/KASE, July 22, 14/ – Kazkommertsbank JSC (Almaty), whose securities are
officially listed on Kazakhstan Stock Exchange (KASE), has provided KASE with
the following press-release of July 22, 2014:
quote
Joint-Stock Company Kazkommetsbank (hereinafter "The Bank") announces that
in accordance with the Option Agreement in respect of JSC Kazkommertsbank
as of 15 January 2009 signed between JSC “Samruk-Kazyna", JSC "Central-Asian
Investment Company", Mr. N.S. Subkhanberdin, JSC
AlnairCapitalHolding and the Bank (hereinafter "The Option Agreement"), the
Bank intends to realize its right to buy part of the Bank's common shares owned
by JSC Samruk-Kazyna and buy part of common shares owned by JSC Samruk-
Kazyna based on the terms of the Option Agreement and in accordance with the
legislation of the Republic of Kazakhstan.
In accordance with clause 1 of Article 26 of the Law #415-II on Joint-Stock
Companies as of 13 May 2013, the Bank extends offer to other minority
shareholders, holders of common shares, to buy back common shares of the
Bank at the following terms.
Total amount of the Bank's common shares announced for buyback (hereinafter,
"the Shares") will not exceed 79,198,025 common shares at the price of
475.3667 tenge per common share (one GDR is equal to two common Shares,
the price for one GDR is fixed at 950.7334 tenge).
The Buy Back Acceptance Notice (hereinafter, the Notice) should be made in
compliance with required form available at the web-site of the Bank and be
extended to the Bank. The form of the Notice in a hard copy is available in the
head office of the Bank at the following address: 34A Al-Farabi avenue, Almaty,
or in any of the below listed branch offices of the Bank:
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Address
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Branch Office Region City, street, #
----------------------------- ------------------------- ------------------------
Aktobe branch office Aktobe Oblast 112A, 11 micro-district,
Aktobe
Uralsk branch office West-Kazakhstan Oblast 58 Almazov street,
Uralsk
Semey branch office East-Kazakhstan Oblast 105A Abay street,
Semey
Temirtau branch office Karaganda Oblast 20 Republic square,
Temirtau
Pavlodar branch office Pavlodar Oblast 103 Ak. Bekturov street,
Pavlodar
Atyrau branch office Atyrau Oblast 1/3 Issatay avenue,
Atyrau
Kyzylorda branch office Kyzylorda Oblast 101A K. Bayseitova
street, Kyzylorda
Shymkent branch office South-Kazakhstan Oblast 33 G. Ilyaev street,
Shymkent
Taldykorgan branch office Almaty Oblast 40 Tauelsyzdyk
street, Taldykorgan
Ust-Kamenogorsk branch office East-Kazakhstan Oblast 70 Kazakhstan street,
Ust-Kamenogorsk
Karaganda branch office Karaganda Oblast 63/2 Yerzhanov street,
Karaganda
Zhezkazgan branch office Karaganda Oblast 6 Satpayev street,
Zhezkazgan
Zhambyl branch office Zhambyl Oblast 124 Abay street,
Taraz
Aktau branch office Mangistau Oblast 5B 5th microdistrict,
Aktau
Akmola branch office Akmola Oblast 24 Abay street,
Astana
Kostanay branch office Kostanay Oblast 115 Al-Farabi
avenue, Kostanay
Petropavl branch office North-Kazakhstan Oblast 45 Internatsionalnaya
street, Petropavlovsk
Shelek branch office Almaty Oblast, 69 Oryntaev street,
Yenbekshikazakhskiy rayon Shelek
Ekibastuz branch office Pavlodar Oblast 51 Auezov street,
Ekibastuz
Balkhash branch office Karagandy region 14 Ostrovskiy,
Balkhash
Kokshetau branch Akmola Oblast 48 B. Momyshuly
street, Kokshetau
Kaskelen branch office Almaty Oblast 90 Ablay Khan
street, Kaskelen
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The Notices should be submitted to the head office of the Bank or to its branch
offices till 18:00 Almaty time on 7 August 2014 (inclusive). Where the Notice is
submitted in sealed envelope it should be signed "Consent to sell the Shares".
The Bank may refuse to accept the Notices that do not include all required
information or are not delivered prior to state closing date.
The shareholder should submit the order to write-down the Shares and their
entrance to the account of the Bank (hereinafter, "the Order") at the Unified
Securities Registrar (hereinafter, "the USR"), and pay all fees during the
period from 11 August 2014 till 12 August 2014. If the shareholder fails to
submit the order within stated period, the shareholder's application for
buyback will be considered as called back by the shareholder. The Order form is
available at the web-site of the Bank at www.kkb.kz. The shareholder should
apply to the Bank, if he (she) would like to receive the Order in a hard-copy.
The Order form is also available at the web-site of the USR (www.tisr.kz).
If the number of issued common shares of the Bank, submitted by the shareholders
for buyback, will exceed the number of shares announced by the Bank for buyback,
these shares will be purchased from the shareholders proportionate to the
numbers of owned shares (point 5 of article 26 of the Law on Joint-Stock
Companies). The proportionate number of shares to be bought back by the Bank
from the shareholders will be disclosed in the respective orders of the Bank,
submitted to the USR. This respective number should be reflected by the
shareholders in their counter order to write-down the Shares by specifying the
information in the Bank or in the USR/nominal holders. The Bank shall submit the
information to the BONY on 8 August 2014.
Where the relevant percentage entitlement of any shareholder would otherwise
result in a fraction of a common share, such percentage will be rounded
downwards to the nearest whole share (if not held in the form of GDRs). With
respect to GDRs representing the common shares, the percentage will be
rounded downwards to the nearest one GDR.
Payment on bought back shares will be made within 5 business days from the
date when the bought back shares will be accepted to the Bank's account.
Each shareholder bears sole responsibility for timely receipt of consents,
approvals, payment of fees and other actions required to sell the Shares as well
as to submit required documents and information for the transaction.
All payments by the Bank to GDR holders who are non-residents of the Republic
of Kazakhstan will be subject to a deduction of withholding tax of the payment
amount in accordance with the Tax Code of the Republic of Kazakhstan. More
detailed information on taxation issues related to the Buy Back Offer are
available at the web-site of the Bank: www.kkb.kz.
Holders of global depositary receipts with the Bank's common shares being the
basic asset (hereinafter, "the GDR") have equal right to participate in this
Offer together with other shareholders of the Bank. Notices from the GDR
holders should be submitted to The Bank of New York Mellon (hereinafter, "the
Depositary") via email: drglobaltransactions@bnymellon.com. Payment to the
GDR holders shall be made in US dollars at exchange rate of the National Bank
of Kazakhstan at payment date.
None of the clauses of this Announcement should be treated as a recommendation
or consultation. The shareholder of the Bank should consult with his/her legal,
tax or financial counsel prior to making any decision or any action.
This Announcement, the Notices and the Orders submitted in accordance with
this Announcement are regulated and treated in accordance with the legislation
of the Republic of Kazakhstan. All possible disputes arising from this
Announcement and/or in respect to the Announcement should be investigated in
the court of the Republic of Kazakhstan.
Enquiries: Common Shares – Ms Mayra Saburova, Tel: (727) 2585-221, email:
msaburova@kkb.kz. GDRs – Mr Vadim Jadrikhinsky, Tel: (727) 2585-471, email:
investor_relations@kkb.kz.
unquote
The full version of the press-release is available on KASE website at:
http://www.kase.kz/files/emitters/KKGB/kkgb_reliz_220714.pdf – in Russian;
http://www.kase.kz/files/emitters/KKGB/kkgb_reliz_220714_en.pdf – in English.
[2014-07-22]