HALYK FINANCE JSC NOTIFIES ABOUT CLOSING ACCEPTING OF ORDERS FOR PARTICIPATION IN ADDITIONAL PLACEMENT OF DOLLAR EUROBONDS XS3032932645 (BRKZe18) OF DEVELOPMENT BANK OF KAZAKHSTAN JSC
/KASE, June 26, 2025/ – Halyk Bank Subsidiary Halyk Finance JSC (in the title – Halyk Finance JSC) as a joint bookrunner provided the Kazakhstan Stock Exchange (KASE) with a following notification:
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THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR THROUGH INTERMEDIARIES, IN WHOLE OR IN PART, IN THE UNITED STATES OF AMERICA, EXCEPT FOR QUALIFIED INSTITUTIONAL BUYERS (QIBs) WHO ARE ALSO THE QUALIFIED PURCHASERS (QPs) (AS DEFINED BELOW), CANADA, AUSTRALIA OR JAPAN
THIS ANNOUNCEMENT IS NOT INTENDED FOR DISTRIBUTION TO THE PUBLIC AND IS ADDRESSED ONLY TO MEMBERS OF KAZAKHSTAN STOCK EXCHANGE JSC. THIS ANNOUNCEMENT IS NOT AN ADVERTISEMENT OF SECURITIES
Halyk Finance JSC hereby announces closing of accepting the orders from members of Kazakhstan Stock Exchange JSC for participation in additional placement of bonds of Development Bank of Kazakhstan JSC (the Issuer), issued in accordance with legislation of a foreign state (hereinafter, the Eurobonds).
All orders from investors are accepted through the Subscription trading system on KASE (ticker - BRKZe18_).
Acceptance of orders from potential investors through the Subscription trading system on KASE begins simultaneously with the start of placement of the Eurobonds in the territory of a foreign state, under the same conditions for placement of the Eurobonds (including conditions for determining the price of their placement) as when they are placed in the territory of a foreign state.
Joint Bookrunners: Citi, Halyk Finance, Societe Generale
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EUROBONDS PARAMETERS:
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Issuer name: Development Bank of Kazakhstan JSC
Issuer ratings: Baa1 (stable) / BBB- (stable) / BBB
(stable) from Moody’s / S&P / Fitch
Eurobond issue ratings: BBB- (S&P) / BBB (Fitch)
Parameters of the placed issue brief description of Eurobonds: Eurobonds
of Eurobonds: of senior unsecured debt issued
under the English law and placed
in accordance with Rule 144A
and Regulation S
nominal volume of the Eurobond issue -
500 mln US dollars
coupon rate - 5.625% per annum with payments
every 6 months
issue date - April 7, 2025
maturity date - April 7, 2030
ISIN: XS3032932645, US48129VAD82
Parameters of additional placement
of Eurobonds:
Expected nominal volume of Will be determined after collection of orders
additional placement of Eurobonds:
Currency of additional placement US dollar
of Eurobonds:
ISIN for additional issue XS3108433858 (temporary ISIN for a period of 40 days
(additional placement) of Eurobonds: from the Settlement Date for additional placement of Eurobonds)
Settlement currency: All settlements on Eurobonds (including settlements
at additional placement, 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 Vienna MTF
Clearing settlement: Euroclear / Clearstream
Intended purpose: General corporate goals
Yield to maturity on determined after collecting the orders
additional placement of Eurobonds: from investors. Final price/yield to maturity benchmark
during additional placement
of Eurobonds – Clean price 100.25% of
the face value of Eurobonds / yield
to maturity of Eurobonds is 5.562% per annum,
including accumulated coupon interest
from (including) April 7, 2025, to (but excluding)
the Settlement Date for additional placement of Eurobonds
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PROCEDURE FOR OFFERING THE EUROBONDS FOR PURCHASE IN KAZAKHSTAN:
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Order acceptance day: June 26, 2025
Order acceptance start time: 14:00 Almaty time
Order acceptance end time: 19:15 Almaty time
Expected date for determining June 26, 2025 (London time)
the price and volume of executed
investor orders:
Expected Settlement Date for July 3, 2025 (Т+5)
additional placement of Eurobonds: Settlement for additional placement
are made in US dollars
Order price: The clean price is indicated, expressed as percentage
per annum. In case of submission of market orders,
the price value is not specified.
Order volume: Order volumes must be specified in
US Dollars. Minimum order volume – 200,000 (two hundred
thousand) US dollars or a greater amount multiple
of 1,000 (one thousand) US dollars
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Conditions of Eurobonds settlement:
1. If a submitted purchase order is executed, the responsibility for delivery of money to the CCP's account in the CD no later than 18:00 on July 2, 2025 (T+4) lies with the trading participant that submitted the purchase order.
2. The buyer is responsible for accuracy of the information specified in the buyer's order, including in terms of meeting the criteria.
3. By submitting a purchase order, a trading participant thus confirms availability of money on the CCP's account in the CD or agrees to blocking by the CCP of the single-limit collateral with subsequent delivery of money by the trading participant to the CCP's account in the CD no later than 16:00 on July 2, 2025 (T+4) if the submitted purchase order is executed.
Please note that the additionally issued bonds have been assigned a temporary ISIN, different from the ISIN assigned in April 2025 to the initial placement Eurobonds totaling 500 mln US dollars, and valid for 40 days from the date of additional placement of the Eurobonds (July 3, 2025). Development Bank of Kazakhstan JSC, based on opinion of its legal adviser, informed KASE that assignment of a temporary ISIN is required under the applicable US securities laws to distinguish the additionally issued Eurobonds, which US investors cannot purchase for 40 days after the issue date, from the originally issued bonds. After this 40-day period, the additionally issued Eurobonds will be combined with the initially placed Eurobonds and all Eurobonds, regardless of their issue date, will be traded under the same ISIN assigned to the initially placed Eurobonds.
For all questions and additional information please contact the representatives of Halyk Finance JSC using the following contact details: 7 (727) 339-43-77/88 (ext. 3373, 3327, 3448, 3419), ib@halykfinance.kz.
THE PRODUCER'S TARGET MARKET (IN ACCORDANCE WITH UK MIFIR) IS EXCLUSIVELY THE QUALIFIED COUNTERPARTIES AND PROFESSIONAL CUSTOMERS (ALL DISTRIBUTION CHANNELS). NO KEY INFORMATION DOCUMENT HAS BEEN PREPARED IN THE EUROPEAN ECONOMIC AREA OR THE UK ON PACKAGED RETAIL AND INSURANCE-BASED INVESTMENT PRODUCTS (PRIIPS) AS THE EUROBONDS ARE NOT AVAILABLE TO THE RETAIL SEGMENT IN THE EUROPEAN ECONOMIC AREA OR THE UK.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, FOR THE ACCOUNT OR BENEFIT OF, THE U.S. PERSONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT), EXCEPT FOR CASES COVERED BY EXEMPTION FROM 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 ONLY TO THE QUALIFIED INSTITUTIONAL BUYERS (QIBs), AS DEFINED IN AND PURSUANT TO RULE 144A OF THE SECURITIES ACT, THAT ARE ALSO THE QUALIFIED PURCHASERS (QPs), AS DEFINED IN SECTION 2(A)(51) OF THE SECURITIES ACT. THE 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 IN COMPLIANCE WITH REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE THE SECURITIES OR AN OFFER TO BUY, AND THE SECURITIES REFERRED TO HEREIN MAY NOT BE SOLD IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE OFFERING AND DISTRIBUTION OF THIS ANNOUNCEMENT AND OTHER INFORMATION REFERRED TO HEREIN MAY BE RESTRICTED BY LAW, AND PERSONS RECEIVING INTO POSSESSION THIS ANNOUNCEMENT OR SUCH OTHER INFORMATION SHOULD INFORM THEMSELVES OF THE RELEVANT RESTRICTIONS AND OBSERVE SUCH RESTRICTIONS. FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF SECURITIES LAWS IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS INTENDED ONLY FOR PERSONS THAT (A) ARE OUTSIDE THE UK OR (B) PERSONS WITHIN THE UK THAT ARE (I) PERSONS WITH PROFESSIONAL EXPERIENCE IN MATTERS RELATED TO INVESTMENTS SUBJECT TO ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT OF 2000 (FINANCIAL INCENTIVES) ORDER 2005, AS AMENDED (THE ORDER), (II) HIGH NET WORTH COMPANIES AND OTHER PERSONS TO WHICH IT MAY LAWFULLY BE COMMUNICATED, SUBJECT TO ARTICLE 49(2)(A)-(D) OF THE ORDER OR (III) PERSONS TO WHOM AN INVITATION OR ENCOURAGEMENT TO PARTICIPATE IN INVESTMENT ACTIVITIES (WITHIN THE MEANING OF ARTICLE 21 OF THE FINANCIAL SERVICES AND MARKETS ACT OF 2000) MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS IN PARAGRAPHS (I), (II) AND (III) ABOVE ARE THE RELEVANT PERSONS). PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT ACT ON OR RELY ON THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITIES TO WHICH THIS ANNOUNCEMENT RELATES ARE AVAILABLE ONLY TO THE RELEVANT PERSONS AND WILL ONLY BE ENGAGED IN WITH THE RELEVANT PERSONS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS ANNOUNCEMENT IS ONLY INTENDED FOR PERSONS THAT ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129). THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ADVERTISEMENT OR A SECURITIES PROSPECTUS FOR REGULATORY PURPOSES.
SINGAPORE SFA PRODUCT CLASSIFICATION: THE ISSUER HAS DETERMINED AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN SECTION 309A(1) OF SFA) THAT THE SECURITIES REFERRED TO HEREIN ARE "PRESCRIBED CAPITAL MARKETS PRODUCTS" (AS DEFINED IN THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) RULES OF 2018 OF SINGAPORE) AND EXCLUDE INVESTMENT PRODUCTS (AS DEFINED IN THE MONETARY AUTHORITY OF SINGAPORE NOTICE SFA 04-N12: INVESTMENT PRODUCT SALE NOTICE AND MAS NOTICE FAA-N16: NOTICE OF INVESTMENT PRODUCT RECOMMENDATIONS).
A RATING DOES NOT CONSTITUTE A RECOMMENDATION TO PURCHASE, SELL OR HOLD SECURITIES AND MAY BE REVISED, SUSPENDED OR WITHDRAWN AT ANY TIME BY THE RATING ORGANIZATION. SIMILAR RATINGS FOR DIFFERENT TYPES OF ISSUERS AND FOR DIFFERENT TYPES OF SECURITIES DO NOT NECESSARILY MEAN THE SAME THING. THE MEANING OF EACH RATING SHOULD BE ANALYZED INDEPENDENTLY OF ANY OTHER RATING.
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[2025-06-26]