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Monday 22 February, 2010

Temirbank JSC

Info Memo detailing JSC Temir

RNS Number : 5127H
Temirbank JSC
22 February 2010
 

Not for distribution in the United States

PRESS RELEASE

(for immediate release)

 

JSC TEMIRBANK

TEMIR CAPITAL B.V.

 

22 FEBRUARY 2010

 

INFORMATION MEMORANDUM DETAILING JSC TEMIRBANK'S RESTRUCTURING TO BE PUBLISHED

 

JSC Temirbank announces the publication of the Information Memorandum giving full details of the Bank's restructuring.  The Information Memorandum will be published shortly after the publication of this press release via the website of the Information Agent: http://bonds.thomsonreuters.com/temirbank

The Company signed a Term Sheet outlining the terms of the revised restructuring proposal on 18 December 2009 with a committee of leading bondholders who were also represented in the negotiation by London-based legal counsel.  The Creditors Committee and their legal counsel had been in consultation with Bondholders holding approximately US$400 million of aggregate principal amount of Notes guaranteed by JSC Temirbank.   The Term Sheet was a non-binding agreement of principle, and is not legally binding on members and the committee members, nor do the committee members give a recommendation to investors in how to vote their bonds.

All retail and commercial deposits (with the exception of certain related party deposits) and the bank's other operating liabilities, including advisors' fees will be excluded from the restructuring.  Deposits will continue to operate in the normal way and will not be subject to any discounting or adjustment as a result of the restructuring.

Individual depositors continue to be protected under the state system of mandatory guarantees of deposits.  In accordance with the relevant legislation of the Republic of Kazakhstan, the bank deposits of individuals in JSC Temirbank and other second tier banks are currently guaranteed up to the amount of KZT 5 million. 

The following is a summary of the key terms of the restructuring that will apply to Restructuring Creditors (as defined in paragraph 8 below):

1.         In respect of International Notes: Satisfaction in full of all obligations by the Bank and the Issuer in respect of (i) all of the outstanding 2011 Notes issued by the Issuer and guaranteed by the Bank and (ii) all of the outstanding 2014 Notes issued by the Issuer and guaranteed by the Bank, through a transfer to the respective holders of such International Notes as follows:

·      In respect of the 2011 Notes -

an amount in cash equal to 19.701 per cent. of the Principal Amount of the 2011 Notes held by such holder, as calculated by the Bank;

a pro rata share (held directly or through a Creditor Shareholder SPV) of the Common Shares allocated for issue or transfer to all International Noteholders under the Restructuring, that allocation being in aggregate 20 per cent. of the total registered and placed (i.e. issued) Common Shares as at the Restructuring Date (on a fully diluted basis and after accounting for the issuance and/or transfer to SK of Common Shares as contemplated by the Restructuring).  An International Noteholder's share of that allocation will be the same proportion of the total allocation to all International Noteholders as the aggregate Principal Amount of the International Notes held by that International Noteholder bears to the aggregate Principal Amount of all of the International Notes; and

a pro rata share of the New International Notes.  An International Noteholder's share of the New International Notes will be the same proportion of the total issue of New International Notes as the Principal Amount on the International Notes held by that International Noteholder bears to the aggregate Principal Amount of all of the International Notes;

·      In respect of the 2014 Notes -

an amount in cash equal to 20.02642 per cent. of the Principal Amount on the 2014 Notes held by such holder, as calculated by the Bank;

a pro rata share (held directly or through a Creditor Shareholder SPV) of the Common Shares allocated for issue or transfer to all International Noteholders under the Restructuring, that allocation being in aggregate 20 per cent. of the total registered and placed (i.e. issued) Common Shares as at the Restructuring Date (on a fully diluted basis and after accounting for the issuance and/or transfer to SK of Common Shares as contemplated by the Restructuring).  An International Noteholder's share of that allocation will be the same proportion of the total allocation to all International Noteholders as the aggregate Principal Amount of the International Notes held by that International Noteholder bears to the aggregate Principal Amount of all of the International Notes; and

a pro rata share of the New International Notes.  An International Noteholder's share of the New International Notes will be the same proportion of the total issue of New International Notes as the Principal Amount on the International Notes held by that International Noteholder bears to the aggregate Principal Amount of all of the International Notes.

2.         In respect of Domestic Notes:

·      In respect of 75% of the principal amount of each of the Secured Domestic Notes: the terms of each of the Secured Domestic Notes will be amended so that (i) the coupon shall be 8%  per annum fixed and not linked to any index (payable with effect from the Record Date), (ii) if not already the case, the principal amount payable shall be fixed in KZT on the Record Date (in case it was previously referenced to an index or any currency (other than KZT)) and calculated by reference only to KZT going forward, (iii) the term shall be extended by ten years and (iv) they shall become unsecured and subordinated thereby comprising Unsecured B Domestic Notes (as described further in Schedule 1 (The Restructuring Plan) to this Information Memorandum;

·      In respect of (and in exchange for) 25% of the principal amount of each of the Secured Domestic Notes: New Secured Domestic Notes which shall be KZT denominated with an index-linked coupon of 1 per cent. over CPI (subject to a minimum resulting coupon of 8 per cent. per annum and a maximum of 12 per cent. per annum) (payable with effect from the Record Date) (as described further in Schedule 1 (The Restructuring Plan) to this Information Memorandum);

·      In respect of the Unsecured Domestic Notes: the terms of each of the Unsecured Domestic Notes will be amended so that (i) the coupon shall be 8% per annum fixed (not index-linked) (payable with effect from the Record Date), (ii) if not already the case, the principal amount payable shall be in KZT and calculated by reference only to KZT (for the avoidance of doubt the amounts of the Unsecured Domestic Notes, which are indexed to USD/KZT FX rate, will be fixed using the ratios of FX exchange rate as published by the NBK on the Record Date and the respective FX exchange rates at the issuance dates of each such Note), (iii) the term shall be extended by ten years, and (iv) they shall be subordinated to qualify as Tier II and III capital based on the requirements of FMSA thereby comprising Unsecured A Domestic Notes (as described further in Schedule 1 (The Restructuring Plan) to this Information Memorandum);

3.         In respect of the BTA Deposits, the terms shall be amended so that (i) any amount due in a currency other than KZT shall be converted into KZT at the Conversion Rate on the Record Date, (ii) the coupon shall be reduced to 8% (payable with effect from the Record Date) and (iii) the term shall be extended by 10 years;

4.         In respect of the SK Deposits, the term shall be extended by 6 months; and

5.         In relation to the Compromised Trade Finance, the relevant Outstanding Amount shall be exchanged for a bilateral loan which shall be payable in a single bullet after 10 years with interest payable thereon of 2% per annum, paid semi-annually in arrears with effect from the Restructuring Date.  Interest (other than any default interest) accrued but not paid on the Compromised Trade Finance up to the Restructuring Date shall be included in the relevant Claim and added to the principal amount to be outstanding under the new loan agreement.

6.         In respect of Interest:

·      International Notes: all such interest shall be included in the relevant Claim and shall respectively be deemed satisfied in full or written off in full;

·      Domestic Notes: all such interest falling due or accrued up to and including the Record Date shall be repaid in a single instalment payable on the first interest payment date under the relevant Amended Domestic Note falling due after the Restructuring Date (not itself bearing interest) after the Restructuring Date as described further in Schedule 1 (The Restructuring Plan) to this Information Memorandum (with interest after the Record Date accruing in accordance with the relevant Amended Domestic Note); 

·      SK Deposits: interest will continue to be paid and will not be included in the Restructuring;

·      BTA Deposits: all such interest (with interest after the Record Date accruing in accordance with the amended terms of the BTA Deposit Agreement) shall be included in the relevant Claim and added to the principal amount of the BTA Deposits (as relevant); and

·      Compromised Trade Finance: all such interest shall be included in the relevant Claim and shall be added to the principal amount due.

·      Default interest which would otherwise accrue in relation to the International Notes, the Domestic Notes, the Compromised Trade Finance or the BTA Deposit shall respectively be deemed satisfied in full or written off in full. 

On successful completion of the restructuring, JSC National Welfare Fund "Samruk-Kazyna" will provide equity funding to JSC Temirbank and become the majority shareholder of JSC Temirbank. Final settlement is expected to be in the third quarter of 2010 after the final approval of the FMSA and the Court.

JSC Temirbank is today giving notice of meetings of holders of the 2011 Notes and the 2014 Notes, on Tuesday 16 March 2010 and a meeting of the Restructuring Creditors on Wednesday 17 March 2010 (or 31 March 2010 if the International Noteholders Meetings are adjourned) to approve the restructuring. 

The meetings are timed to be held before expiry of the FMSA's deadline of 31 March 2010 for approval of the Restructuring Plan by creditors.  JSC Temirbank strongly encourages holders to express their view through voting as early as possible. 

This press release provides only a broad summary of the terms of the restructuring and the Restructuring Creditors are referred to the Information Memorandum for the definitive terms of the restructuring.  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 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.

 

1    Whilst not allocated as between principal and interest for simplicity, the percentages applied reflect the
      difference in interest rates between the 2011 Notes and the 2014 Notes.
 
2    See previous footnote.

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