REG - JSC Dev Bk of Kazakh - Tender Offer

Mitsubishi UFJ FinancialAnnouncement

26/04/2022 10:30

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RNS Number : 3587J  JSC Development Bank of Kazakhstan  26 April 2022

NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

JSC DEVELOPMENT BANK OF KAZAKHSTAN ANNOUNCES AN OFFER TO PURCHASE FOR CASH UP
TO U.S.$700,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.125% NOTES DUE 2022

26 April 2022 - JSC Development Bank of Kazakhstan (the "Offeror"), a joint
stock company organised in the Republic of Kazakhstan, announces the launch of
its offer to purchase (the "Tender Offer") for cash the 4.125% Notes due 2022
issued by the Offeror (the "Notes") in an aggregate principal amount of up to
U.S.$700,000,000 (the "Maximum Tender Amount"). The Tender Offer is made upon
the terms, and subject to the conditions, set forth in the offer to purchase
dated 26 April 2022 (the "Offer to Purchase"). The Offeror reserves the right
to increase the Maximum Tender Amount at its sole discretion.

The Offeror is making the Tender Offer, in combination with an offering of
dollar-denominated Eurobonds to be issued under the Offeror's medium term note
programme (the "New Notes"), as a way of managing its financial liabilities
and debt maturity profile (the "New Notes Offering"). The New Notes Offering
is expected to price prior to the Early Tender Participation Deadline and to
close on or about 11 May 2022. Subject to the successful closing of the New
Notes Offering, the proceeds from the New Notes Offering are expected to
partially fund the Tender Offer. The Offeror intends to use existing cash on
hand to fund the remaining portion of the Tender Offer. Unless waived by the
Offeror, the Tender Offer is conditioned upon, among other things, the
successful completion (in the sole determination of the Offeror) of the New
Notes Offering (the "Financing Condition"). The New Notes have not been, and
will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The Tender Offer is not an offer to sell or a solicitation
of an offer to buy the New Notes. No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public offering of
securities.

The Tender Offer will expire at 11:59 p.m., New York City time, on 23 May
2022, unless extended or earlier terminated (such time and date, as the same
may be extended, the "Expiration Deadline"). Holders (as defined below) who
tender their Notes (as defined below) may withdraw such Notes at any time
prior to 5:00 p.m., New York City time, on 9 May 2022 (such time and date, as
the same may be extended, (the "Withdrawal Deadline")).

To receive the Total Consideration (as defined below), which includes an early
tender premium of U.S.$30.00 per U.S.$1,000 principal amount of the Notes
accepted for purchase pursuant to the Tender Offer (the "Early Tender
Premium"), Holders must validly tender and not validly withdraw their Notes
prior to 5:00 p.m., New York City time, on 9 May 2022, unless extended (such
time, as the same may be extended, the "Early Tender Participation Deadline").
Holders who validly tender their Notes after the Early Tender Participation
Deadline but at or prior to the Expiration Deadline will be eligible to
receive only the Tender Offer Consideration (as defined below), which is an
amount equal to the Total Consideration (as defined below) minus the Early
Tender Premium.

The following table sets forth certain terms of the Tender Offer:

 

 Title of Notes                                                      ISIN/CUSIP      Outstanding Principal Amount  Maximum Tender Amount                                                    Tender Offer Consideration((1)(4))  Early Tender Premium((2))  Total Consideration((2)(3)(4))
 4.125% Notes due 2022 issued by JSC Development Bank of Kazakhstan  Regulation S:   U.S.$1,264,004,000            U.S.$700,000,000                                                         U.S.$971.50                         U.S.$30.00                 U.S.$1,001.50

XS0860582435

Rule 144A:                                   aggregate

                                                                     US25159XAB91/                                 principal amount, subject to increase in the Offeror's sole discretion

                                                                     25159XAB9

_____________________

(1)  Per U.S.$1,000 principal amount of Notes validly tendered after the
Early Tender Participation Deadline but on or prior to the Expiration Deadline
and accepted for purchase.

(2)  Per U.S.$1,000 principal amount of Notes validly tendered on or prior to
the Early Tender Participation Deadline and accepted for purchase.

(3)  Per U.S.$1,000 principal amount, comprising the Tender Offer
Consideration and Early Tender Premium.

(4)  Excludes Accrued Interest, which will also be paid.

 

In addition to the Tender Offer Consideration or the Total Consideration, as
applicable, all holders of Notes accepted for purchase will also receive
accrued and unpaid interest on such Notes, rounded to the nearest U.S.$0.01
per U.S.$1,000 principal amount of Notes, from and including the last interest
payment date up to, but not including, the Early Settlement Date or the Final
Settlement Date (each as defined below), as applicable.

Notes may be subject to proration if the aggregate principal amount of the
Notes validly tendered and not validly withdrawn as of the Early Tender
Participation Deadline or the Expiration Deadline, as applicable, is greater
than the Maximum Tender Amount. Furthermore, as described in the Offer to
Purchase, Notes tendered at or prior to the Early Tender Participation
Deadline will be accepted for purchase in priority to Notes tendered after the
Early Tender Participation Deadline, and to the extent Notes are validly
tendered at or prior to the Early Tender Participation Deadline and accepted
for purchase pursuant to the Tender Offer, the portion of the Maximum Tender
Amount available for the purchase of Notes tendered after the Early Tender
Participation Deadline could be reduced significantly or eliminated
altogether. Moreover, as described in the Offer to Purchase, at the Early
Tender Participation Deadline or the Expiration Deadline, as applicable, the
Offeror intends to accept for purchase Notes from investors that have received
Acceptance Codes (as defined below) that can be obtained in connection with
the allocation of New Notes (as defined below) and pursuant to Tender and
Priority Acceptance Instructions (such Notes, the "Priority Notes") in
priority to investors tendering without Acceptance Codes pursuant to Tender
Only Instructions (such Notes, the "Non-Priority Notes"). To the extent any
Priority Notes are validly tendered and accepted for purchase pursuant to the
Tender Offer, the portion of the Maximum Tender Amount available for the
purchase of Non-Priority Notes could be reduced significantly or eliminated
altogether.

Notes tendered before the Early Tender Participation Deadline will receive
priority of acceptance with respect to the acceptance of their Notes in the
Tender Offer over Notes tendered after the Early Tender Participation
Deadline. Additionally, Noteholders who are allocated New Notes in addition to
tendering their Notes for purchase pursuant to the Tender Offer can receive
priority of acceptance ("Priority of Acceptance") over those who are not
allocated the New Notes through the use of an acceptance code (an "Acceptance
Code") for the acceptance of their Notes in the Tender Offer, subject to
satisfaction of the Financing Condition and completion of the Tender Offer.
Such Priority of Acceptance may be given, at the Offeror's sole discretion,
for an aggregate principal amount of Notes of up to the aggregate principal
amount of New Notes allocated to the relevant Noteholder in the primary
distribution of the New Notes. A Noteholder can obtain such an Acceptance Code
by contacting any of Citigroup Global Markets Limited, J.P. Morgan Securities
plc, JSC Halyk Finance or MUFG Securities EMEA plc at their respective contact
details below. The receipt of an Acceptance Code in conjunction with the issue
of the New Notes does not constitute a tender of Notes for purchase pursuant
to the Tender Offer.

No assurances can be given that any Noteholder that receives an Acceptance
Code will be given Priority of Acceptance, or be eligible to participate, in
the Tender Offer. Participating in the Tender Offer and requesting an
Acceptance Code are subject to all applicable securities laws and regulations
in force in any relevant jurisdiction, including those set out under "Offer
and Distribution Restrictions". In order for a Noteholder to be eligible to
receive Priority of Acceptance in the Tender Offer, an Acceptance Code must be
quoted in that Noteholder's tender instruction (a "Tender and Priority
Acceptance Instruction"). Noteholders who wish to tender Notes for purchase
pursuant to the Tender Offer but do not wish to subscribe for New Notes can
submit an instruction to this effect (a "Tender Only Instruction").
Additionally, Noteholders who have received Priority of Acceptance in an
amount equal to the aggregate principal amount of New Notes allocated to the
relevant Noteholder in the primary distribution of the New Notes but wish to
tender additional Notes in the Tender Offer may submit a separate Tender Only
Instruction in respect of such excess portion.

It is expected that payment for Notes tendered at or prior to the Early Tender
Participation Deadline and accepted for purchase will be made on the business
day the issuance of the New Notes is settled (currently expected to be 11 May
2022) (the "Early Settlement Date"), and payment for Notes tendered after the
Early Tender Participation Deadline but at or prior to the Expiration Deadline
and accepted for purchase will be made on 25 May 2022 (the "Final Settlement
Date").

Subject to applicable law and the terms and conditions of the Offer to
Purchase, the Offeror may terminate the Tender Offer, waive any or all of the
conditions of the Tender Offer prior to the Expiration Deadline, extend the
Expiration Deadline or amend the terms of the Tender Offer.

None of the Offeror, the dealer managers nor the information and tender agent
(nor any director, officer, employee, agent or affiliate of, any such person)
makes any recommendation whether holders should tender or refrain from
tendering Notes in the Tender Offer. Holders must make their own decision as
to whether to tender Notes and, if so, the principal amount of the Notes to
tender. Holders are urged to evaluate carefully all information in the Offer
to Purchase, consult their own investment and tax advisers and make their own
decisions whether to tender Notes in the Tender Offer, and, if so, the
principal amount of Notes to tender.

The Offeror has retained Citigroup Global Markets Limited, J.P. Morgan
Securities plc, JSC Halyk Finance and MUFG Securities EMEA plc to act as the
dealer managers for the Tender Offer and Kroll Issuer Services Limited to act
as information and tender agent for the Tender Offer. Questions regarding
procedures for tendering Notes may be directed to Kroll Issuer Services
Limited at: +44 20 7704 0880 or by email at: dbk@is.kroll.com.  Questions
regarding the Tender Offer may be directed to Citigroup Global Markets Limited
at: +44 20 7986 8969 or by email to liabilitymanagement.europe@citi.com; J.P.
Morgan Securities plc at: +44 20 7134 2468 or by email to:
em_europe_lm@jpmorgan.com; JSC Halyk Finance at: +7 727 339 43 73 or by email
to: ib@halykfinance.kz or MUFG Securities EMEA plc at +44 20 7577 2766 or by
email to liability.management@mufgsecurities.com.

This announcement is for informational purposes only and does not constitute
an offer to sell, or a solicitation of an offer to buy, any security. No
offer, solicitation, or sale will be made in any jurisdiction in which such an
offer, solicitation, or sale would be unlawful. The Tender Offer is only being
made pursuant to the Offer to Purchase. Holders of the Notes are urged to
carefully read the Offer to Purchase before making any decision with respect
to the Tender Offer.

The Offer to Purchase has not been filed or reviewed by any U.S. federal or
State or any foreign securities commission or regulatory authority, nor has
any such commission or authority passed upon the accuracy or adequacy of the
Offer to Purchase. Any representation to the contrary is unlawful and may be a
criminal offense.

The New Notes have not been and will not be registered under the Securities
Act. The Tender Offer is not an offer to sell or a solicitation of an offer to
buy the New Notes. No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of securities.

The distribution of this announcement in certain jurisdictions may be
restricted by law and therefore persons in such jurisdictions into which they
are released, published or distributed, should inform themselves about, and
observe, such restrictions. Any failure to comply with these restrictions may
constitute a violation of the laws of any such jurisdiction.

Offer and Distribution Restrictions

United Kingdom

The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Tender Offer is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended (the "FSMA"). Accordingly, this announcement, the Offer to Purchase
and such documents and/or materials are not being distributed to, and must not
be passed on to, persons in the United Kingdom other than (i) to those persons
in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")), (ii) to those persons who are within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of the Offeror,
(iii) to those persons who are outside the United Kingdom, or (iv) to any
other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as "Relevant
Persons") and the transactions contemplated herein will be available only to,
and engaged in only with, Relevant Persons. Any person who is not a Relevant
Person should not act on or rely on the Offer to Purchase or any of its
contents.

Republic of Kazakhstan

The Tender Offer is not being made, directly or indirectly, in the Republic of
Kazakhstan, except in compliance with the laws and regulations of the Republic
of Kazakhstan, including the rules of the Kazakhstan Stock Exchange (the
"KASE").  This announcement and the Offer to Purchase have not been, and will
not be, submitted for clearance to, nor approved by, the National Bank of
Kazakhstan.

France

The Tender Offer is not being made, directly or indirectly, to the public in
France. None of this announcement, the Offer to Purchase nor the Offer
Documents have been distributed to, or are being distributed to, the general
public in the Republic of France and only qualified investors (investisseurs
qualifiés), within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the "Prospectus Regulation") are eligible to participate in the Tender Offer.
The Offer to Purchase has not been, and will not be, submitted to the
clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of this announcement, the Offer to Purchase or any other document or
materials relating to the Tender Offer have been or will be submitted to the
clearance procedures of the Commissione Nazionale per le Società e la
Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer
is being carried out in Italy as an exempted offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998,
as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial
owners of the Notes that are resident and/or located in Italy can tender Notes
for purchase in the Tender Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with any other applicable laws and regulations and with any requirements
imposed by CONSOB and any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Tender Offer.

Belgium

None of this announcement, the Offer to Purchase nor the Offer Documents have
been submitted to or will be submitted for approval or recognition to the
Financial Services and Markets Authority (Autorité des services et marchés
financiers / Autoriteit voor financiële diensten en markten) and,
accordingly, the Tender Offer may not be made in Belgium by way of a public
offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007
on public takeover bids as amended or replaced from time-to-time. Accordingly,
the Tender Offer may not be advertised and the Tender Offer will not be
extended, and neither this announcement, the Offer to Purchase nor the Offer
Documents has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of
placement instruments and the admission to trading of placement instruments on
regulated markets, acting on their own account. The Offer to Purchase has been
issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Tender Offer. Accordingly, the information
contained in the Offer to Purchase may not be used for any other purpose or
disclosed to any other person in Belgium.

General

The Offer to Purchase does not constitute an offer to buy or the solicitation
of an offer to sell Notes, and tenders of Notes in the Tender Offer will not
be accepted from holders, in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue
sky or other laws require the Tender Offer to be made by a licensed broker or
dealer and the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Tender Offer shall be
deemed to be made by the Dealer Managers or such affiliate, as the case may
be, on behalf of the Offeror in such jurisdiction.

 

Forward-Looking Information

 Certain statements included herein may constitute forward-looking statements
within the meaning of the securities laws of certain jurisdictions. Certain
such forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "expects", "may", "are
expected to", "intends", "will", "will continue", "should", "would be",
"seeks", "anticipates" or similar expressions or the negative thereof or other
variations thereof or comparable terminology. These forward-looking statements
include all matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements regarding the
Offeror's intentions, beliefs or current expectations concerning, among other
things, the Offeror's results in relation to operations, financial condition,
liquidity, prospects, growth, strategies and the industry in which the Offeror
operates. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future.

These forward-looking statements speak only as of the date of this
announcement. The Offeror does not undertake any obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as may be required under Rule 14e-1 under
the U.S. Securities Exchange Act of 1934, as amended.

 

 

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