TIDM66ZX
RNS Number : 7267F
JSC NC KazMunayGas
08 November 2022
PRESS RELEASE
IT IS NOT INTED FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AS WELL AS
IN ANY OTHER JURISDICTIONS WHERE IT WOULD BE ILLEGAL.
With the exception mentioned below concerning Kazakhstan, this
announcement is published in connection with an offer in accordance
with the Prospectus Rules of the Astana International Financial
Center Exchange (hereinafter - the AIX ), and not a prospectus, an
offer for sale or a solicitation for an offer to purchase or a
recommendation to sell or buy securities in any jurisdictions,
including the United States, Australia, Canada, Japan or the
Republic of South Africa. This announcement is not intended for use
as an advertisement on the territory of the Republic of Kazakhstan
and for purposes of the legislation of the Republic of
Kazakhstan.
In the United Kingdom, this announcement is being distributed
and is directed only at "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation (Regulation (EU)
2017/1129) (hereinafter - Prospectus Regulation ) as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act
2018 who also: (i) have professional experience in matters relating
to investments and who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (hereinafter -
Order ); or (ii) are high net worth entities falling within Article
49(2)(a) to (d) of the Order, or (iii) persons to whom it may
otherwise be lawfully be communicated (all such persons together
being referred to as the Relevant Persons ). This announcement must
not be acted on or relied on by persons who are not the Relevant
Persons. Any investment or investment activity to which this
announcement relates is available only to the Relevant Persons and
will be engaged in only with the Relevant Persons. Persons
distributing this announcement must satisfy themselves that it is
lawful to do so. The securities will be available only to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be only with, Relevant Persons.
With respect to member states of the European Union, this
announcement is directed only at, and the securities referred to
herein will be offered only to, qualified investors within the
meaning of Article 2(e) of the Prospectus Regulation, (such persons
being referred to as the Qualified Investors ) and/or in other
circumstances falling within Article 1 section 4 of the Prospectus
Regulation. Any such Qualified Investor will also be deemed to have
represented and agreed that any such securities acquired by it in
the offering have not been acquired on behalf of persons other than
such Qualified Investors.
Neither this announcement nor any of its provisions form the
basis for offers or obligations of any kind in any jurisdiction,
and they should not be relied upon in connection with offers or
obligations in any jurisdiction. Investors should not subscribe to
or purchase any securities referred to in this announcement, other
than based on the information contained in the prospectus, in its
final form, (hereinafter - the Prospectus ) prepared by Joint Stock
Company "National Company KazMunayGas (hereinafter - KMG )
regarding the potential admission of ordinary shares to the
official list of AIX securities and their admission to official
trading on the main market of AIX with the "KMG" trading symbol. On
7 November 2022, the AIX approved the Prospectus. The Prospectus
was prepared in English, and KMG arranged for its translation into
Kazakh and Russian. The translation of the Prospectus into Kazakh
and Russian and/or other languages was not verified or approved by
the AIX. If in doubt, you should rely on the version of the
Prospectus in English. The Prospectus in English, Kazakh and
Russian will be made available for inspection on the KMG website at
the link: http://www.kmg.kz and the website of JSC Sovereign Wealth
Fund "Samruk-Kazyna" (hereinafter - Samruk-Kazyna ) at the link:
http://www.sk.kz .
November 7, 2022
JSC "Sovereign Wealth Fund "Samruk-Kazyna"
JSC "National "Company KazMunayGas"
Joint Stock Company "Sovereign Wealth Fund "Samruk-Kazyna"
(hereinafter - the Fund ) today confirmed its intention to carry
out an initial public offering, during which the Fund will sell up
to 30,505,974 ordinary shares (hereinafter - Shares ) of Joint
Stock Company "National Company "KazMunayGas" (hereinafter - KMG ),
the national oil and gas company out of 551,698,745 Shares owned by
the Fund (hereinafter - the IPO or Offer ).
KMG confirms its intention to apply for the admission of Shares
into the official list of securities of the Astana International
Stock Exchange (hereinafter - the AIX ) - the stock exchange of the
Astana International Financial Center (hereinafter - the AIFC ) and
the admission to trading on AIX.
Mr. Almassadam Satkaliyev, Chief Executive Officer of
Samruk-Kazyna JSC:
"As part of the Offer, Fund, which owns 90.42% of the issued and
outstanding Shares, intends to offer up to 30,505,974 Shares for
sale, which represents approximately up to 5% of the total number
of Shares. The rest of the Shares are currently owned by the
National Bank of Kazakhstan.
Thus, as a result of the IPO, the Fund will continue owning at
least 85% of the Shares .
The price per Share under the Offer is KZT 8,406, assuming
capitalisation of about KZT 5.1 trillion.
Acceptance of investor applications will begin on November 9,
2022, and will be closed for institutional investors on November
30, 2022, and for retail investors - on December 2, 2022."
Mr. Magzum Mirzagaliyev, Chief Executive Officer of JSC NC
KazMunayGas:
KMG is the leading oil and gas company and the largest of the
national companies in Kazakhstan, manages assets across the entire
production cycle - from exploration and production of hydrocarbons
to transportation, processing and rendering services, and
participates in the development and implementation of state policy
in the oil and gas industry. The Company has more than 25% share in
the production of oil and gas condensate in the country, 56% in
transportation and 82% in oil refining. Our consolidated assets
exceeded KZT 15 trillion. This year marks the 20th anniversary of
the establishment of KMG. Yet even today, the Company meets the
highest standards of corporate governance and transparency, is
widely known in the international and Kazakhstani securities
markets through the issuance of its Eurobonds, has international
credit ratings from all three leading international rating
agencies, two of which are investment grade.
The decision of the Government and the Fund to sell a portion of
the KMG Shares on the free market will permit potential investors
purchasing shares of the company, will contribute to the
development of the securities market and stock exchanges in
Kazakhstan. At the same time, let me note that the state will
retain control over the company through the Fund.
On our behalf, we will make every effort to make KMG attractive
to our investors and take its worthy place in their investment
portfolios."
Confirmation of key aspects of the planned Offer
-- The planned KMG IPO is carried out as part of the implementation of the Comprehensive Privatization Plan for
2021-2025, approved by the Government of the Republic of Kazakhstan.
-- The Fund intends to offer Shares to Kazakhstani and international retail and institutional investors on
Kazakhstani platforms of the AIX and the Kazakhstan Stock Exchange (hereinafter - KASE ) in accordance with the
rules and regulations of the AIX and the KASE.
-- Currently, the Fund owns 90.42% of all issued and outstanding ordinary Shares. As part of the Offer, the Fund
intends to offer up to 30,505,974 Shares for sale, which represents up to 5% of the total number of issued and
placed Shares (in the amount of 610,119,493 pcs). Following the Offer, the Fund will own at least 85% of the
total Shares.
-- KMG does not plan to sell (place) Shares as part of the Offer and will not receive any proceeds from the Fund's
sale of Shares as a result of the IPO.
-- The price per Share for the purposes of the Offer is KZT 8,406, assuming a capitalization of KZT 5.1 trillion.
-- Admission of Shares to the official list of the AIX with the "KMG" trading symbol is expected on December 7,
2022, and the admission to trading on the AIX is expected on December 8, 2022.
-- KMG ordinary shares are already included in the official list of the KASE with "KMGZ" trading symbol.
-- Current shareholders of KMG, the Fund and the National Bank of Kazakhstan, will not be allowed during a 180-day
lock-up period to sell or otherwise alienate Shares with certain generally accepted exceptions in each case.
-- Acceptance of investor applications will begin on November 9, 2022, at 12:00 (Astana time) and will end for
institutional investors on November 30, 2022, at 06:00 pm (Astana time), and for retail investors - on December
2, 2022, at 03:00 pm (Astana time).
-- The roadshow with participation of the representatives of KMG and the Fund is planned to start on November 9,
2022, or in the time nearest to this date.
-- BCC Invest JSC, Freedom Broker JSC, Halyk Finance JSC and SkyBridge Invest JSC are joint coordinators and
bookrunners of the Offer.
-- For purposes of the Offer, KMG prepared a Prospectus in English, which was approved by the AIX on November 7,
2022. KMG arranged for the translation of the Prospectus into Kazakh and Russian. The translation of the
Prospectus into Kazakh and Russian and/or other languages was not verified or approved by the AIX. If in doubt,
you should rely on the version of the Prospectus in English. The Prospectus in English, Kazakh and Russian will
be made available for review inspection on the KMG website at the link: http://www.kmg.kz and the website of JSC
Sovereign Wealth Fund "Samruk-Kazyna" at the link: http://www.sk.kz .
Brief overview of the Company
-- KMG is a national leader in the oil industry with full integration at all stages of the value chain and provides
a unique opportunity to invest in Kazakhstani oil and gas industry, which, according to the Fund and KMG, has
fundamental prerequisites for long-term growth.
-- The mission of KMG is the development of natural resources in an effective and rational manner to ensure energy
security, development and prosperity of Kazakhstan with care for future generations.
-- KMG strives to achieve continuous growth and strengthen its position as a leading vertically integrated oil and
gas company that meets high safety standards and principles of sustainable development, focused on maximizing
financial results.
-- An important contribution to the company's future growth will be made through the implementation of megaprojects,
including the completion of the Future Expansion Project and the Wellhead Pressure Management Project at the
Tengiz field in 2023-2024, as well as further production expansion at the Kashagan and Karachaganak fields.
-- As a national company, KMG has unique subsoil use rights in relation to strategic subsoil deposits and offshore
projects on the territory of Kazakhstan and has significant prospects in the field of geological exploration.
-- The potential volume of reserves growth according to the Development Strategy amounts to about 1.9 billion barrel
of oil equivalent.
-- Sustainalytics, the international rating agency, rated KMG's ESG risk management at 28.5 points, which underlines
KMG's strong position in managing ESG risks in the international oil and gas market.
-- KMG holds a leading position in the oil transportation sector, having participated in all significant oil
transportation projects in Kazakhstan.
-- The company's asset composition includes fully modernized four largest oil refineries in Kazakhstan and two
refineries in Romania.
A brief overview of the last company's production and financial
indicators
-- 90.42% of Shares are owned by the Fund, with the remaining 9.58% of Shares owned by the National Bank of the
Republic of Kazakhstan. The Government of the Republic of Kazakhstan is the sole shareholder of the Fund.
-- The total amount of consolidated assets for H1 2022 increased from KZT 13.7 trillion to KZT 15.2 trillion.
-- In H1 2022, the revenue increased by 57.3% and amounted to KZT 4,203 billion (USD 9,339 million) compared to KZT
2,672 billion (USD 6,299 million) in H1 2021.
-- EBITDA increased by 49.2% and amounted to KZT 1,119 billion (USD 2,486 million) compared to KZT 750 billion (USD
1,767 million) in H1 2021.
-- The adjusted EBITDA indicator increased by 22.4% and for M6 2022 has amounted to KZT 598 billion compared to KZT
489 billion for the same period last year;
-- Net income for the H1 2022 increased by 5.0% compared to the same period of the last year and amounted to KZT
677 billion (USD 1,504 million).
-- Net income adjusted for the share in jointly controlled enterprises and associates amounted to KZT 156 billion
(USD 348 million) compared to KZT 384 billion (USD 904 million) in H1 2021.
-- Free cash flow amounted to KZT 188 billion (USD 417 million) compared to KZT 291 billion (USD 685 million) for H1
2021.
-- As of June 30, 2022, the total debt amounted to KZT 3,935 billion (USD 8,366 million) compared to the indicator
as of December 31, 2021, in the amount of KZT 3,746 billion (USD 8,676 million).
-- As of June 30, 2022, net debt amounted to KZT 2,292 billion (USD 4,872 million) compared to the indicator as of
December 31, 2021, at the level of KZT 2,204 billion (USD 5,104 million).
-- The volume of oil and gas condensate production for H1 2022 amounted to 10,774 thousand tonnes, 0.3% increase
compared to the same period last year.
-- The volume of oil transportation increased by 0.6% compared to M6 2021, amounting to 37,157 thousand tonnes.
-- The volume of hydrocarbon processing at Kazakhstani and Romanian refineries cumulatively increased by 0.2% and
amounted to 9,721 thousand tonnes.
( Note regarding the correlation between KZT and USD: the
exchange rate used herein was not universal for all the figures,
but different in each case as applicable for the respective date .
)
For more information, please contact:
Press Service of JSC Samruk-Kazyna
Telephone: +7 (7172) 55 26 90
Email: press@ sk .kz
Press Service of JSC NC KazMunayGas
Telephone: +7 (7172) 78 62 31, 78 91 49
Email: press@kmg.kz
IPO hotline ( toll-free from landline and mobile numbers)
Telephone: 8 (800) 004 03 15
e-mail: ipo@kmg.kz
Investor Relations Department
Telephone: +7 7172 78 63 43
e-mail: ir@kmg.kz
A copy of this announcement wase posted on the Internet at:
http://www.kmg.kz
About JSC National Company KazMunayGas (hereinafter - KMG )
KMG is the leading vertically integrated oil and gas company in
Kazakhstan. KMG manages assets across the entire production cycle -
from exploration and production of hydrocarbons to transportation,
processing and rendering specialized services, and participates in
the development and implementation of state policy in the oil and
gas industry. The company was founded in 2002. The main assets of
KMG include: Exploration & Production: Ozenmunaigas (OMG) -
100%, Embamunaigas (EMG) - 100%, Kazakhturkmunai (KTM) - 100%,
KazMunaiTeniz - 100%, Urikhtau (UO) - 100%, Mangistaumunaigas (MMG)
- 50%, Kazgermunai (KGM) - 50%, Karazhanbasmunai (KBM) - 50%,
Kazakhoil Aktobe (KOA) - 50%, PetroKazakhstan Inc (PKI) - 33%,
Tengizchevroil (Tengiz) - 20%, Karachaganak - 10%, Kashagan -
16.88%. Transportation: KazTransOil - 90%, Kazakhstan-China
Pipeline (KCP) - 50%, MunaiTas - 51%, Batumi Oil Terminal - 100%,
Caspian Pipeline Consortium (CPC) - 20.75%, Kazmortransflot - 100%.
Processing and other: Pavlodar Oil Chemistry Refinery - 100%,
Atyrau Refinery - 99.53%, PKOP - 49.72%, KMG International - 100%,
Petromidia - 54.63%, Vega - 54.63%, KazRosGaz - 50%, Kazakhstan
Petrochemicals Industries Inc. - 49.5%.
More detailed information is available on the website:
http://www.kmg.kz
IMPORTANT NOTICE
The information contained in this announcement is for background
purposes only and does not purport to be full or complete, nor does
it constitute or form part (in whole or in part) of any invitation
or inducement to engage in investment activity, nor does it
constitute an offer or invitation to buy any securities, in any
jurisdiction including the United States, or a recommendation in
respect of buying, holding or selling any securities. No reliance
may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or
completeness. The contents of this announcement are not to be
construed as legal, financial or tax advice.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America,
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer for sale of any securities in
the United States. Securities may not be offered or sold in the
United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933 (the " U.S. Securities Act
"). KMG has not registered and does not intend to register any
portion of any potential offering of Shares in the United States or
to conduct a public offering of any securities in the United
States.
The Shares referred to in this document may only be offered or
and sold in the Republic of Kazakhstan, including in or from the
AIFC, in compliance with the applicable laws of the Republic of
Kazakhstan and the AIFC rules and regulations. This Prospectus does
not constitute an offer, or an invitation to make offers, to sell,
purchase, exchange or otherwise transfer securities in Kazakhstan
to or for the benefit of any Kazakhstan person or entity, except
for those persons or entities that are capable to do so under the
legislation of the Republic of Kazakhstan and any other laws
applicable to such capacity of such persons or entities.
This announcement is not and shall not be construed as an
advertisement (i.e. information intended for an unlimited group of
persons which is distributed and placed in any form and aimed to
create or maintain interest in KMG and its merchandise, trademarks,
works, services and/or its securities and promote their sales) in,
and for the purpose of the laws of Kazakhstan, unless such
advertisement is in full compliance with Kazakhstan laws.
None of JSC "Halyk Finance", JSC "Freedom Finance", JSC
"SkyBridge Invest" and JSC "BCC Invest", (together, the "
Bookrunners ") nor any of their respective affiliates, their
respective directors, officers or employees, advisers, agents or
any other person accepts any responsibility or liability whatsoever
for the contents of, or makes any representations or warranties,
express or implied, as to the accuracy, fairness or completeness of
the information presented or contained in this announcement (or
whether any information has been omitted from this announcement) or
any other information relating to KMG, its subsidiaries and their
associated companies (the " Group "), whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith. Accordingly, each of the Bookrunners and their
respective affiliates, their respective directors, officers or
employees, and any other person acting on their behalf expressly
disclaims, to the fullest extent possible, any and all liability
whatsoever for any loss howsoever arising from, or in reliance
upon, the whole or any part of the contents of this announcement,
whether in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
Certain statements in this announcement are not historical facts
and are "forward-looking" within the meaning of Section 27A of the
U.S. Securities Act and Section 21E of the U.S. Securities Exchange
Act of 1934. Forward-looking statements include statements
concerning our plans, expectations, projections, objectives,
targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or
intentions relating to acquisitions, our competitive strengths and
weaknesses, plans or goals relating to development projects,
financial position and future operations and development, our
business strategy and the trends we anticipate in the industries
and the political and legal environment in which we operate and
other information that is not historical information. By their very
nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks exist that the
predictions, forecasts, projections and other forward-looking
statements will not be achieved. Given these risks and
uncertainties, be cautioned not to place undue reliance on such
forward-looking statements. The Bookrunners do not intend and do
not assume any obligation to update any forward-looking statement
contained herein.
In addition, this announcement contains information concerning
the Group's industry and its market and business segments
generally, which is forward-looking in nature and is based on a
variety of assumptions regarding the ways in which the industry,
and the Group's market and business segments, will develop. These
assumptions are based on information currently available to KMG. If
any one or more of these assumptions turn out to be incorrect,
actual market results may differ from those predicted. While KMG
does not know what effect any such differences may have on the
Group's business, if there are such differences, they could have a
material adverse effect on the Group's future results of operations
and financial condition.
The information in this announcement is subject to change.
Before subscribing for or purchasing any Shares, persons viewing
this announcement should ensure that they fully understand and
accept the risks set out in the Prospectus. No reliance may be
placed for any purpose on the information contained in this
announcement or its accuracy or completeness. Neither this
announcement, nor anything contained in the Prospectus referred to
herein, shall form the basis of or constitute any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any Shares or any other securities nor
shall it (or any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract
therefor.
The Fund may decide not to go ahead with the IPO and there is
therefore no guarantee the Offering will be made or that all or any
portion of the investor applications will be satisfied. Financial
decisions should not be based on this announcement. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing all or a portion of the
amount invested.
Persons considering making investments should consult a
professional person specialising in advising on such investments.
Neither this announcement, nor the Prospectus referred to herein,
constitutes a recommendation concerning a possible Offer. The value
of Shares can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of the
Offer for them and their purposes.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUWSVRUWUARAA
(END) Dow Jones Newswires
November 08, 2022 12:06 ET (17:06 GMT)
Jsc.nc Kaz 47s (LSE:66ZX)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Jsc.nc Kaz 47s (LSE:66ZX)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024