Temirbank JSC

Voting implications

RNS Number : 4239I
Temirbank JSC
11 March 2010
 



PRESS RELEASE

(for immediate release)

 

JSC TEMIRBANK

TEMIR CAPITAL B.V.

 

11 MARCH 2010

JSC TEMIRBANK'S RESTRUCTURING -

POTENTIAL IMPLICATIONS OF A FAILURE BY AN INTERNATIONAL NOTEHOLDER TO VOTE

(AND OTHER MATTERS)

 

1          JSC Temirbank is pleased to clarify that International Noteholders will participate in the Restructuring transaction through attending the International Noteholder Meetings to be held in London on 16 March 2010 or through lodging their proxy vote through their custodian or Clearing System as is conventional for such noteholder meetings (each as described in detail in the notices dated 22 February 2010).  International Noteholders are not required to complete a Claim Form or a Form of Proxy (which are set out in the Information Memorandum) as, following the votes at the International Noteholder Meetings, the relevant Trustee will (if duly authorised at the relevant International Noteholders Meeting) do so on behalf of its International Noteholders.

2          In light of queries from certain International Noteholders, the Bank wishes to emphasise certain statements in its Information Memorandum dated 22 February 2010 as to the potential implications of a vote by an International Noteholder against the Extraordinary Resolutions, or a failure to vote at all, in relation to the International Noteholders' Meetings convened for 16 March 2010.

If either International Noteholders' Meeting does not approve the relevant Extraordinary Resolution, or if either International Noteholders' Meeting is inquorate due an insufficient amount of votes being cast by the relevant International Noteholders before it, there is a significant likelihood that the Restructuring will not be approved at the Creditors' Meeting.

 

If the Restructuring is not approved at the Creditors' Meeting, the management of the Bank believes that the Bank will likely enter into conservation and/or bankruptcy under Kazakhstan law, and the proceeds available to Restructuring Creditors could be reduced to a level considerably less than the value of the Entitlements which the Restructuring Creditors would otherwise receive.

JSC Temirbank strongly encourages International Noteholders to express their view through voting in relation to the International Noteholders' Meetings as soon as possible.

3          To the extent that the 2011 Notes are blocked for voting purposes in the Clearing Systems, they will cease to be blocked at the conclusion of the relevant International Noteholder Meeting (or, if it is adjourned, at the conclusion of the adjourned meeting or upon the failure to obtain the necessary quorum at that adjourned meeting).

Therefore, the 2011 Notes can be freely traded again from the above time until the relevant distribution record date (which will be closer to the Restructuring Date, as will be explained in more detail in a second supplemental information memorandum setting out distribution mechanics, expected to be released very shortly).

The 2014 Notes (which are held through DTC) are not blocked (although for voting purposes, only holders at the DTC Record Date, will be recognised).

Restructuring Creditors are referred to the Information Memorandum (and Supplemental Information Memorandum dated 9 March 2010) for a full discussion of these issues.  Capitalised terms used in this press release and not otherwise defined in it shall have the meanings given to them in the Information Memorandum and the Supplemental Information Memorandum.

Nothing in this press release should be relied on for any purpose. In particular and without limitation, nothing in this press release, the Information Memorandum, the Supplemental Information Memorandum or any other document issued with or appended to it should be relied on in connection with the purchase of any shares, securities or assets of the Bank (including but not limited to the Amended Notes). This press release is not an offer of securities in the United States.  Securities may not be offered or sold in the United States absent registration or an exemption from registration.

Restructuring Creditors may direct any queries they have regarding the restructuring to either:

The International Department of the Bank by email at [email protected] or by telephone at +7 727 259 0528 or +7 727 258 7829; or

The Information Agent: Thomson Reuters by email at [email protected] or by telephone to any of Ellis Farrell + 44 207 542 8775, Christina Mermiga + 44 207 542 5836 or Melina Bobbio + 44 207 542 9013 or by post to Thomson Reuters, 30 South Colonnade, Canary Wharf, London, UKE14 5EP.


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