Kazkommertsbank provides KASE with statement of Halyk Savings Bank of Kazakhstan on offer made to holders of Kazkommertsbank's GDRs

/KASE, July 10, 2017/ – Kazkommertsbank (Almaty), whose securities are officially listed on Kazakhstan Stock Exchange (KASE), has provided KASE with the following information statement dated July 10: quote Halyk Savings Bank of Kazakhstan Joint Stock Company today launches a mandatory tender offer to purchase any and all of Kazkommertsbank Joint Stock Company's outstanding common shares, preference shares, and has extended such tender offer to the global depositary receipts representing such common shares ("Ordinary GDRs") and global depositary shares representing such preference shares ("Preference GDRs", together with the Ordinary GDRs, the "GDRs") at the purchase price of KZT285.34 per Ordinary GDR and KZT143.1 per Preference GDR. We refer to an RNS message released by joint-stock company Halyk Savings Bank of Kazakhstan (hereinafter – Halyk Bank) on July 10, 2017 which says that Halyk Savings Bank of Kazakhstan Joint Stock Company (the "Company") has commenced a tender offer to purchase for cash any and all of the issued and outstanding common shares (the "Ordinary Shares") and preference shares (the "Preference Shares", together with the Ordinary Shares, the "Shares") (the "MTO") and offer for any and all GDRs issued in relation to Kazkommertsbank Joint Stock Company ("Kazkommertsbank") (the "Tender Offer"). The purchase price for the GDRs tendered is fixed at KZT285.34 per Ordinary GDR and KZT143.1 per Preference GDR, which is the weighted average price of the Shares represented by such GDRs on the KASE for the 90 calendar days preceding 4 July 2017, converted into US$ at the KZT to US$ exchange rate of the National Bank of Kazakhstan effective at the close of business on the business day prior to the date of announcement of the results of the Tender Offer. On 5 July 2017, the Company completed the purchase of 464,751,759 Ordinary Shares and 110,912,295 Ordinary GDRs from Mr. Kenges Rakishev, Kazkommertsbank's former majority shareholder, and the purchase of 85,517,241 Ordinary Shares from Sovereign Wealth Fund "Samruk-Kazyna" Joint Stock Company, and as a result acquired 96.81 per cent. of the Ordinary Shares (including Ordinary Shares represented by GDRs) in Kazkommertsbank (the "Acquisition"). The Acquisition triggered provisions of Article 25.3 of the law of the Republic of Kazakhstan On Joint Stock Companies which required the Company within 30 days of the Acquisition to launch a mandatory tender offer for any and all outstanding Ordinary Shares and Preference Shares which mandatory tender offer shall remain open for 30 calendar days. The Company also decided to extend the tender offer to, and to offer to purchase, any and all outstanding GDRs. As a result, the Company today launches the Tender Offer, offering to purchase any and all outstanding GDRs of Kazkommertsbank at the purchase price, upon the terms and subject to the conditions set forth in the tender offer memorandum. The Company ultimately intends to de-list the Ordinary GDRs, which are currently listed on the London Stock Exchange ("LSE"). At its meeting of 29 May 2017, the Board of Directors of the Company evaluated the benefits of maintaining this listing, and based on its evaluation decided to propose to the General Meeting of Shareholders of the Company to cancel Ordinary GDR listing on the LSE. At its meeting held on 30 June 2017 the shareholders of the Company approved cancellation of the Ordinary GDR listing on the LSE. The Listing Rules of the UK Listing Authority (the "UKLA") currently require a free float of at least 25 per cent. of the total number of issued Ordinary GDRs be maintained at all times, unless a lower level is accepted by the UKLA. As at 6 July 2017, the public free float of the Ordinary GDRs (excluding Ordinary GDRs held by Halyk Savings Bank of Kazakhstan Bank being the Company's majority shareholder) equalled approximately 4.15 per cent. and is currently well below the 25 per cent. requirement. Halyk Bank has consolidated the Company's Shares and GDRs and will seek to further increase its aggregate holding of the Company's Shares and GDRs as a result of the MTO and the Tender Offer. Therefore, the Company does not and will not able to comply with the minimum free float level required to maintain its listing on the LSE, which is a ground for possible delisting at the request of the UKLA. The Tender Offer commences on 10 July 2017, and will expire at 5:00 P.M., New York time, on 9 August 2017. Halyk Bank has engaged The Bank of New York Mellon to act as the GDR tender agent with respect to GDRs tendered in the Tender Offer (the "GDR Tender Agent"). - Questions and requests for information in respect of the tendering procedures for GDRs may be directed to the GDR Tender Agent at the following e-mail address: drprojectalpha@bnymellon.com. Forward looking statements The information in this document may include forward-looking statements based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are identified by their use of terms and phrases such as "aim", "anticipate", "believe", "could", "estimate", "expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will", "would", and similar terms and phrases. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Forward-looking statements involve inherent risks and uncertainties. Readers should not place undue reliance on forward looking statements. Each forward-looking statement speaks only as of the date it was made. Neither the Company nor Halyk Bank undertakes any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise except to the extent legally required. THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR AN INVITATION TO PURCHASE, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN JURISDICTIONS OTHER THAN THE UNITED KINGDOM MAY BE RESTRICTED BY LAW AND THEREFORE ANY PERSONS WHO ARE SUBJECT TO THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED KINGDOM SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY APPLICABLE REQUIREMENTS. THIS ANNOUNCEMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH ENGLISH LAW AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF ANY JURISDICTION OUTSIDE OF ENGLAND [2017-07-10]