super App
for consumers and the Kaspi Pay Super App for merchants and entrepreneurs.
Kaspi.kz's offerings include payments, marketplace and fintech solutions for
both consumers and merchants.

Contacts

David Ferguson

david.ferguson@kaspi.kz

+44 7427 751 275

Important Notice

This announcement is not for distribution in any jurisdiction where its
publication, distribution or release would be unlawful.

This announcement and any offer of securities to which it relates is only
addressed to and directed at (a) in any Member State of the European Economic
Area, persons who are "qualified investors" within the meaning of Article 2(e)
of the Prospectus Regulation (EU) 2017/1129 (as amended) and (b) in the United
Kingdom, persons who are (a) "qualified investors", within the meaning of
Article 2(e) of the Prospectus Regulation as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018 who are
also (i) investment professionals within the meaning of Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (ii) persons falling within Article 49(2)(a) to (d) of the Order
(high net worth entities, unincorporated associations, etc.), or (iii) persons
to whom an invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) may otherwise lawfully be communicated
or caused to be communicated (all such persons together being referred to as
"relevant persons"). Any investment or investment activity in the United
Kingdom to which this announcement relates is only available to, and will be
engaged only with, relevant persons. Any person in the United Kingdom who is
not a relevant person should not act or rely on this announcement or any of
its contents.

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