NOT FOR DISTRIBUTION IN OR INTO ANY
JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL
JSC DEVELOPMENT BANK OF
KAZAKHSTAN
ANNOUNCES FINAL RESULTS OF THE OFFER TO PURCHASE
FOR CASH IN U.S. DOLLARS
ANY AND ALL OF ITS OUTSTANDING
5.75% NOTES DUE 2025
14
November 2024 - On 15 October
2024, JSC Development Bank of Kazakhstan (the "Offeror"), a joint stock company
organised in the Republic of Kazakhstan, announced the launch
of its offer to purchase for cash any and
all of the outstanding 5.75% Notes due 2025 (the "Notes") issued by the Offeror (the
"Tender Offer") from each
Holder (as defined in the Offer to Purchase), upon the terms and
subject to the conditions set forth in the offer to purchase dated
15 October 2024 (the "Offer to Purchase"). Capitalised terms
used but not defined herein have the meanings set out in the Offer
to Purchase.
The Offeror made the Tender Offer in
combination with an offering of U.S. Dollar-denominated Eurobonds
issued under the Offeror's medium term note programme (the
"New USD Notes" and the
offering of the New USD Notes, the "New USD Notes Offering"). The New USD
Notes Offering closed on 23 October 2024. The proceeds from the New
USD Notes Offering were partially used to fund the Tender
Offer.
Early Tender Results
As of 5:00 p.m., New York City time,
on 28 October 2024 (the "Early
Tender Participation Deadline"), U.S.$10,600,000 in
aggregate principal amount of outstanding Notes had been validly
tendered and not withdrawn.
On 30 October 2024 (the
"Early Settlement Date"),
the Offeror accepted for purchase all Notes validly tendered and
not withdrawn as at the Early Tender Participation
Deadline.
Final Results
The Tender Offer expired at 5:00
p.m., New York City time, on 13 November 2024 (the "Expiration Deadline"). As of the
Expiration Deadline, no additional Notes had been tendered since
the Early Tender Participation Deadline, and the Offeror had not
accepted any additional Notes for purchase. Accordingly, as of the
Expiration Deadline, the remaining outstanding aggregate principal
amount of the Notes was U.S.$325,146,000.
*
* *
The Offeror retained Citigroup
Global Markets Limited, ICBC Standard Bank plc., J.P. Morgan
Securities plc, Jusan Invest JSC and Société Générale to act as
Dealer Managers for the Tender Offer and Morrow Sodali Limited,
trading as Sodali & Co, to act as Information and Tender Agent
for the Tender Offer.
The distribution of this
announcement in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which they are
released, published or distributed, should inform themselves about,
and observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws of any such
jurisdiction.
Disclaimer
This announcement is for
informational purposes only. The Tender Offer was made only
pursuant to the Offer to Purchase and only in such jurisdictions as
is permitted under applicable law. None of this announcement, the Offer to Purchase
nor any other documents or materials relating to the Tender Offer
constitutes an offer to purchase or the solicitation of an offer to
tender or sell Notes to or from any person located or resident in
any jurisdiction where such offer or solicitation is
unlawful.