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Tuesday 15 December, 2009

Temirbank JSC

Notice to 2011 Noteholders

RNS Number : 1756E
Temirbank JSC
15 December 2009
 



THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT ADVISERS IMMEDIATELY

TEMIR CAPITAL B.V.
(a private company with limited liability incorporated under the laws of The Netherlands)
(the "
Issuer")

NOTICE

to the holders of the

US$300,000,000 9.0Sr. Notes due 2011 of the Issuer presently outstanding (the "2011 Notes")

unconditionally and irrevocably guaranteed by 

JSC TEMIRBANK 
(
a joint stock company organised in the Republic of Kazakhstan)
(
the "Bank")

and listed on the official list of the UK Listing Authority

Common Code: 0276177861
ISIN: XS0276177861


The Bank hereby gives notice that, in connection with the proposed meeting on Tuesday, 22 December 2009 of the holders of the 2011 Notes (together with the 2014 notes (as defined in the Information Memorandum referred to below), the "International Notes"), the Bank is exercising its right to expand the eligibility for the Early Submission Payment in respect of the meeting, as set forth in this announcement. Such right to expand the eligibility for the Early Submission Payment was reserved in the Information Memorandum, dated 30 November 2009 (the "Information Memorandum"), relating to such meeting.


As originally noted in the Information Memorandum, holders and beneficial owners of International Notes who wished to be eligible to receive the Early Submission Payment were required, in addition to duly submitting (or arranging to have submitted on their behalf) either Electronic Voting Instructions or DTC Instructions (collectively, "voting instructions"), as the case may be, on or before the Early Submission Deadline, among other things, to also either (i) in the case of International Notes held through Euroclear or Clearstream, Luxembourg, take appropriate steps to ensure that the International Notes held through Euroclear and Clearstream, Luxembourg which were the subject of Electronic Voting Instructions were blocked until the earlier of (a) the conclusion of the relevant International Noteholders' Meeting (or, if later, the adjourned relevant International Noteholders' Meeting) or (b) the failure to obtain the necessary quorum at any such adjourned International Noteholders' Meeting; or (ii) in the case of International Notes held through DTC, be deemed to have represented and agreed, in respect of International Notes for which it has submitted (or arranged to have submitted on its behalf) DTC Instructions (or other voting instructions), to not transfer its interest in such International Notes until the earlier of: (athe conclusion of the relevant International Noteholders' Meeting (or, if later, the adjourned relevant International Noteholders' Meeting) and (bthe failure to obtain the necessary quorum at any such adjourned International Noteholders' Meeting.


The Bank has elected to remove the requirement that the holders of International Notes submit voting instructions or any other form of instruction in respect of such International Notes in order to be eligible for the Early Submission Payment.  As a result, holders of the 2011 Notes who are holders of record at the date of the International Noteholders' Meeting for the 2011 Notes (being Tuesday 22 December 2009 or, if later, the date of the adjourned such Meeting, if any) will be entitled to receive the Early Submission Payment in respect of such 2011 Notes, regardless of whether they have voted, subject in all cases to the Bank's Restructuring Date (as defined in the Information Memorandum) occurring.


Neither the Trustee nor any of its advisers express any view or make any recommendations as to the merits of the proposals contained in this Notice. The Trustee has not been involved in formulating or negotiating the proposals referred to in this Notice relating to the 2011 Notes and makes no representation that all relevant information has been disclosed to the Noteholders in or pursuant to the Information Memorandum and this Notice. Neither the Trustee nor its advisers have verified any of the statements made in the Information Memorandum or in this Notice. Noteholders should take their own legal and financial advice.


As used herein, references to "DTC" means the Depository Trust Company; "Euroclear" means Euroclear Bank S.A./N.V.; and "Clearstream, Luxembourg" means Clearstream Banking, société anonyme, Luxembourg.


Terms used but not defined herein shall have the meanings given to them in the Information Memorandum.


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.

  TABULATION AGENT


The Bank of New York Mellon London Branch
One Canada Square

London E14 5AL
United Kingdom

PRINCIPAL PAYING AGENT

The Bank of New York, London Branch
One Canada Square

London E14 5AL

United Kingdom

REGISTRAR

The Bank of New York
Avenue des Arts 35

Kunstlaan

B-1040 Brussels

Belgium

This Notice is given by:

JSC TEMIRBANK
68/74 Abai Avenue

Almaty 050008

Republic of Kazakhstan

The date of this Notice is 15 December 2009


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

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