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

/KASE, November 11, 14/ – Kazkommertsbank JSC (Almaty), whose securities are officially listed on Kazakhstan Stock Exchange (KASE), has provided KASE with the following i9nformation statement: quote JSC BTA Bank ("BTA") and JSC Kazkommertsbank ("KKB") announce the results of the invitation to 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") to approve, by Extraordinary Resolutions, (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 more fully described in the Consent Solicitation Memorandum dated 17 October 2014 (the "Consent Solicitation Memorandum"). Capitalised terms used in this announcement and not otherwise defined herein have the meanings ascribed to them in the Consent Solicitation Memorandum. The Proposed Amendments and the Proposed Substitution were considered and duly passed at a meeting of the Noteholders held on 10 November 2014 at the offices of Dechert LLP. Noteholders holding approximately 94% of the outstanding principal amount of the Notes participated in the Consent Solicitation. Each of the Extraordinary Resolutions relating to the Proposed Amendments and the Proposed Substitution were passed by votes representing 94.4% of the votes cast at the meeting. Accordingly, the Proposed Amendments and the Proposed Substitution will be implemented with effect from the receipt of the approval of the National Bank of Kazakhstan to the Proposed Substitution and execution of the supplemental trust deed. Although no assurance can be given as to when (or if) the approval of the National Bank of Kazakhstan will be obtained, BTA and KKB expect that the Proposed Amendments and the Proposed Substitution will be completed on or about 14 November 2014 (the "Settlement Date"). Subject to satisfaction of the Conditions Precedent, including receipt of the approval of the National Bank of Kazakhstan to the Proposed Substitution, on the Settlement Date, BTA will pay, or procure to be paid, the Consent Fee to each Noteholder, 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. THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE CONSENT SOLICITATION MEMORANDUM Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and persons who receive this announcement who are not relevant persons should not rely or act upon it. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. unquote [2014-11-11]