/KASE, 29.11.17/ – Halyk Finance, a subsidiary organization of Halyk Savings
Bank of Kazakhstan, (Almaty, hereinafter – Halyk Savings Bank of Kazakhstan
Finance), a member of the Kazakhstan Stock Exchange (KASE) and a joint Dealer
Manager and Solicitation Agent of NC KTZ's tender offer and concurrent consent
solicitation in connection with its outstanding USD700MM 6.375% notes due 2020,
today provided the KASE with the following information statement:
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.
On 27 October 2017, JSC NC "Kazakhstan Temir Zholy" (the "Issuer")
announced its invitation to each holder (a "Holder") 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 such 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").
The Offer was 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").
Capitalised terms used in this announcement but not defined herein have the
meaning given to them in the Tender Offer and Consent Solicitation
Memorandum.
As of the Expiration Deadline, being 11:59 pm (New York City time) on 24
November 2017, the Issuer had received valid Tender Instructions in respect of
USD589,193,000 in principal amount of outstanding Notes, representing approximately
84.17% of the outstanding Notes. In addition, the Issuer had received Voting
Instructions in favour of the Proposal (without Notes being tendered) in respect
of USD21,165,000 in principal amount of outstanding Notes, representing approximately
3.02% of the outstanding Notes.
On 17 November 2017, the Issuer completed the issuance of its USD780,000,000 4.850%
notes due 2027. Accordingly, the New Financing Condition and the Minimum New
Notes Size Condition have been satisfied.
The Issuer intends to purchase all of the validly tendered Notes, comprising (i)
USD587,193,000 in aggregate principal amount of Notes tendered prior to the
Early Participation Deadline for the Total Consideration of USD1,112.50 per
USD1,000 in principal amount of Notes and (ii) USD2,000,000 in aggregate
principal amount of Notes tendered after the Early Participation Deadline and
prior to the Expiration Deadline for the Tender Offer Consideration of
USD1,082.50 per USD1,000 in principal amount of Notes. The Issuer will also
pay the Early Consent Fee of USD30.00 per USD1,000 in principal amount of
Notes in respect of the USD21,165,000 in principal amount of outstanding
Notes in respect of which Voting Instructions were delivered prior to the Early
Participation Deadline. The Settlement Date will be 29 November 2017. All
Notes purchased by the Issuer in the Tender Offer will be delivered to the
Registrar for cancellation.
Following settlement of the Tender Offer, USD110,807,000 in aggregate
principal amount of Notes will remain outstanding. The amendments to the
terms and conditions of the Notes set out in the Supplemental Trust Deed have
been implemented and, accordingly, all of the Notes which remain outstanding
will be redeemed at the Early Redemption Amount of USD1,082.50 per
USD1,000 in principal amount of Notes, together with Accrued Interest, on the
Early Redemption Date, which is expected to be 29 November 2017 (and in no
event later than two Business Days following 29 November 2017).
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).
This announcement is made by:
Joint Stock Company "National Company "Kazakhstan Temir Zholy"
Konaeva street, 6
Astana City, 010000
Republic of Kazakhstan
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer and
Consent Solicitation Memorandum. This announcement and the Tender Offer
and Consent Solicitation Memorandum contain important information which
should be read carefully. If you are in any doubt as to the contents of this
announcement or the Tender Offer and Consent Solicitation Memorandum, you
are recommended to seek your own financial and legal advice, including in
respect of any tax consequences, immediately from your stockbroker, bank
manager, legal adviser, accountant or other independent financial adviser. This
announcement is for informational purposes only.
None of the Dealer Managers and Solicitation Agents, the Tender and Tabulation
Agent or the Trustee (or their respective affiliates, directors, officers, employees
and agents) have separately verified the information contained in the Tender
Offer and Consent Solicitation Memorandum and none of the Dealer Managers and
Solicitation Agents, the Tender and Tabulation Agent or the Trustee, their affiliates
or their respective directors, officers, employees or agents makes any representations,
warranties, undertakings or recommendations whatsoever (express or implied)
regarding the this announcement, the Tender Offer and Consent Solicitation
Memorandum or the Offer and none of such persons accepts any liability or
responsibility as to the accuracy or completeness of the information contained
in the Tender Offer and Consent Solicitation Memorandum or any other information
provided by the Issuer in connection with or in relation to the Offer or any
failure by the Issuer to disclose material information with regard to the Issuer
or the Offer. The Tender and Tabulation Agent is the agent of the Issuer and
owes no duty to any Holder.
unquote
[2017-11-29]