KCELL ANNOUNCES OFFERING PRICE OF GDR ON LONDON STOCK EXCHANGE AT US$10.50 PER GDR AND PRICE OF COMMON SHARES ON KASE AT KZT1,578.68 PER COMMON SHARE
12.12.12 10:51
/KASE, December 12, 12/ - JSC "Kcell" (Almaty), whose bonds are officially
listed at Kazakhstan Stock Exchange (KASE), has provided KASE with the
following announcement of December 12, 2012.
quote
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
This announcement does not constitute or form part of any offer for sale or
subscription of or solicitation to buy or subscribe for any securities, and
neither this announcement nor any part of it shall form the basis of or be relied
on in connection with or act as an inducement to enter into any contract or
commitment whatsoever.
This announcement is an advertisement and not a prospectus. Investors should
not purchase or subscribe for any transferable securities referred to in this
announcement except on the basis of information in the prospectus to be
published by Kcell Joint Stock Company in due course in connection with the
admission of its common shares to the official list of JSC "Kazakhstan Stock
Exchange" (the "KASE"), as well as in connection with the admission of its
global depositary receipts to the official list of the United Kingdom Listing
Authority and to trading on the London Stock Exchange plc's (the "LSE") main
market for listed securities.
12 December 2012
Kcell announces pricing of its offering of GDRs on London Stock Exchange
and common shares on KASE at US$ 10.50 per GDR and KZT 1,578.68 per
common share
Kcell Joint Stock Company ("Kcell" or the "Company"), the leading provider of
mobile telecommunications services in Kazakhstan by market share in terms of
revenue and subscribers as at 30 September 2012, today announces the
pricing of the offering (the "Offering") of its common shares ("Shares") and
global depositary receipts (the "GDRs").
The price has been set at US$ 10.50 per GDR and KZT 1,578.68 per Share
based on the weighted average Kazakhstan Tenge/U.S. dollar exchange rate
set in the morning session of the KASE on 11 December, which is the business
day preceding this announcement (the "Applicable NBK Rate"). Each GDR
represents an interest in one Share.
The total size of the Offering is US$ 525 million.
The offer price implies a market capitalisation of Kcell of US$ 2.1 billion (or
KZT 315.7 billion converted using the Applicable NBK Rate) at listing.
The Offering consists of a sale by Sonera Holding B.V., a wholly-owned
subsidiary of TeliaSonera AB, of 50 million of the Company's common shares,
including Shares represented by GDRs, representing 25 percent of the
Company's share capital. As at the date of this announcement, the Company's
issued and outstanding share capital consisted of 200 million common shares.
Following the Offering, TeliaSonera will hold directly and indirectly 61.9% of the
Company's common shares.
Conditional dealings in the GDRs on the LSE are expected to commence today.
Admission of the GDRs to the Official List of the UK Listing Authority and
unconditional dealings of the GDRs on the LSE's International Order Book
under the symbol "KCEL" are expected to take place on 17 December 2012.
Admission of Shares to trading on the KASE under the symbol "KCEL" is
expected to take place on 13 December 2012.
Sonera Holding B.V. has granted the bookrunners a put option for 5 million
GDRs exercisable for a period of up to 30 calendar days from the
commencement of conditional dealings on the LSE to sell to Sonera Holding
B.V. up to such number of GDRs which have been purchased in the market as
a result of stabilisation activities.
Veysel Aral, Chief Executive Officer of Kcell, said:
"We are delighted that the IPO of Kcell has received such positive support from
investors both in Kazakhstan and internationally. Kcell provides an opportunity
to participate in Kazakhstan's robust economic growth through investment in a
highly profitable business with an attractive dividend policy backed by the
Company's cash flow.
"With TeliaSonera's on-going commitment, we are well placed to benefit from
the increase in mobile telecommunications content and development of data
services in Kazakhstan as we strive to further grow the value of the Company
on behalf of our shareholders."
Lars Nyberg, Chief Executive Officer of TeliaSonera, said:
"We are very pleased by the positive response from both Kazakh and
international investors to the opportunity of investing in Kcell. In a short
period of time, and in a relatively tough stock market, we have managed to
successfully complete two IPOs. This increases the value of our stakes in both
Megafon and Kcell, which continues to be one of our most valuable
subsidiaries and a strategic asset."
Credit Suisse, UBS Investment Bank and Visor Capital are acting as joint global
coordinators and joint bookrunners of the Global Offer. Renaissance Capital is
acting as a joint bookrunner and Halyk Finance is acting as a co-manager of
the Global Offer. The Domestic Offer is being led by Visor Capital.
For further information contact:
International Media
College Hill
Leonid Fink, Tony Friend, Kay Larsen +44 207 457 2020
Kazakhstan Media
United Agencies
Olesya Beruashvili +7 (727) 292 16 01
Swedish Media
TeliaSonera
Press office +46 771 77 58 30
Important Notice
This press release does not constitute or form part of any offer or invitation to
sell, or any solicitation of any offer to purchase nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefore. The offer and the distribution of this
press release and other information in connection with the listing and offer in
certain jurisdictions may be restricted by law and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This communication is only directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or
(iv) other persons to whom it may lawfully be communicated (all such persons
together being referred to as "relevant persons"). The offered securities are only
available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such securities will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this
communication or any of its contents.
This press release is not an offer to sell nor a solicitation to buy any
securities nor a prospectus for the purposes of EU Directive 2003/71/EC (together
with any applicable implementing measures in any Member State, the "Prospectus
Directive") as may be amended from time to time. This communication is only
addressed to qualified investors in that Member State within the meaning of the
Prospectus Directive. A prospectus will be prepared and made available in
accordance with the Prospectus Directive if any securities are issued and, when
published, will be obtainable in accordance with the Prospectus Directive.
Investors should not subscribe for or purchase any securities referred to in this
press release except on the basis of the information contained in the prospectus
to be published by the Company in due course relating to the securities. The
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU, to the extent
implemented in any relevant Member State) and includes any relevant
implementing measure in the relevant Member State.
This press release may not be published, distributed or transmitted in or into the
United States. This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities discussed herein. The securities
mentioned herein have not been, and will not be, registered under the United
States Securities Act of 1933 (the "Securities Act") and may not be offered or
sold in the United States unless they are registered under the Securities Act or
pursuant to an exemption from registration. There will be no public offering of
the securities in the United States.
Certain statements included herein may constitute forward-looking statements
that involve a number of risks and uncertainties. Such forward-looking
statements are based on numerous assumptions regarding the Company's
present and future business strategies and the environment in which the
Company will operate in the future. Forward-looking statements are not
guarantees of future performance. These forward-looking statements speak
only as at the date of this release. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
In connection with the Offering, Credit Suisse has been appointed to act as a
stabilising manager (the "Stabilising Manager"), and it or persons acting on its
behalf, may (but will be under no obligation to), to the extent permitted by law,
over-allot the GDRs or effect other stabilisation transactions with a view to
supporting the market price of the GDRs at a level higher than that which might
otherwise prevail in the open market for a limited period after the issue date.
However, the Stabilising Manager is not required to enter into such transactions.
Such stabilising, if commenced, may be discontinued at any time without prior
notice, and may only be undertaken during a period of 30 days after the
announcement of the offer price of the GDRs. Save as required by law or
regulation, neither the Stabilising Manager nor any of its agents intends to
disclosure the extent of any over-allotments made and/or stabilisation
transactions conducted in relation to the Offering.
unquote
[2012-12-12]