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Friday 23 May, 2014

Temirbank JSC

Temirbank JSC Change of Control Notice

RNS Number : 9531H
Temirbank JSC
23 May 2014
 



NOTICE TO NOTEHOLDERS

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT FINANCIAL, TAX AND LEGAL ADVISERS.

JSC TEMIRBANK
(a joint stock company incorporated in the Republic of Kazakhstan under registration number 4814-1900-АО)
(the "Issuer")

CHANGE OF CONTROL NOTICE

with respect to the

U.S.$60,750,000 14.00 per cent. Senior Notes due 2022

Regulation S Notes:

Common Code: 052282667; ISIN: USY8584LAA18

Rule 144A Notes:

Common Code: 052282632; ISIN: US87971SAA87; CUSIP: 87971SAA8

 (the "Notes")

Reference is made to the trust deed dated 30 June 2010 (the "Trust Deed") between the Issuer and BNY Mellon Corporate Trustee Services Limited (formerly BNY Corporate Trustee Services Limited) (the "Trustee") constituting the Notes and  the agency agreement dated 30 June 2010 (the "Agency Agreement") between the Issuer, The Bank of New York Mellon, as Principal Paying and Transfer Agent (the "Principal Paying and Transfer Agent"), The Bank of New York Mellon, New York Branch, as U.S. Paying and Transfer Agent (the "U.S. Paying and Transfer Agent"), The Bank of New York Mellon (Luxembourg) S.A., as Registrar (the "Registrar") and the Trustee. Unless expressly otherwise provided herein, all terms used in this Notice and defined in the Trust Deed or the Agency Agreement are used herein as so defined.

NOTICE IS HEREBY GIVEN that, pursuant to Condition 9(d) of the Notes, a Change of Control has occurred in respect of the Issuer as result of acquisition by Mr Bulat Utemuratov of 79.88 per cent. of common shares in the Issuer on 15 May 2014.

This Notice is a Change of Control Notice within the meaning of Condition 9(d) of the Notes. In accordance with Condition 9(d) of the Notes, Noteholders may require the Issuer to redeem their Notes on the Change of Control Put Settlement Date at a price equal to 100 per cent. of their Accreted Principal Amount together with the interest accrued thereon to such date.

The Change of Control Put Settlement Date shall be 23 June 2014.

In order to exercise the option contained in Condition 9(d) of the Notes, the Noteholder must, not less than 15 days before the Change of Control Put Settlement Date, deposit with any Paying and Transfer Agent a duly completed Change of Control Put Option Notice.

The form of the Change of Control Put Option Notice can be obtained from any Paying and Transfer Agent and is also attached to this Notice.

Important Notice

None of the Issuer, the TruStee, THE REGISTRAR, the Principal Paying and transfer Agent and the U.S. Paying AND transfer agent expresses any view or makes any recommendation as to whether the Noteholders would be acting in their best interests by exercising the put OPTION in respect of theIR Notes.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT FINANCIAL, TAX AND LEGAL ADVISERS.

Further Information

Any questions relating to the completion and submission of the Change of Control Put Option Notice should be addressed to the Principal Paying and Transfer Agent as follows:

Contact:            Luis Ferreira-Alturas

Tel:                   +44 01202 689806

Fax:                  +44 207 964 2536

Email:               [email protected] 

Governing law

This Notice and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

 



 

ISSUER

JSC Temirbank
68/74 Abai Avenue

Almaty 050008

Republic of Kazakhstan

 

 

PRINCIPAL PAYING AND TRANSFER AGENT

The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom

 

 

U.S. PAYING AND TRANSFER AGENT

The Bank of New York Mellon, New York Branch
101 Barclay Street

New York

 NY 10286

United States

 

 

REGISTRAR

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

 

 

TRUSTEE

BNY Mellon Corporate Trustee Services Limited

One Canada Square

London E14 5AL

United Kingdom

 

 

 

 

This Notice is given by:

JSC Temirbank
68/74 Abai Avenue

Almaty 050008

Republic of Kazakhstan

 

23 May 2014                                                                                                    

SCHEDULE

FORM OF THE CHANGE OF CONTROL PUT OPTION NOTICE

 

To:     [Paying Agent]

 

U.S.$60,750,000 14.00 per cent. Senior Notes due 2022
issued by

JSC Temirbank

 

PUT OPTION NOTICE

 

By depositing this duly completed Notice with the above Paying Agent for the above Notes (the "Notes") in accordance with Condition 9(d) (Redemption at the option of Noteholders on a Change of Control) the undersigned Holder of the principal amount of Notes specified below and evidenced by a Global Note Certificate exercises its option to have such principal amount of Notes redeemed in accordance with Condition 9(d) (Redemption at the option of Noteholders on a Change of Control) on the Change of Control Put Settlement Date, which has been determined by the Issuer to be 23 June 2014.

This Notice relates to Note(s) in the aggregate principal amount of U.S.$______________ evidenced by a Global Note Certificate.

Payment should be made by [complete and delete as appropriate]:

-           U.S. dollar cheque drawn on a bank in [currency centre] and in favour of [name of payee] and mailed at the payee's risk by uninsured airmail post to [name of addressee] at [addressee's address].]

OR

-           transfer to [details of the relevant account maintained by the payee] with [name and address of the relevant bank].]

 

Name of Holder:    ____________________________

 

Signature
of Holder:              ____________________________

                       

Date:                    ____________________________

 

[To be completed by Paying Agent:]

 

Received by:         ____________________________

[Signature and stamp of Paying Agent:]

 

At its office at:      ____________________________

                            ____________________________

 

On:                       ____________________________

THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS REQUIRING COMPLETION HAVE BEEN DULY COMPLETED.


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