REG - JSC Dev Bk of Kazakh - Tender Offer

Mitsubishi UFJ FinancialAnnouncement

25/05/2022 13:45

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RNS Number : 7874M  JSC Development Bank of Kazakhstan  25 May 2022

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

25 May 2022 - On 26 April 2022, JSC Development Bank of Kazakhstan (the
"Offeror"), a joint stock company organised in the Republic of Kazakhstan,
announced 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 was made upon the terms, and subject to the conditions, set forth
in the offer to purchase dated 26 April 2022 (the "Offer to Purchase").
Capitalised terms used in this announcement but not defined herein have the
meaning given to them in the Offer to Purchase.

The Tender Offer was made in combination with an offering of U.S.$500,000,000
5.75% Notes due 2025, listed on the Vienna MTF, the exchange-regulated market
of the Vienna Stock Exchange (Wiener Börse AG), 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 closed on 12 May 2022. The proceeds from the New Notes
Offering were used to partially fund the Tender Offer.

Early Tender Results

As of 5:00 p.m., New York City time, on 9 May 2022 (the "Early Tender
Participation Deadline"), U.S.$791,876,000 in aggregate principal amount of
outstanding Notes had been validly tendered and not withdrawn.

On 12 May 2022, the Offeror accepted for purchase:

·           all Priority Notes validly tendered and not withdrawn
in an aggregate principal amount up to (but not exceeding) final allocations
given to the relevant Holders of such Priority Notes in the New Notes (without
proration); and

·           other Notes validly tendered and not withdrawn on a pro
rata basis (with a proration factor of 85.9677%),

such that the aggregate principal amount of such Priority Notes and
Non-Priority notes accepted for purchase was U.S.$700,000,000.

Payment for Notes tendered at or prior to the Early Tender Participation
Deadline and accepted for purchase (comprising payment of the Total
Consideration and Accrued Interest) was made on 12 May 2022 (being the
business day the issuance of the New Notes was settled).

Final Results

The Tender Offer expired at 11:59 p.m., New York City time, on 23 May 2022
(the "Expiration Deadline"). As of the Expiration Deadline, no additional
Notes had been tendered since the Early Tender Participation Deadline, and the
Issuer had not accepted any additional Notes for purchase.

Accordingly, as of the Expiration Deadline, the remaining outstanding
aggregate principal amount of the Notes is U.S.$564,004,000.

The Offeror 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.

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.

Disclaimer

 

This announcement is for informational purposes only. The Tender Offer was
made only pursuant to the Offer to Purchase and only in such jurisdictions as
is permitted under applicable law. None of this announcement, the Offer to
Purchase nor any other documents or materials relating to the Tender Offer
constitutes an offer to purchase or the solicitation of an offer to tender or
sell Notes to or from any person located or resident in any jurisdiction where
such offer or solicitation is unlawful.

 

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