/KASE, October 27, 2017/ – Halyk Finance, subsidiary of Halyk Bank of Kazakhstan
(Almaty), has provided Kazakhstan Stock Exchange (KASE) with the following
information message:
quote
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED
OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT.
JSC NC Kazakhstan Temir Zholy (the "Issuer") today announces its invitation to
each holder (the "Holders") of its outstanding USD700mm 6.375% Notes due
2020 (Regulation S ISIN: XS0546214007, Rule 144A ISIN: US48667DAC83, the
"Notes") to tender any or all of such Notes held by the Holder for purchase by
the Issuer for cash (the "Tender Offer") and concurrently to consent to amend,
by extraordinary resolution of the Holders (the "Extraordinary Resolution"), the
terms and conditions of the Notes (the "Terms of the Notes") to provide for
mandatory early redemption of the Notes by the Issuer (the "Proposal", and
together with the Tender Offer, the "Offer"), all as more fully described in the
Tender Offer and Consent Solicitation Memorandum referred to below.
The Offer is being made in connection with an intended concurrent offering
(subject to market conditions) by the Issuer of new USD-denominated fixed rate
notes (the "New Notes"). Whether the Issuer will purchase any Notes validly
tendered in the Tender Offer is subject to, among other things, the pricing and
settlement of the issue of the New Notes (the "New Financing Condition") at the
minimum size of USD500mm (the "Minimum New Notes Size Condition").
Holders of Notes that validly tender their Notes and that concurrently consent
to the Proposal at or prior to the Early Participation Deadline will, to the
extent their Notes are accepted for purchase, receive the Total Consideration
for such Notes of USD1,112.50 per USD1,000 principal amount of Notes, which is
comprised of the Tender Offer Consideration (USD1,082.50 per USD1,000.00
principal amount of Notes) and the Early Tender Premium (USD30.00 per USD1,000
in principal amount of Notes). Holders of Notes that validly tender their Notes
after the Early Participation Deadline but at or prior to the Expiration
Deadline (whether or not they concurrently consent to the Proposal) will, to
the extent their Notes are accepted for purchase, receive only the Tender Offer
Consideration, which does not include the Early Tender Premium. In any case,
holders of Notes that validly tender their Notes and that concurrently consent
to the Proposal will, to the extent the Notes are accepted for purchase, also
receive Accrued Interest on such Notes.
Holders of Notes that validly consent to the Proposal at or prior to the Early
Participation Deadline (without tendering Notes) will be eligible to receive an
Early Consent Fee of USD30.00 per USD1,000 principal amount of Notes. Early
Consent Fees will only be paid if the Extraordinary Resolution is approved at
the Meeting. Holders who consent to the Proposal (without tendering Notes)
after the Early Participation Deadline but at or prior to the Expiration
Deadline shall not be eligible to receive any consent fee or other consideration.
Subject to approval of the Extraordinary Resolution the Issuer shall redeem at
the Early Redemption Date all, but not some only, of the Notes that remain
outstanding on after completion of the Tender Offer at the Early Redemption
Amount of USD1,082.50 per USD1,000 principal amount of such Notes together
with Accrued Interest in respect of such Notes.
A Holder that wishes to subscribe for New Notes, in addition to (i) tendering
Notes for purchase pursuant to the Tender Offer and concurrently consenting to
the Proposal or (ii) consenting to the Proposal, in either case, prior to the
Early Participation Deadline, may request priority in the allocation of the New
Notes, subject to the issue of the New Notes. To receive a Priority Allocation
Right, a Holder must contact a Dealer Manager and Consent Solicitation Agent to
register its interest in the New Notes and to obtain its unique reference number
(the "Allocation Code") prior to the Early Participation Deadline. A Holder
should reference such Allocation Code when making an application for the
purchase of New Notes to request priority in the allocation.
The Record Date for purposes of consents through DTC is 5pm NYT on 9 November 2017.
The Early Participation Deadline is 11.59pm NYT on 9 November 2017. On the day of
Announcement of Early Results, which is expected to be on 13 November 2017, the
Issuer shall announce the aggregate principal amount of Notes validly tendered
as of the Early Participation Deadline. The Expiration Deadline is 11.59pm NYT
on 24 November 2017. The Meeting of Noteholders to consider the Proposal to consent
to the Mandatory Early Redemption and the Announcement of Results are expected to
occur on 28 November 2017 and will include (i) the aggregate principal amount of Notes
validly tendered and the results of the Offer, (ii) whether the New Financing
Condition and the Minimum New Notes Size Condition have been satisfied and
(iii) the results of the Meeting and, if the Extraordinary Resolution is passed
and the Supplemental Trust Deed is executed, the Early Redemption Date. The
Settlement Date is expected to be on 29 November 2017. The Early Redemption
Date (subject to approval of the Extraordinary Resolution) is expected on or
about 29 November 2017.
The Offer is made on the terms and subject to the conditions set forth in the
Tender Offer and Consent Solicitation Memorandum dated 27 October 2017 (the
"Tender Offer and Consent Solicitation Memorandum") which is available upon
request from the Tender and Tabulation Agent.
Capitalised terms used in this announcement but not defined herein have the
meanings given to them in the Tender Offer and Consent Solicitation
Memorandum. The complete terms and conditions of the Offer are set forth in
the Tender Offer and Consent Solicitation Memorandum.
The Issuer may, in its sole discretion, extend, re-open, amend or waive any
condition of, including the New Financing Condition or the Minimum New Issue
Size Condition, or terminate, the Offer at any time as described in the Tender
Offer and Consent Solicitation Memorandum.
Dealer Managers and Solicitation Agents: JSC Halyk Finance (+7 727 357 31
77, halykfinance@halykfinance.kz), J.P. Morgan Securities plc (+44 20 7134
2468; em_europe_lm@jpmorgan.com), MUFG Securities EMEA plc (+44 207
577 4048/ 4218; DCM-LM@int.sc.mufg.jp), and Renaissance Securities
(Cyprus) Limited (+357 22 360 000; SyndicateDCM@rencap.com). The Tender
and Tabulation Agent: Lucid Issuer Services Limited (+44 20 7704 0880;
ktz@lucid-is.com;
https://portal.lucid-is.com).
If you need further information about the Offer, please contact the Dealer
Managers and Solicitation Agents or the Tender and Tabulation Agent.
The tender offer is available at
http://www.kase.kz/files/emitters/TMJL/tmjl_reliz_271017_en.pdf
unquote
[2017-10-27]