KAZKOMMERTSBANK AND BTA BANK SAY CONSENT WAS GRANTED BY NATIONAL BANK TO SUBSTITUTION OF ISSUER OF BTA BANK INTERNATIONAL BONDS

14.11.14 18:32
/KASE, November 14, 14/ – Kazkommertsbank JSC (Almaty), whose securities are officially listed on Kazakhstan Stock Exchange (KASE), has provided KASE with the following information 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 Đ¡onditions") 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. On November 13, 2014 consent was obtained from the National Bank of Republic of Kazakhstan to the Proposed Substitution, accordingly an additional Trust Deed and additional Agent Agreement were signed and BTA Bank paid out fees for the consent to each holder of the Bonds, which either filled in and sent (and has not revoked) Consents to the Proposed Substitution and Proposed Amendments before or on the date of expiry of the Consent Solicitation, or took part in the Meeting and voted for approval of 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 [2014-11-14]