REG - JSC Kaspi.kz - Kaspi.kz Issues 2nd USD Denominated Eurobond

Kaspi.kz AOAnnouncement

24/04/2026 13:15

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RNS Number : 8817B  JSC Kaspi.kz  24 April 2026

 

Kaspi.kz Successfully Issues $600 million of 5.900% Senior Unsecured Notes due
2031

April 24, 2026

Joint Stock Company Kaspi.kz ("Kaspi.kz" - NASDAQ: KSPI) announces the
successful issuance of its 2031 senior unsecured Notes (the "Notes") for a
total amount of $600 million.

The transaction - the second since the company achieved Investment Grade
status - was met with strong demand from approximately 130 institutional
investors and was 3.5x oversubscribed. The proceeds will be used for general
corporate purposes and will further strengthen the company's liquidity.

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

"Our second international bond offering since achieving investment-grade
ratings marks another important step in broadening Kaspi.kz's access to global
debt capital markets and deepening our relationships with leading
international investors. The strong demand for this transaction reflects
confidence in our strategy, operating performance and strong cash generation.
We remain well positioned to reinforce our leadership in Kazakhstan,
accelerate the growth of our business in Türkiye and keep developing
innovative digital services that improve the daily lives of our consumers and
merchants."

Transaction Highlights

·    Title of Securities: 5.900% Senior Unsecured Notes due 2031

·    Issue Size: US$600 million

·    Tenor: 5 years

·    Issuer Ratings: Baa3 (Moody's) / BBB- (Fitch)

·    Coupon: 5.900%, payable semi-annually from and including October 28,
2026

·    Settlement: April 28, 2026

The transaction was led by Citigroup and J.P. Morgan as Joint Lead Managers
and Joint Bookrunners, and BCC Invest as Kazakhstan Manager.

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.

About Kaspi.kz

Kaspi.kz's mission is to improve people's lives by developing innovative
mobile products and services.

 

Kaspi.kz operates a unique two-sided Super App model, serving more than 25
million consumers and 900 thousand merchants across Kazakhstan and Türkiye.
In Kazakhstan, our Super App seamlessly integrates payments, e-commerce,
e-grocery, fintech, travel, classifieds and government services. This
comprehensive offering is deeply relevant to users' daily lives, driving
exceptional engagement with 77 monthly transactions per active consumer. In
Türkiye, Kaspi.kz owns an 86% stake in Hepsiburada, one of the country's
leading e-commerce platforms.

 

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," "could," "should," "anticipate," "aim," "estimate,"
"intend," "plan," "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 profitability in certain of our 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 and realize the benefits of such transactions; our ability to
adequately obtain, maintain, enforce and protect our intellectual property and
similar proprietary rights; risks related to Kazakhstan and the other
countries in which we operate, including with regard to the evolving nature of
the applicable legislative and regulatory framework and that of other
jurisdictions in which we operate; our ability to obtain or retain certain
licenses, permits and approvals in a timely manner; our ability to remediate
additional material weaknesses (if any) in our internal control over financial
reporting or those of certain of our subsidiaries 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 16, 2026 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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