KAZKOMMERTSBANK AND BTA BANK ANNOUNCE CONDUCTING MEETING OF HOLDERS OF BTA BANK BONDS XS0867478124 (XS0867573890, BTASE16)

/KASE, October 17, 14/ – Kazkommertsbank JSC (Almaty), whose securities are officially listed on Kazakhstan Stock Exchange (KASE), has provided KASE with the following press-release of October 17, 2014: quote JSC BTA Bank ("BTA") and JSC Kazkommertsbank ("KKB") are soliciting the consent of the holders (the "Noteholders") of the U.S.$750,000,000 5.50% Notes due 2022 issued by BTA (Reg S ISIN: XS0867478124 / 144A ISIN: XS0867573890; Reg S Common Code 086747812 / 144A Common Code 086757389) (the "Notes"). Pursuant to the Consent Solicitation, BTA and KKB are requesting the Noteholders to approve (i) the proposed substitution of KKB in place of BTA as the principal debtor under the Notes and under the Trust Deed (the "Proposed Substitution"); and (ii) certain proposed amendments (the "Proposed Amendments") to the terms and conditions (the "Terms and Conditions") of the Notes and corresponding changes to the Trust Deed as summarised below and detailed in the Consent Solicitation Memorandum dated 17 October 2014. As more fully described in the Consent Solicitation Memorandum, the Proposed Substitution would substitute KKB in place of BTA as the principal debtor under the Notes and under the Trust Deed and the Proposed Amendments amend certain provisions of the Terms and Conditions of the Notes and the Trust Deed, including by: - harmonising the covenants and event of default provisions to substantively reflect those to which KKB is subject; - deleting the change of control put option contained in the Notes; and - conforming certain definitions and other terms used in the Terms and Conditions and the Trust Deed to reflect such changes. Noteholders should be aware that both of the Extraordinary Resolutions must be approved in order for either the Proposed Amendments or the Proposed Substitution to be implemented. Capitalised terms used but not defined in this announcement shall have the meaning given to such terms in the Consent Solicitation Memorandum. As described in the Consent Solicitation Memorandum, if (i) both of the Extraordinary Resolutions are approved and (ii) pursuant to those Extraordinary Resolutions, the Proposed Substitution and the Proposed Amendments are implemented by duly executing and validly delivering the Supplemental Trust Deed in accordance with the Trust Deed, and (iii) all Conditions Precedent are satisfied, then BTA (after consultation with KKB) will pay, or procure to be paid, on the Settlement Date a cash payment of U.S.$2.50 for each U.S.$1,000 in principal amount of Notes to Noteholders who either completed and delivered (and did not revoke) valid Consents to both the Proposed Substitution and the Proposed Amendments on or before the Solicitation Deadline or who attended the Meeting and cast votes approving both Extraordinary Resolutions. The Solicitation Deadline is 3:00 p.m. (London time) on 6 November 2014 (unless extended or earlier terminated by BTA (after consultation with KKB)). The Meeting will take place on 10 November 2014. Noteholders are advised to read carefully the Consent Solicitation Memorandum for full details of, and information on, the terms and conditions of and the procedures for participating in the Consent Solicitation. A complete set of the Consent Solicitation materials is available upon the request by contacting the Solicitation Agent or the Tabulation and Information Agent. Solicitation Agent: J.P. Morgan Securities plc (+44 207 134 2468 / emea_lm@jpmorgan.com) Tabulation and Information Agent: D.F. King (Europe) (+44 207 920 9700 / bta@king-worldwide.com) THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE CONSENT SOLICITATION unquote [2014-10-17]