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 AND 10.75% NOTES DUE 2025
1
May 2024 - On 2 April 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: (i) the 5.75% Notes due 2025 (the "USD Notes") issued by the Offeror (the
"USD Notes Tender Offer");
and (ii) the 10.75% Notes due 2025 (the "KZT Notes") issued by the Offeror (the
"KZT Notes Tender Offer" and, together with the
USD Notes Tender Offer, the "Tender Offers") 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 2 April
2024 (the "Offer to
Purchase"). Capitalised terms used but not defined herein
have the meanings set out in the Offer to
Purchase.
The Tender Offers were made
in combination with offerings (the "New Notes Offerings") of
U.S. Dollar-denominated Eurobonds issued under the Offeror's
medium term note programme (the "New USD Notes") and of Kazakhstan
Tenge-denominated Eurobonds issued under the Offeror's medium term
note programme (the "New KZT
Notes" and, together with the New USD Notes, the
"New Notes"). The New Notes
Offerings closed on 15 April 2024. The proceeds from the New Notes
Offerings were partially used to fund the Tender Offers.
Early Tender
Results
As of 5:00 p.m., New York City time,
on 15 April 2024 (the "USD Notes
Early Tender Participation Deadline"), U.S.$163,154,000 in
aggregate principal amount of outstanding USD Notes had been
validly tendered and not withdrawn.
As of 5:00 p.m. Central European
Summer Time, on 15 April 2024 (the "KZT Notes Early Tender Participation
Deadline"), KZT 20,573,500,000 in aggregate principal amount
of outstanding KZT Notes had been validly tendered and not
withdrawn.
On 17 April 2024 (the "Early Settlement Date"), the Offeror
accepted for purchase all USD Notes and all KZT Notes validly
tendered and not withdrawn as at the relevant Early Tender
Participation Deadline. Payment for the USD Notes and KZT Notes
tendered at or prior to the relevant Early Tender Participation
Deadline and accepted for purchase (comprising payment of the
relevant Total Consideration and Accrued Interest) was made in U.S.
Dollars on the Early Settlement Date.
Final
Results
USD Notes Tender
Offer
The USD Notes Tender Offer expired
at 5:00 p.m., New York City time, on 30 April 2024 (the
"USD Notes Expiration
Deadline"). As of the USD Notes Expiration
Deadline, U.S.$1,100,000 in additional aggregate principal amount of outstanding USD
Notes had been tendered since the USD Notes
Early Tender Participation Deadline.
The Offeror intends to accept all
such USD Notes validly tendered for purchase. Payment for USD Notes
tendered since the USD Notes Early Tender Participation Deadline
and at or prior to the USD Notes Expiration Deadline and accepted
for purchase (comprising payment of the USD Notes Tender Offer
Consideration and Accrued Interest) will be made on 2 May 2024 (the
"Final Settlement Date").
Following the Final Settlement Date, the remaining outstanding
aggregate principal amount of the USD Notes is expected to be
U.S.$335,746,000.
KZT Notes Tender
Offer
The KZT Notes Tender Offer expired
at 5:00 p.m., Central European Summer Time, on 30 April 2024 (the
"KZT Notes Expiration
Deadline"). As of the KZT Notes Expiration
Deadline, no additional KZT Notes had been tendered since the KZT
Notes Early Tender Participation Deadline, and the Offeror had not
accepted any additional KZT Notes for purchase. Accordingly, as
of the KZT Notes Expiration
Deadline, the remaining outstanding aggregate principal amount of
the KZT Notes is KZT 41,926,500,000.
*
* *
The Offeror retained Citigroup
Global Markets Limited, J.P. Morgan Securities plc, JSC Halyk
Finance, Mashreqbank psc and Société Générale to act as Dealer
Managers for the Tender Offers and Morrow Sodali Limited to act as
Information and Tender Agent for the Tender Offers.
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 Offers were 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 Offers
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.
