/KASE, May 8, 15/ – Kazkommertsbank JSC (Almaty), whose securities are
officially listed on Kazakhstan Stock Exchange (KASE), has provided KASE with
the following press-release of May 6, 2015:
quote
JSC Kazkommertsbank ("KKB") is soliciting the consent (the "Consent
Solicitation") of the holders (the "Noteholders") of the U.S.$750,000,000 5.50
per cent. Notes due 2022 of KKB (Reg S ISIN: XS0867478124 / 144A ISIN:
XS0867573890; Reg S Common Code 086747812 / 144A Common Code 086757389) (the
"Notes") by an extraordinary resolution (the "Extraordinary Resolution").
Pursuant to the Consent Solicitation, KKB is requesting the Noteholders’ consent
to the amendment of the U.S.$1,592,000,000 4 per cent. loan due 2024 made by
Samruk-Kazyna to BTA (the "SK Loan"), through the substitution of KKB, in the
place of BTA, as borrower thereunder (the "SK Loan Substitution"), as
summarised below and detailed in 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 Extraordinary Resolution requires the consent of the Noteholders
representing a majority of not less than 75 per cent. of the votes cast at a
Meeting duly convened and comprised of a quorum of two or more persons
representing a clear majority of the aggregate principal amount of the Notes
outstanding.
As more fully described in the Consent Solicitation Memorandum dated 6 May
2015 issued by KKB (the "Consent Solicitation Memorandum"), the consent of
the Noteholders is being sought to substitute KKB in the place of BTA as
borrower under the SK Loan. Pursuant to the terms of the Extraordinary
Resolution, Noteholders are also being asked to acknowledge and agree that the
SK Loan Substitution shall not result in a breach or violation of any term or
provision of the Notes, including (without limitation) Condition 5(f) of the
Notes.
The Early Solicitation Deadline is 3:00 p.m. (London time) on 19 May 2015 and
the Solicitation Deadline is 3:00 p.m. (London time) on 26 May 2015 (unless
extended or earlier terminated by the KKB). The Meeting will take place on 28
May 2015 unless adjourned.
Noteholders wishing to participate in the Consent Solicitation should submit, or
arrange to have submitted on their behalf, no later than 3:00 p.m. (London time)
on the Solicitation Deadline (unless extended or earlier terminated by KKB)
Electronic Voting Instructions through the relevant Clearing System in
accordance with the procedures of, and within the time limits specified by, the
relevant Clearing System regarding the appointment of the Tabulation and
Information Agent as proxy and instructions as to how it wishes the votes in
respect of the Notes beneficially owned by it to be cast at the Meeting.
If such Electronic Voting Instructions are delivered after the Early
Solicitation Deadline, they will remain valid unless amended or revoked. If
Noteholders do not properly revoke Electronic Voting Instructions on or before
the Solicitation Deadline (or the Adjourned Solicitation Deadline, as
applicable), such Electronic Voting Instructions will remain valid until the
conclusion of the Meeting (or any adjourned Meeting, as the case may be).
If (i) the Extraordinary Resolution is approved, and (ii) all conditions
precedent are satisfied, then 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 completed and delivered (and did not revoke)
valid Consents on or before the Early Solicitation Deadline; or
- A cash payment of U.S.$1.00 for each U.S.$1,000 in principal amount of
Notes to Noteholders who completed and delivered (and did not revoke)
valid Consents after the Early Solicitation Deadline but on or before the
Solicitation Deadline. Noteholders who attend and vote at the Meeting will
not be eligible to receive the Early Consent Fee or the Consent Fee.
Consummation of the Consent Solicitation is conditioned upon the satisfaction of
the conditions precedent set forth in the Consent Solicitation Memorandum,
including receipt of the Requisite Consent. If the Extraordinary Resolution is
approved at the Meeting and the other conditions precedent thereto are satisfied,
each Noteholder will be bound by the Extraordinary Resolution, whether or not a
particular Noteholder delivered a related valid Consent, or was present at the
Meeting and voted in respect of such Extraordinary Resolution.
A complete set of the Consent Solicitation materials is also available upon
request by contacting the Tabulation and Information Agent, or visiting their
project website on
http://sites.dfking.com/kkb .
The Solicitation Agent for the Consent Solicitation is:
J.P. Morgan Securities plc (+44 207 134 2468 / emea_lm@jpmorgan.com)
The Tabulation and Information Agent for the Consent Solicitation is:
D.F. King (Europe) (+44 207 920 9700 / kkb@dfkingltd.com)
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE CONSENT SOLICITATION.
Enquiries:
Aliya Nursipatova, Alma Buirakulova, Investor Relations
+7 (727) 258-51-25, E-mail: investor_relations@kkb.kz
Larissa Kokovinets, Public Relations
+7 (727) 258-54-56, E-mail: pr@kkb.k
unquote
[2015-05-08]