REG - JSC Kaspi.kz - Notice of Cancellation of Listing

Kaspi.kz AOAnnouncement

26/02/2024 07:15

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RNS Number : 4134E  JSC Kaspi.kz  26 February 2024

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT AND
NOT AN OFFER TO SELL OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY
SECURITIES NOR A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS
OR PROSPECTIVE INVESTORS SHOULD NOT MAKE INVESTMENT DECISIONS ON THE BASIS OF
ITS CONTENTS.

FOR IMMEDIATE RELEASE.

26 February 2024

Joint Stock Company Kaspi.kz

Notice of Cancellation of Listing of ADSs and Rule 144A GDRs

Joint Stock Company Kaspi.kz (LSE: KSPI in respect of the ADSs and LSE:80TE in
respect of the Rule 144A GDRs) ("Kaspi.kz" or the "Company"), announces that
it intends to cancel the London Stock Exchange listing of its ADSs and Rule
144A GDRs on 25 March 2024.

Cancellation of Listing

In accordance with Listing Rule 5.2.8R, the Company hereby gives notice of its
intention to cancel the listing of its ADSs and its Rule 144A GDRs on the
standard segment of the Official List of the FCA and the admission to trading
of its ADSs and its Rule 144A GDRs on the LSE's main market for listed
securities. Pursuant to Listing Rule 5.2.8R, the Company is required to give
at least twenty business days' notice of the intended cancellation of listing
of its ADSs and its Rule 144A GDRs. Accordingly such cancellation is expected
to occur by no later than 25 March 2024.

Background and Reasons for Cancellation

By way of background, the ADSs (formerly Regulation S GDRs) and the Rule 144A
GDRs have been admitted to trading on the Main Market since 15 October 2020.
The Company recently announced the completion of its initial public offering
of ADSs in the United States.  The ADSs began trading on the Nasdaq Global
Select Market ("Nasdaq") on 19 January 2024, and the Company now expects the
majority of trading in the ADSs to occur on Nasdaq.

The Company has applied for the cancellation of the admissions to listing and
trading of its ADSs and Rule 144A GDRs in London due to the low volumes being
traded on the main market of the LSE. The Company believes that, given its
Nasdaq listing and the limited liquidity of the ADSs and Rule 144A GDRs in
London, the costs and ongoing regulatory compliance and administrative burden
of maintaining the admission to listing of the ADSs and the Rule 144A GDRs on
the FCA's Official List and the admission to trading on the main market of the
LSE are disproportionate to the benefits of such admissions.

The cancellation of the London listing of the ADSs and Rule 144A GDRs is not
expected to have an impact on ADS holders who hold their ADSs in brokerage
accounts in The Depository Trust Company ("DTC") for trading on Nasdaq.
However, should you have any questions in relation to the cancellation of the
London listing of the ADSs and Rule 144A GDRs or if you wish to realign your
position in the ADSs from a custodian account in Euroclear/Clearstream into a
custodian account in DTC for trading on Nasdaq, the Company recommends that
you consult your broker.  A list of frequently asked questions on
cancellation of the London listing for ADS and Rule 144A GDR holders is
included in the appendix to this announcement.

The information contained in this announcement is deemed by the Company to
constitute inside information for the purposes of Article 7 of the UK Market
Abuse Regulation. By the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain. The person responsible for arranging for the release of this
announcement on behalf of the Company is David Ferguson, Head of Investor
Relations.

The LEI of Kaspi.kz is 2549003YU6FARG8OAZ13.

 

Appendix

Cancellation of London Stock Exchange Listing of ADSs and Rule 144A GDRs -
Frequently Asked Questions

 

How are Kaspi's ADSs listed on the London Stock Exchange different from its
ADSs listed on Nasdaq?

 

The ADSs listed on London Stock Exchange and Nasdaq are the same security with
the same CUSIP and ISIN.

 

Former holders of Kaspi's Regulation S GDRs are reminded that in connection
with the company's recent US initial public offering and listing on the Nasdaq
Stock Market ("Nasdaq"), Kaspi amended the terms of, and renamed, the
outstanding Regulation S GDRs so as to designate them as ADSs.  Therefore,
holders of Regulation S GDRs currently hold ADSs.

 

I hold ADSs currently trading on the London Stock Exchange. How do I convert
my position to hold ADSs trading on Nasdaq?

 

The ADSs listed on Nasdaq clear through the Depository Trust Company whereas
the ADSs listed on the London Stock Exchange clear through
Euroclear/Clearstream.

 

Investors can continue to hold their ADSs in either Clearstream or Euroclear.
However, to trade their ADS position on Nasdaq investors will need to transfer
their position to the Depository Trust Company to satisfy the settlement of
the trade.

 

To do this, simply contact your broker and request to realign your position in
the ADSs from a custodian account in Euroclear/Clearstream into a custodian
account in DTC for trading on Nasdaq.

 

Do I need to sell my ADSs trading on the London Stock Exchange and separately
buy ADSs trading on Nasdaq in order to convert my position to hold ADSs
trading on Nasdaq?

 

No, the ADSs currently listed on the London Stock Exchange and the ADSs listed
on Nasdaq are the same security.  We advise you contact your broker and
request they assist you in transferring your position in the ADSs from a
custodian account in Euroclear/Clearstream into a custodian account in DTC if
you wish to settle a trade on Nasdaq.

 

I already hold Kaspi's ADSs trading on Nasdaq. Do I need to take any action
due to the cancellation of the London Stock Exchange listing?

 

No, Kaspi's Nasdaq-listed ADSs will continue to trade as normal and existing
holders of Kaspi's Nasdaq-listed ADSs do not need to take any action.

 

When will the cancellation of the London Stock Exchange Listing of ADSs and
Rule 144A GDRs be effective?

 

Subject to formal approval by the FCA, the cancellation of the London Stock
Exchange listing of ADSs and Rule 144A GDRs is expected to become effective at
08.00 a.m. (London time) on Monday, 25 March 2024.

 

I have further questions that are not addressed in this FAQ. Where can I find
further information?

 

Should you have any questions in relation to the cancellation of the London
listing of the ADSs and Rule 144A GDRs or if you wish to realign your position
in the ADSs from a custodian account in Euroclear/Clearstream into a custodian
account in DTC for trading on Nasdaq, we recommend that you consult your
broker. For any additional queries arising, you may contact the depositary
bank, The Bank of New York Mellon at DRBrokerSolutions@bnymellon.com
(mailto:DRBrokerSolutions@bnymellon.com) .

 

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