REG - JSC Dev Bk of Kazakh - Tender Offer - Final Results

TPGAnnouncement

14/11/2024 13:00

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RNS Number : 2933M  JSC Development Bank of Kazakhstan  14 November 2024

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 FINAL RESULTS OF THE OFFER TO PURCHASE

FOR CASH IN U.S. DOLLARS

ANY AND ALL OF ITS OUTSTANDING

5.75% NOTES DUE 2025

14 November 2024 - On 15 October 2024, 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 for cash any and all
of the outstanding 5.75% Notes due 2025 (the "Notes") issued by the Offeror
(the "Tender Offer") from each Holder (as defined in the Offer to Purchase),
upon the terms and subject to the conditions set forth in the offer to
purchase dated 15 October 2024 (the "Offer to Purchase"). Capitalised terms
used but not defined herein have the meanings set out in the Offer to
Purchase.

The Offeror made the Tender Offer in combination with an offering of U.S.
Dollar-denominated Eurobonds issued under the Offeror's medium term note
programme (the "New USD Notes" and the offering of the New USD Notes, the "New
USD Notes Offering"). The New USD Notes Offering closed on 23 October 2024.
The proceeds from the New USD Notes Offering were partially used to fund the
Tender Offer.

Early Tender Results

As of 5:00 p.m., New York City time, on 28 October 2024 (the "Early Tender
Participation Deadline"), U.S.$10,600,000 in aggregate principal amount of
outstanding Notes had been validly tendered and not withdrawn.

On 30 October 2024 (the "Early Settlement Date"), the Offeror accepted for
purchase all Notes validly tendered and not withdrawn as at the Early Tender
Participation Deadline.

Final Results

The Tender Offer expired at 5:00 p.m., New York City time, on 13 November 2024
(the "Expiration Deadline"). As of the Expiration Deadline, no additional
Notes had been tendered since the Early Tender Participation Deadline, and the
Offeror had not accepted any additional Notes for purchase. Accordingly, as of
the Expiration Deadline, the remaining outstanding aggregate principal amount
of the Notes was U.S.$325,146,000.

*  *  *

The Offeror retained Citigroup Global Markets Limited, ICBC Standard Bank
plc., J.P. Morgan Securities plc, Jusan Invest JSC and Société Générale to
act as Dealer Managers for the Tender Offer and Morrow Sodali Limited, trading
as Sodali & Co, 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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