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JSC Kazkommertsbank (KKB)

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Tuesday 29 June, 2010

JSC Kazkommertsbank

Consent Solicitation Statemen

RNS Number : 4083O
JSC Kazkommertsbank
29 June 2010
 



29 June 2010

KAZKOMMERTS FINANCE 2 B.V.
(the "Company")

Commences a Consent Solicitation in relation to its

U.S.$200,000,000 8.625% Subordinated Loan Participation Notes due 2016
(ISIN: XS0262468654; Common Code: 026246865) (the "2016 Notes")
relating to a subordinated loan provided by the Company to JSC Kazkommertsbank (the "Bank")
pursuant to a subordinated loan agreement dated 26 July 2006 (the "2016 Notes Loan Agreement"); and

U.S.$250,000,000 8.5% Subordinated Loan Participation Notes due 2017
(ISIN: XS0305204595; Common Code: 030520459) (the "2017 Notes")
relating to a subordinated loan provided by the Company to the Bank
pursuant to a subordinated loan agreement dated 11 June 2007 (the "2017 Notes Loan Agreement");

(the 2016 Notes and the 2017 Notes, together the "Notes")

Consent Solicitation

Pursuant to a consent solicitation statement dated 29 June 2010 (the "Consent Solicitation Statement"), the Company, in consultation with the Bank, announces that it is soliciting consents from Noteholders of the Notes as further described below. 

The Company, in consultation with the Bank, is soliciting the approval of the beneficial holders of the outstanding Notes (the "Noteholders") to consider and, if thought fit, pass an extraordinary resolution (the "Extraordinary Resolution") at a meeting of Noteholders to be held at 10.00 a..m. (London time), with respect to the 2016 Notes and 10.30 a.m. (London time) with respect to the 2017 Notes, in each case on 21 July 2010 at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW (together the "Meetings") to approve amendments to the terms and conditions of the Notes and the related transaction documentation in order to effect the changes set out below under "Indicative Terms" (the "Proposal"). 

Indicative Terms

Among other things, the Company, in consultation with the Bank, has requested that the Noteholders approve the following changes to the terms and conditions of the Notes and the transaction documentation relating thereto, to take effect on the Substitution Date (as defined in the Consent Solicitation Statement):

(1)        The substitution of the Company with the Bank as primary obligor under the Notes and the transaction documentation relating thereto and to collapse the loan participation note structure in favour of a straight bond structure, including (without limitation) the termination of the related loan agreement, the removal of the security package and removal of the limited recourse provisions in the Notes, while preserving all significant legal and commercial terms afforded to the Noteholders;

(2)        The listing of the Notes on the Kazakhstan Stock Exchange in addition to the London Stock Exchange; and

(3)        (a)        Amendments to the loan agreements, prior to their termination and to making the amendments described above, as are required pursuant to Dutch law, in order to permit set-off under the loan agreements and make all such necessary changes to allow for the reinstatement of the loan participation note structure, should this ever be required; and

            (b)        In the event that the Notes are deemed ineligible for listing on the Kazakh Stock Exchange following the substitution or following such listing the Notes become ineligible at any point prior to maturity or the withholding tax benefits are reversed in such a way as to be less favourable (such determination to be at the Bank's sole discretion) under the proposed structure as compared with a loan participation note structure, to agree to the reversal of the substitution referred to in paragraph 1 above so that the original terms (subject to minor administrative or technical amendments that may be required) of the Notes and the related trust deeds are restored; and

(4)        All other consequential changes to the Notes and the transaction documentation relating thereto as are necessary for or expedient to the modifications set out above in paragraphs (1) through (3) above; and

In addition to the above, Noteholders will be asked to give their consent to removing the existing Permanent Global Note (as defined in the relevant trust deeds relating to the Notes) from the Common Depositary and replacing it with a new Permanent Global Note reflecting the changes listed above.

Timetable

The following table sets forth certain key dates for the Consent Solicitation, as described in the Consent Solicitation Statement:

Event

 

Date and Time

Announcement of Proposal and relevant Notice of Meeting to be given to Noteholders:


29 June 2010

Consent Solicitation Statement to be published and made available to Noteholders at the office of the applicable Registrar (as defined below) (copies of which are obtainable, upon request, free of charge):


29 June 2010

Instruction Deadline ‑ Latest time and date for submission or delivery of Electronic Voting Instructions (as defined in the Consent Solicitation Statement):


10.00 a.m. (London Time) on 19 July 2010

Time and date of the Meetings:


With respect to the 2016 Notes 10.00 a.m. (London Time) on 21 July 2010

With respect to the 2017 Notes 10.30 a.m. (London Time) on 21 July 2010

Notice of the results of each of the Meetings intended to be given to Noteholders:


Promptly following the applicable Meeting

If the Extraordinary Resolution is passed at the applicable Meeting:



Execution of the relevant amendment documentation


Substitution Date, expected to be on or about 26 July 2010

Rationale for the Offer

Descriptions of the background to the Consent Solicitation are set out in the Consent Solicitation Statement, a copy of which is available from the applicable Registrar at the address set out below.

Voting and Quorum

Noteholders who wish to vote must do so in accordance with the procedures of the relevant clearing system.  Noteholders should note that they must allow sufficient time for compliance with the standard operating procedures of the Clearing Systems in order to ensure delivery of their voting instructions to the applicable Registrar in advance of the Instruction Deadline.

The quorum required at a Meeting to pass the Extraordinary Resolution is at least two Voters representing or holding two thirds of the aggregate principal amount of the Notes outstanding provided that so long as more than half of the aggregate principal amount of the outstanding Notes is represented by a global note certificate or a single individual note certificate, a single Voter appointed in relation thereto or being the holder of the 2016 Notes represented thereby shall be deemed to be two Votes for the purpose of forming a quorum. No business (other than the choosing of a chairman) shall be transacted unless the requisite quorum is present at the commencement of the Meeting.

To be passed, the Extraordinary Resolution requires a majority voting in favour consisting of not less than three quarters of the votes cast at the quorate Meeting. A duly passed Extraordinary Resolution shall be binding upon all holders of the relevant Notes, whether or not present at such Meeting and whether or not voting in favour or against the Extraordinary Resolution or voting at all, and each of the relevant Noteholders shall be bound to give effect to it accordingly.

Registrars

Any questions regarding procedures for the Consent Solicitation or requests for additional copies of the Consent Solicitation Statement and related documents, which are available for free and which describe the Consent Solicitation in greater detail may be directed to the applicable Registrar named, and contact details for which are as set out below (the "Registrars").

REGISTRAR FOR THE 2016 NOTES:

REGISTRAR FOR THE 2017 NOTES:

The Bank of New York Mellon
101 Barclay Street
New York NY 10286
United States of America

Attention: BNY Mellon -Corporate Trust Events Administration
Telephone:  +44 (0) 207 964 4958
Facsimile: +44 (0) 207 964 2536
E-mail: [email protected]

 

The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building - Polaris
2-4, rue Eugène Ruppert
L-2453
Luxembourg

Attention: BNY Mellon -Corporate Trust Events Administration
Telephone:  +44 (0) 207 964 4958
Facsimile: +44 (0) 207 964 2536
E-mail: [email protected]

None of the Company, the Registrars or, with respect to the 2016 Notes, The Bank of New York Mellon in its capacity as trustee for the 2016 Notes (the "2016 Notes Trustee") and with respect to the 2017 Notes, BNY Corporate Trustee Services Limited in its capacity as trustee for the 2017 Notes (the "2017 Notes Trustee" and together with the 2016 Notes Trustee, the "Trustees") are making any recommendation to relevant Noteholders as to whether or not they should provide consents in connection with the proposed amendments and/or to vote in favour of the Extraordinary Resolution.

The Notes may be blocked in the Clearing Systems for the purposes of appointing Proxies (as defined in the relevant trust deed relating to the Notes) under Block Voting Instructions (as defined in the relevant trust deed relating to the Notes) until 48 hours before the time fixed for the Meeting and a Noteholder may appoint a Proxy (as defined in the relevant trust deed relating to the Notes) either under a Block Voting Instruction by delivering written instructions to the applicable Registrar or by executing and delivering a Form of Proxy (as defined in the relevant trust deed relating to the Notes) to the Specified Office of the relevant Registrar, in either case until 48 hours before the time fixed for the Meeting.

The Consent Solicitation is being made solely by means of the related Consent Solicitation Statement. Under no circumstances shall this announcement constitute the solicitation of an offer to sell the Notes or any other securities of the Bank. It also is not a solicitation of consents to the proposed amendments to the trust deeds applicable to the Notes. No recommendation is made as to whether Noteholders should tender their Notes or give their consent to the proposed amendments.

The Consent Solicitation is not being made in the Republic of Italy or any other jurisdiction in which the making of an offer would not be in compliance with the laws or regulations of such jurisdiction.

None of the Company, the Trustees or the Registrars takes any responsibility for the contents of this announcement and none of the Bank, the Company, the Trustees or the Registrars or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent Solicitation, or any recommendation as to whether Noteholders should provide their consent in the Consent Solicitation. This announcement must be read in conjunction with the Consent Solicitation Statement. This announcement and the Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.

 

For contacts:

Vadim Jadrikhinsky, Head, Debt Capital Markets

Tel.: +7 (727) 258-54-71, E-mail: [email protected]

 

Aliya Nursipatova, Head, Investor Relations
Tel.: +7 (727) 258-51-25, E-mail: [email protected]

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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