Announcement of Tender Offer

JSC Development Bank of Kazakhstan

02 April 2024

 

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 AN OFFER TO PURCHASE
FOR CASH IN U.S. DOLLARS ANY AND ALL OF ITS OUTSTANDING
5.75% NOTES DUE 2025 AND 10.75% NOTES DUE 2025

2 April 2024 - JSC Development Bank of Kazakhstan (the "Offeror"), a joint stock company organised in the Republic of Kazakhstan, announces the launch of its offer to purchase for cash any and all of: (i) the 5.75% Notes due 2025 (the "USD Notes") issued by the Offeror (the "USD Notes Tender Offer"); and (ii) the 10.75% Notes due 2025 (the "KZT Notes") issued by the Offeror (the "KZT Notes Tender Offer" and, together with the USD Notes Tender Offer, the "Tender Offers") 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 2 April 2024 (the "Offer to Purchase"). Capitalised terms used but not defined herein have the meanings set out in the Offer to Purchase. Copies of the Offer to Purchase are available, subject to registration and eligibility confirmation, from the Tender Offer Website: https://projects.morrowsodali.com/dbk .

The Offeror is making the Tender Offers in combination with offerings (the "New Notes Offerings") of U.S. Dollar-denominated Eurobonds to be issued under the Offeror's medium term note programme (the "New USD Notes") and of Kazakhstan Tenge-denominated Eurobonds to be issued under the Offeror's medium term note programme (the "New KZT Notes" and, together with the New USD Notes, the "New Notes"). The New Notes Offerings are expected to price prior to the Early Tender Participation Deadlines (as defined below) and to close on or about 15 April 2024. Subject to the successful closing of the New Notes Offerings, the proceeds from the offering of the New Notes are expected to fund the Tender Offers. An amount equal to the proceeds of the New KZT Notes will be used in accordance with the Offeror's Green and Sustainability Financing Framework, which is published on its website. The Offeror intends to use existing cash on hand to fund any remaining portion of the Tender Offers. Unless waived by the Offeror, the Tender Offers are conditioned upon, among other things, the successful completion (in the sole determination of the Offeror) of the New Notes Offerings (the "Financing Condition"). For the avoidance of doubt, the Offeror may waive the Financing Condition in respect of the issuance of one or both of the New USD Notes or the New KZT Notes. The New Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended. The Tender Offers are not offers to sell or solicitations of offers to buy any New Notes. No action has been, or will be, taken in any jurisdiction in relation to the New Notes to permit a public offer of securities.

The Offeror will, in connection with allocations of the New Notes, consider among other factors whether or not the relevant Holder seeking an allocation of the New Notes has, prior to such allocation, validly tendered or indicated a firm intention to the Offeror or the Dealer Managers to tender Notes pursuant to the Tender Offers, and, if so, the aggregate nominal amount of Notes tendered or intended to be tendered by such Holder. When considering allocations of the New Notes, the Offeror may give preference to those Holders who, prior to such allocation, have tendered, or indicated their firm intention to tender, Notes.

USD Notes Tender Offer

The USD Notes Tender Offer will expire at 5:00 p.m., New York City time, on 30 April 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the "USD Notes Expiration Deadline"). Holders who tender their USD Notes may withdraw such USD Notes at any time prior to 5:00 p.m., New York City time, on 15 April 2024 (such time and date, as the same may be extended (the "USD Notes Withdrawal Deadline")).  To receive the USD Notes Total Consideration (as defined below), which includes an early tender premium of U.S.$30.00 per U.S.$1,000 in principal amount of the USD Notes accepted for purchase pursuant to the USD Notes Tender Offer (the "USD Notes Early Tender Premium"), Holders must validly tender and not validly withdraw their USD Notes prior to 5:00 p.m., New York City time, on 15 April 2024, unless extended (such time, as the same may be extended, the "USD Notes Early Tender Participation Deadline"). Holders who validly tender their USD Notes after the USD Notes Early Tender Participation Deadline but at, or prior to, the USD Notes Expiration Deadline will be eligible to receive only the USD Notes Tender Offer Consideration (as defined herein), which is an amount equal to the USD Notes Total Consideration minus the USD Notes Early Tender Premium.

KZT Notes Tender Offer

The KZT Notes Tender Offer will expire at 5:00 p.m., Central European Summer Time, on 30 April 2024, unless extended or earlier terminated (such time and date, as the same may be extended, the "KZT Notes Expiration Deadline" and each of the KZT Notes Expiration Deadline and the USD Notes Expiration Deadline, an "Expiration Deadline"). Holders who tender their KZT Notes may withdraw such KZT Notes at any time prior to 5:00 p.m., Central European Summer Time, on 15 April 2024 (such time and date, as the same may be extended, the "KZT Notes Withdrawal Deadline" and each of the KZT Notes Withdrawal Deadline and the USD Notes Withdrawal Deadline, a "Withdrawal Deadline")).  To receive the KZT Notes Total Consideration (as defined below), which includes an early tender premium of KZT 7,500.00 per KZT 250,000 in principal amount of the KZT Notes accepted for purchase pursuant to the KZT Notes Tender Offer (the "KZT Notes Early Tender Premium" and each of the KZT Notes Early Tender Premium and the USD Notes Early Tender Premium, an "Early Tender Premium"), Holders must validly tender and not validly withdraw their KZT Notes prior to 5:00 p.m., Central European Summer Time, on 15 April 2024, unless extended (such time, as the same may be extended, the "KZT Notes Early Tender Participation Deadline" and each of the KZT Notes Early Tender Participation Deadline and the USD Notes Early Tender Participation Deadline, an "Early Tender Participation Deadline"). Holders who validly tender their KZT Notes after the KZT Notes Early Tender Participation Deadline but at, or prior to, the KZT Notes Expiration Deadline will be eligible to receive only the KZT Notes Tender Offer Consideration, which is an amount equal to the KZT Notes Total Consideration minus the KZT Notes Early Tender Premium.

All payments in respect of the KZT Notes Tender Offer (including in respect of the relevant Tender Offer Consideration, Total Consideration and Accrued Interest) will be made in U.S. Dollars, calculated by the Information and Tender Agent by dividing the relevant Kazakhstan Tenge amounts by the Kazakhstan Tenge / U.S. Dollar rate announced by the Offeror and used to determine the issue price of the New KZT Notes, which is expected to be as reported by the National Bank of Kazakhstan on the date of pricing of the New KZT Notes (currently expected to be 4 April 2024 (the "Calculation Date"), subject to receipt of requisite approvals for payment of the consideration relating to the KZT Notes Tender Offer) the ("FX Rate").

The FX Rate will be used to calculate all amounts due to be paid on both the Early Settlement Date (currently expected to be 17 April 2024) and the Final Settlement Date (currently expected to be 2 May 2024), and no recalculation of the exchange rate or adjustments will be made to reflect any changes in the FX Rate following the Calculation Date.

Key Terms of the Tender Offers

The following table sets forth certain terms of the Tender Offers:

Title of Notes	ISIN/CUSIP/Common Code	Outstanding Principal Amount	Amount of the Notes subject to the Offer	Tender Offer Consideration	Early Tender Premium	Total Consideration
5.75% Notes due 2025 issued by JSC Development Bank of Kazakhstan (the "USD Notes")	Regulation S: XS2472852610 / 247285261 Rule 144A: US48129VAA44 / 48129VAA4	U.S.$500,000,000	Any and all	U.S.$970.00(1)(4) ("USD Notes Tender Offer Consideration")	U.S.$30.00 (2)	U.S.$1,000.00 (2)(3)(4) ("USD Notes Total Offer Consideration")
10.75% Notes due 2025 issued by JSC Development Bank of Kazakhstan (the "KZT Notes" and, together with the USD Notes, the "Notes"))	Regulation S: XS2106835262 / 210683526	KZT62,500,000,000	Any and all	KZT 237,500.00 (4)(5) ("KZT Notes Tender Offer Consideration")	KZT 7,500.00(6)	KZT 245,000.00 (4)(6)(7) ("KZT Notes Total Offer Consideration")

________

(1)  Per U.S.$1,000 in principal amount of USD Notes validly tendered after the USD Notes Early Tender Participation Deadline but on, or prior to, the USD Notes Expiration Deadline and accepted for purchase.

(2)  Per U.S.$1,000 in principal amount of USD Notes validly tendered on, or prior to, the USD Notes Early Tender Participation Deadline and accepted for purchase.

(3)  Per U.S.$1,000 in principal amount, comprising the USD Notes Tender Offer Consideration and USD Notes Early Tender Premium.

(4)  Excludes Accrued Interest, which will also be paid.

(5)  Per KZT 250,000 in principal amount of KZT Notes validly tendered after the KZT Notes Early Tender Participation Deadline but on, or prior to, the KZT Notes Expiration Deadline and accepted for purchase. All payments in respect of the KZT Notes Tender Offer will be made in U.S. Dollars. The U.S. Dollar amounts payable will be determined as described under "The Tender Offers-Consideration-Calculation of U.S. Dollar Amounts for KZT Notes Tender Offer" in the Offer to Purchase.

(6)  Per KZT 250,000 in principal amount of KZT Notes validly tendered on, or prior to, the KZT Notes Early Tender Participation Deadline and accepted for purchase. All payments in respect of the KZT Notes Tender Offer will be made in U.S. Dollars. The U.S. Dollar amounts payable will be determined as described under "The Tender Offers-Consideration-Calculation of U.S. Dollar Amounts for KZT Notes Tender Offer"  in the Offer to Purchase.

(7)  Per KZT 250,000 in principal amount, comprising the KZT Notes Tender Offer Consideration and KZT Notes Early Tender Premium. All payments in respect of the KZT Notes Tender Offer will be made in U.S. Dollars. The U.S. Dollar amounts payable will be determined as described under "The Tender Offers-Consideration-Calculation of U.S. Dollar Amounts for KZT Notes Tender Offer" in the Offer to Purchase.

In addition to the relevant Tender Offer Consideration or the relevant Total Consideration, as applicable, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest in cash on such Notes in U.S. Dollars (calculated, in respect of the KZT Notes, as set out above), rounded to the nearest U.S.$0.01 (with U.S.$0.005 being rounded upwards) per (i) U.S.$1,000 in principal amount of USD Notes or (ii) KZT 250,000 in principal amount of KZT Notes, from and including the last interest payment date to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (the "Accrued Interest").

All Notes validly tendered and not validly withdrawn on, or prior to, the relevant Early Tender Participation Deadline and accepted for purchase will be purchased on the Early Settlement Date, and all Notes validly tendered after the relevant Early Tender Participation Deadline but on, or prior to, the relevant Expiration Deadline and accepted for purchase (if any) will be purchased on the Final Settlement Date.

Subject to applicable law and the terms and conditions of the Offer to Purchase, the Offeror may terminate the Tender Offers, waive any or all of the conditions of the Tender Offers prior to the relevant Expiration Deadline, extend the relevant Early Tender Participation Deadline or the relevant Expiration Deadline or amend the terms of the Tender Offers.

None of the Offeror, the Dealer Managers or the Information and Tender Agent makes any recommendation whether Holders should tender or refrain from tendering Notes in the Tender Offers, and no one has been authorised by any of them to make such a recommendation. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.

Contact Details

The Offeror has retained Citigroup Global Markets Limited, J.P. Morgan Securities plc, JSC Halyk Finance, Mashreqbank psc and Société Générale to act as Dealer Managers for the Tender Offers and Morrow Sodali Limited to act as Information and Tender Agent for the Tender Offers. Questions regarding procedures for tendering Notes may be directed to Morrow Sodali Limited at: [phone], [phone] and [phone] or by email at: [e-mail].  Questions regarding the Tender Offers may be directed to Citigroup Global Markets Limited at: [phone] or by email to [e-mail]; J.P. Morgan Securities plc at: [phone] or by email to: [e-mail]; JSC Halyk Finance at [phone] or by email to: [e-mail]; Mashreqbank psc by email to [e-mail]; or Société Générale at [phone] or by email to: [e-mail].

Disclaimer and Offer and Distribution Restrictions

This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offers.

Neither the Offer to Purchase nor any related document has been filed with, or reviewed by, the U.S. Securities and Exchange Commission, nor has any such document been filed with or reviewed by, any securities commission or regulatory authority of any U.S. state or jurisdiction or any other country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents. Any representation to the contrary is unlawful and may be a criminal offense.

The distribution of the Offer to Purchase 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.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers is not being made and such documents or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this announcement, the Offer to Purchase and such documents or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than: (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")); (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Offeror; (iii) to those persons who are outside the United Kingdom; or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "Relevant Persons") and the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on the Offer to Purchase or any of its contents.

Republic of Kazakhstan

The Tender Offers are not being made, directly or indirectly, in the Republic of Kazakhstan, except in compliance with the laws and regulations of the Republic of Kazakhstan, including the rules of the Kazakhstan Stock Exchange (the "KASE").  This announcement and the Offer to Purchase have not been, and will not be, submitted for clearance to, nor approved by, the National Bank of Kazakhstan.

France

The Tender Offers are not being made, directly or indirectly, to the public in France. None of this announcement, the Offer to Purchase or the Offer Documents have been distributed to, or are being distributed to, the general public in the Republic of France and only qualified investors (investisseurs qualifiés), within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") are eligible to participate in the Tender Offers. The Offer to Purchase has not been, and will not be, submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of this announcement, the Offer to Purchase or any other document or materials relating to the Tender Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offers are being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree № 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation № 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase in the Tender Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation № 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offers.

Belgium

None of this announcement, the Offer to Purchase nor the Offer Documents (as defined in the Offer to Purchase) have been submitted to, or will be submitted for, approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time-to-time. Accordingly, the Tender Offers may not be advertised and the Tender Offers will not be extended, and neither this announcement, the Offer to Purchase nor the Offer Documents has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. The Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offers. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

General

The Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes in the Tender Offers will not be accepted from Holders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Tender Offers to be made by a licensed broker or dealer and the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Forward-Looking Information

Certain statements included herein may constitute forward-looking statements within the meaning of the securities laws of certain jurisdictions. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "are expected to", "intends", "will", "will continue", "should", "would be", "seeks", "anticipates" or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Offeror's intentions, beliefs or current expectations concerning, among other things, the Offeror's results in relation to operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Offeror operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

These forward-looking statements speak only as of the date of this announcement. The Offeror does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required under Rule 14e-1 under the U.S. Securities Exchange Act of 1934, as amended.

 

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