HALYK FINANCE NOTIFIES OF START OF COLLECTING ORDERS FOR PARTICIPATION IN THE OFFERING OF DOLLAR-DENOMINATED EUROBONDS OF NATIONAL MANAGING HOLDING "BAITEREK"
/KASE, April 29, 2025/ – Subsidiary organization of Halyk Bank of Kazakhstan "Halyk Finance" JSC (in the heading – Halyk Finance JSC) as a joint bookrunner, has provided Kazakhstan Stock Exchange (KASE) with the following notice:
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THIS MESSAGE IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA (EXCEPT FOR QUALIFIED INSTITUTIONAL BUYERS (QIBs), WHO ARE ALSO QUALIFIED PURCHASERS (QPs), (AS DEFINED BELOW) OF CANADA, AUSTRALIA OR JAPAN
THIS MESSAGE IS NOT INTENDED FOR DISTRIBUTION AMONG AN UNDEFINED CIRCLE OF PERSONS AND IS ADDRESSED ONLY TO MEMBERS OF KAZAKHSTAN STOCK EXCHANGE JSC. THIS MESSAGE IS NOT AN ADVERTISING OF SECURITIES IN THE REPUBLIC OF KAZAKHSTAN
Hereby Halyk Finance JSC announces the start of collecting orders from members of Kazakhstan Stock Exchange JSC to participate in the initial offering of bonds of NMH "Baiterek" JSC (the Issuer), issued in accordance with the legislation of a foreign state (hereinafter – Eurobonds).
All orders from investors are collected through the trading and clearing system ASTS+ (stock market) (hereinafter – the trading and clearing system) on KASE.
Collection of orders from potential investors through the trading and clearing system on KASE begins simultaneously with the start of offering of Eurobonds on the territory of a foreign state, on the same terms for the Eurobonds offering (including the terms for determining their offering price) as when they are offered on the territory of a foreign state.
Joint Bookrunners: Citi, Halyk Finance, J.P. Morgan
Development Finance Structuring Agent: J.P. Morgan
BOND PARAMETERS:
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Issuer's name: NMH "Baiterek" JSC
Expected issue ratings: Baa1 (Moody's) / BBB (Fitch)
Issuer's ratings: Baa1 (stable) / BBB (stable) from
Moody's / Fitch
Brief description of Eurobonds: Senior Unsecured Debt Eurobonds issued under
English law and offered in accordance with
Rule 144A and Regulation S
Maturity: 3 years
Security: unsecured
Yield to maturity on Eurobonds: determined based on the results of collecting
investor orders. The benchmark for indicative
yield to maturity on Eurobonds is ca. 6.0% APR.
Expected issue face value: not more than 500 mln US dollars
Issue currency: US dollar
Settlement currency: All settlements on Eurobonds (incl.
settlements during the initial offering,
coupon and principal payments are
made in US dollars)
Denomination: 200,000 (two hundred thousand) US dollars or
a greater amount multiple of 1,000 (one
thousand) US dollars
Applicable law: English law
Listing: Kazakhstan Stock Exchange JSC and
London Stock Exchange
Clearing settlements: Euroclear / Clearstream / DTC
Purpose: General corporate purposes, including for financing
the Issuer's subsidiaries, which in turn can use this
financing for various investment and export projects,
trade financing, as well as for refinancing existing
debt
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PROCEDURE FOR OFFERING EUROBONDS FOR PURCHASE IN KAZAKHSTAN:
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Order collection day: April 29, 2025
Order collection start time: 14:00 Almaty time
Order collection end time: 19:00 Almaty time
Expected date for determining April 29, 2025 (London time)
the price and volume of executed
investor orders:
Expected settlement date: May 6, 2025
Settlements at the initial offering
are carried out in US dollars
Order price: The yield to maturity is indicated, expressed as a
percentage per annum (in the "Link" field). The price
in the order is indicated as 100
(for technical purposes only). In case of submitting
market orders, the price is indicated as "At the
counterparty's price".
Order volume: Volumes of orders must be indicated in US dollars.
The minimum order volume is 200,000 (two hundred
thousand) US dollars or a greater amount multiple
of 1,000 (one thousand) US dollars
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Conditions for settlements of Eurobonds:
By submitting a purchase order, the trading participant agrees to the blocking of the single limit's collateral by KASE Clearing Centre JSC (hereinafter – the CC) with subsequent delivery of funds by the trading participant to the CC account in the CD no later than 16:00, May 5, 2025 (T+4) if the submitted purchase order is executed.
Information on the execution of orders (allocation) will be provided to the trading participants who submitted orders on April 30, 2025 (T+1) via KASE's trading and clearing system.
If the submitted purchase order is executed, the responsibility for the delivery of funds to the CC account in the CD no later than 16:00, May 5, 2025 (T+4) lies with the trading participant who submitted the purchase order.
The buyer is responsible for the accuracy of the information specified in the buyer's order.
Investors wishing to submit an order for purchase of Eurobonds under the 144A should contact the Joint Bookrunner, J.P. Morgan Securities Plc, directly at emea_syndicate@jpmorgan.com, Attention: Global Syndicate Manager, EMEA_Syndicate_Deal_Mgt@jpmorgan.com and dcm_syndicate_middle_office@jpmchase.com
For all questions, as well as for additional information, please reach out to representatives of Halyk Finance JSC at the following contacts: +7 (727) 339-43-77/88 (ext. 3373, 3327, 3448, 3419), ib@halykfinance.kz.
THE MANUFACTURER'S TARGET MARKET (IN ACCORDANCE WITH UK MIFIR) ARE EXCLUSIVELY QUALIFIED COUNTERPARTS AND PROFESSIONAL CLIENTS (ALL DISTRIBUTION CHANNELS). NO KEY INFORMATION DOCUMENT HAS BEEN PREPARED FOR THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM FOR RETAIL AND INSURANCE STRUCTURED INVESTMENT PRODUCTS (PRIIPS) AS THE EUROBONDS ARE NOT AVAILABLE TO RETAIL SEGMENT IN THE EUROPEAN ECONOMIC AREA OR IN THE UNITED KINGDOM.
THIS MESSAGE DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND SECURITIES CANNOT BE OFFERED OR SOLD WITHIN THE TERRITORY OF THE UNITED STATES OR TO US PERSONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT), OR ON THEIR ACCOUNT OR FOR THEIR BENEFITS, EXCEPT AS PROVIDED BY AN EXEMPTION FROM THE REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS, OR IN TRANSACTIONS NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS. THE SECURITIES WILL BE OFFERED FOR SALE IN THE UNITED STATES TO "QUALIFIED INSTITUTIONAL BUYERS" ("QIBs") ONLY, AS DEFINED IN AND PURSUANT TO RULE 144A OF THE SECURITIES ACT, WHICH ARE ALSO "QUALIFIED BUYERS (QP), AS DEFINED IN SECTION 2(A)(51) OF THE SECURITIES ACT. U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND WILL BE OFFERED FOR SALE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. CITIZENS, PURSUANT TO REGULATION S OF THE U.S. SECURITIES ACT OF 1933 AS AMENDED.
THIS MESSAGE IS NOT AN OFFER FOR SALE OR ISSUANCE OF SECURITIES OR A SOLICITATION OF AN OFFER TO PURCHASE, NOR THE SECURITIES REFERRED HEREIN MAY BE SOLD IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE ILLEGAL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE OFFERING AND DISTRIBUTION OF THIS MESSAGE AND OTHER INFORMATION REFERRED HEREIN MAY BE RESTRICTED BY LAW, AND TO PERSONS WHO TAKE POSSESSION OF THIS MESSAGE OR SUCH OTHER INFORMATION MUST GET ACQUAINTED WITH THE APPROPRIATE LIMITATIONS AND MUST COMPLY WITH SUCH LIMITATIONS. FAILURE TO COMPLY WITH THESE LIMITATIONS MAY CONSTITUTE A VIOLATION OF SECURITIES LAWS IN ANY SUCH JURISDICTION.
THIS MESSAGE IS SENT EXCLUSIVELY TO PERSONS WHO ARE (A) LOCATED OUTSIDE THE UK OR (B) LOCATED WITHIN THE UK AND (I) ARE PROFESSIONALS IN TERMS OF INVESTMENTS AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) OF THE ORDER 2005,AS AMENDED ("ORDER"), (II) COMPANIES WITH HIGH NET ASSETS VALUE AND OTHER PERSONS TO WHICH IT MAY BE LEGALLY DISCLOSED, SUBJECT TO ARTICLE 49(2)(A)-(D) OF THE ORDER OR (III) PERSONS WHO ARE INVITED OR INDUCED TO PARTICIPATE IN INVESTMENT ACTIVITIES (WITH THE PURPOSE OF ARTICLE 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) MAY BE OTHERWISE LAWFULLY INFORMED OR SOLICITED TO REPORT (ALL SUCH PERSONS IN PARAGRAPHS (I), (II) AND (III) ABOVE ARE "RELEVANT PERSONS"). PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT ACT OR RELY ON THIS MESSAGE. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS MESSAGE REFERS IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE CONDUCTED ONLY WITH RELEVANT PERSONS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS ANNOUNCEMENT IS INTENDED ONLY FOR PERSONS WHO ARE "QUALIFIED INVESTORS" PURSUANT TO THE PROSPECTUS REGULATION (EU REGULATION 2017/1129). THIS ANNOUNCEMENT IS NOT AN ADVERTISING, NOR IS IT A SECURITIES PROSPECTUS FOR THE PURPOSE OF REGULATIONS.
SINGAPORE SFA PRODUCT CLASSIFICATION: THE ISSUER HAS DETERMINED AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN SECTION 309A(1) OF THE SFA) THAT THE SECURITIES REFERRED HEREIN ARE A "DESIGNATED PRODUCTS IN CAPITAL MARKETS" (AS DEFINED IN THE SINGAPORE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018) AND EXEMPTED INVESTMENT PRODUCTS (AS DEFINED BY THE SINGAPORE MONETARY AUTHORITY, NOTICE SFA 04-N12: NOTICE OF SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE OF RECOMMENDATIONS FOR INVESTMENT PRODUCTS).
A RATING DOES NOT CONSTITUTE A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE REVIEWED, SUSPENDED OR WITHDRAWN AT ANY TIME BY THE ORGANIZATION ASSIGNING SUCH RATING. SIMILAR RATINGS FOR DIFFERENT TYPES OF ISSUERS AND DIFFERENT TYPES OF SECURITIES DO NOT NECESSARILY MEAN THE SAME THING. THE SIGNIFICANCE OF EACH RATING MUST BE ANALYZED INDEPENDENTLY OF ANY OTHER RATING.
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[2025-04-29]