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]