RCS - JSC Kaspi.kz - JSC Kaspi.kz issues USD denominated Eurobond

Kaspi.kz AOAnnouncement

21/03/2025 15:30

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RNS Number : 7238B  JSC Kaspi.kz  21 March 2025

 

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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.

Joint Stock Company Kaspi.kz issues USD denominated Eurobond

March 21, 2025

Joint Stock Company Kaspi.kz ("Kaspi" - NASDAQ: KSPI), priced an offering of
U.S.$650,000,000 aggregate principal amount of 6.250% Notes due 2030 (the
"Notes") on March 18, 2025, and the settlement of the offering is expected to
occur on March 26, 2025, subject to the satisfaction of customary closing
conditions.

The Notes will be senior unsecured obligations of Kaspi. The Notes will only
be offered for sale in the United States of America to "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the U.S.
Securities Act of 1933 (the "Securities Act") in transactions that are exempt
from registration under the Securities Act, and outside the United States of
America in reliance on Regulation S under the Securities Act.

Interest on the Notes will be paid in cash semi-annually in arrear at a rate
of 6.250% per annum from and including September 26, 2025. Kaspi intends to
use the net proceeds from the Notes for general corporate purposes.

The transaction marks the largest ever investment grade bond issuance by a
non-sovereign from Kazakhstan.

 

Mikhail Lomtadze, CEO & co-founder of Kaspi.kz, commented:

 

"Our debut Eurobond is another important milestone for Kaspi.kz. Over the last
week we showcased our unique Super App business model to many of the world's
leading debt capital market investors. The ultimate success of the transaction
is testament to the strength of our proven and diverse business, built over
many years and our strong investment grade rating. As usual we will keep
working hard to develop innovative digital services that make everyday life
better for our customers in Kazakhstan and Türkiye."

 

About Kaspi.kz

Kaspi.kz's mission is to improve people's lives by developing innovative
mobile products and services. To deliver upon this we operate a unique
two-sided Super App model - Kaspi.kz Super App for consumers and Kaspi Pay
Super App for merchants.

 

Through these Super Apps consumers and merchants can access our leading
Payments, Marketplace, and Fintech Platforms. All our services are designed to
be highly relevant to users' everyday needs and enable consumers and merchants
to connect and transact between themselves.

 

The combination of a large, highly engaged consumer and merchant base,
best-in-class, highly relevant digital products and a capex lite approach,
results in strong top-line growth, a profitable business model and enables us
to continue innovating, delighting our users and fulfilling our mission.

 

In January 2025, Kaspi.kz acquired a 65.41% stake in Hepsiburada, a leading
e-commerce company in Türkiye.

 

Harvard Business School has written two case studies on Kaspi.kz which it
continues to teach to its MBA students.

 

Kaspi.kz has been listed on Nasdaq since January 2024.

For further information

david.ferguson@kaspi.kz  +44 7427 751 275

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the
U.S. federal securities laws, which statements relate to our current
expectations and views of future events. In some cases, these forward-looking
statements can be identified by words or phrases such as "believe," "may,"
"might," "will," "expect," "estimate," "could," "should," "anticipate," "aim,"
"estimate," "intend," "plan," "believe," "potential," "prospective,"
"continue," "is/are likely to" or other similar expressions. These
forward-looking statements are subject to risks, uncertainties and
assumptions, some of which are beyond our control. Therefore, you should not
place undue reliance on these forward-looking statements. In addition, these
forward-looking statements reflect our current views with respect to future
events and are not a guarantee of future performance. Actual outcomes may
differ materially from the information contained in the forward-looking
statements as a result of a number of factors, including, without limitation,
risks related to the following: our ability to attract sufficient new
customers, engage and retain our existing customers or sell additional
functionality, products and services to them on our platforms; our ability to
maintain and improve the network effects of our Super App business model; our
ability to improve or maintain technology infrastructure; our ability to
successfully execute the new business model and reach sustained profitability
of our e-Grocery operations; our ability to partner with sufficient new
merchants or maintain relationships with our existing merchant partners; our
ability to effectively manage the growth of our business and operations;
developments affecting the financial services industry; our brand or trusted
status of our platforms and Super Apps; our ability to retain and motivate our
personnel and attract new talent, or to maintain our corporate culture; our
ability to keep pace with rapid technological developments to provide
innovative services; our ability to implement changes to our systems and
operations necessary to capitalize on our future growth opportunities; changes
in relationships with third-party providers, including software and hardware
suppliers, delivery services, credit bureaus and debt collection agencies; our
ability to compete successfully against existing or new competitors; our
ability to integrate acquisitions, strategic alliances and investments; our
ability to adequately obtain, maintain, enforce and protect its intellectual
property and similar proprietary rights; evolving nature of Kazakhstan's
legislative and regulatory framework; our ability to obtain or retain certain
licences, permits and approvals in a timely manner; our ability to
successfully remediate the existing material weaknesses in our internal
control over financial reporting and our ability to establish and maintain an
effective system of internal control over financial reporting; dependence on
our subsidiaries for cash to fund our operations and expenses, including
future dividend payments, if any; and risks related to other factors discussed
under Item 3.D. "Risk Factors" in our Annual Report on Form 20-F filed with
the U.S. Securities and Exchange Commission on March 10, 2025 and other SEC
filings we make from time to time.

We operate in an evolving environment. New risks emerge from time to time, and
it is not possible for our management to predict all risks, nor can we assess
the effect of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.

The forward-looking statements made in this press release relate only to
events or information as of the date on which the statements are made in this
press release. Except as required by law, we undertake no obligation to update
or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which the
statements are made or to reflect the occurrence of unanticipated events.

MANUFACTURER TARGET MARKET (UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS). NO
UK PRIIPS KEY INFORMATION DOCUMENT ("KID") HAS BEEN PREPARED AS NOT AVAILABLE
TO RETAIL IN UK.

This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States of
America or in any other jurisdiction. The securities to which this
announcement relates have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, registration under the Securities Act and
applicable state securities laws. The securities will only be offered for sale
in the United States of America to "qualified institutional buyers" ("QIBs")
as defined in Rule 144A under the Securities Act in transactions that are
exempt from registration under the Securities Act, and outside the United
States of America in reliance on Regulation S under the Securities Act.

This announcement is being distributed to and is directed only at persons in
the United Kingdom having professional experience in matters relating to
investments, falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and persons
falling within Article 49(2) of the Order (all such persons together being
referred to as "relevant persons"). In the UK, this announcement must not be
acted on or relied on by persons who are not relevant persons. In the UK, any
investment or investment activity to which this announcement relates is
available only to relevant persons and will be engaged in only with such
persons.

Singapore SFA Product Classification: In connection with Section 309B of the
Securities and Futures Act 2001 of Singapore (the "SFA") and the Securities
and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP
Regulations 2018"), unless otherwise specified before an offer of Notes, the
Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the Notes are "prescribed capital markets
products" (as defined in the CMP Regulations 2018) and Excluded Investment
Products  (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).

The 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 Kazakhstani person or
entity, except in compliance with the Kazakhstan local offering requirements,
and except for those persons or entities that are capable of doing 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 in, and for the purpose of the laws of, Kazakhstan, unless such
advertisement is in full compliance with Kazakhstani laws and the rules and
regulations of the Astana International Financial Centre.

This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of securities or possession or distribution of
this announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.

 

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