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Tuesday 15 December, 2009

Temirbank JSC

Notice to 2014 Noteholders

RNS Number : 1760E
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$500,000,000 9.5% Sr. Notes due 2014 of the Issuer presently outstanding (the "2014 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 (Regulation S Notes): 030171667
ISIN (Regulation S Notes): US87973XAA54

CUSIP (Regulation S Notes): 87973XAA5

Common Code (Rule 144A Notes): 030171683
ISIN (Rule 144A Notes): US87973TAA43

CUSIP (Rule 144A Notes): 87973TAA4


The Bank hereby gives notice that, in connection with the proposed meeting on Tuesday, 22 December 2009 of the holders of the 2014 Notes (together with the 2011 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, 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 2014 Notes who are holders of record at the date of the International Noteholders' Meeting (being Tuesday 22 December 2009 or, if later, the date of the adjourned International Noteholders' Meeting, if any) will be entitled to receive the Early Submission Payment in respect of such 2014 Notes, regardless of whether they have voted, subject in all cases to the Bank's Restructuring Date (as defined in the Information Memorandum) occurring.


DTC Direct Participants who are holders of record of the 2014 Notes on the date of the International Noteholders' Meeting for the 2014 Notes (or, if later, the adjourned such Meeting) and therefore eligible for the Early Submission Payment (subject to the Restructuring Date occurring) must complete an Early Submission Payment Details Form in the form attached to this Notice and return it to the Principal Paying Agent at the address specified therein on or following the date of the International Noteholders' Meeting for the 2014 Notes (or, if later, the date of the adjourned such Meeting) and before the deadline described below, in order to receive the Early Submission Payment (subject to the Restructuring Date occurring)provided, that DTC Direct Participants who have already submitted forms of sub-proxy in respect of the International Noteholders' Meeting for the 2014 Notes containing payment details need not take further action.  The Early Submission Payment will not be paid to any DTC Direct Participant who holds a position in the 2014 Notes on the date of the International Noteholders' Meeting for the 2014 Notes (or, if later, the date of the adjourned such Meeting) that has not duly completed either form of sub-proxy or an Early Submission Payment Details Form and returned such form to the Principal Paying Agent in the manner described therein.  As set forth in the Early Submission Payment Details Form, in order to be considered duly filed, it must be filed on or before 5.00 p.m. (London time) on the thirtieth day following the date of the International Noteholders' Meeting for the 2014 Notes (or, if later, the date of the adjourned such Meeting) provided, that if such thirtieth day is not a Business Day, it must be filed on or before 5.00 p.m., (London time) on the Business Day immediately following such thirtieth day.


In no event will any DTC Direct Participant receive an Early Submission Payment in respect of an aggregate amount of 2014 Notes which exceeds such DTC Direct Participant's holding on the date of the International Noteholders' Meeting for the 2014 Notes (or, if later, the date of any adjourned such Meeting), and if a DTC Direct Participant submits an Early Submission Payment Details Form and/or has submitted a form of sub-proxy containing payment instructions in which (either singularly or together) it indicates that it held an aggregate amount of 2014 Notes which is in excess of such DTC Direct Participant's holding on the date of the Noteholders' Meeting for the 2014 Notes (or if later, the date of any adjourned such Meeting), such DTC Direct Participant will not be eligible for the Early Submission Payment.


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 2014 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 "ClearstreamLuxembourg" 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.


TEMIRBANK JSC

Early Submission Payment Details Form

For use in connection with the Early Submission Payment relating to the meeting
of the Noteholders of the outstanding

U.S.$
 500,000,000 9.5Sr. Notes due 2014 (CUSIP for Regulation S Notes:  87973XAA5CUSIP for Rule 144A Notes: 87973TAA4) (the "Notes");
convened for 9:30 a.m. (London time)
on 
Tuesday, 22 December 2009
at the offices of Denton Wilde Sapte LLP, 1 Fleet Place, London EC4M 7WS, United Kingdom
(the "Meeting") 

(To be completed by a DTC Direct Participant who has not already completed a form of sub-proxy containing such payment details in respect of the Meeting)

This Early Submission Payment Details Form should be completed and signed by a DTC Direct Participant and the original lodged with the Principal Paying Agent at The Bank of New York Mellon101 Barclay Street, New York NY 10286 United States of America (attention: David Mauer),+1 (212) 815-3687 before the deadline specified at the end of this paragraph.  If such DTC Direct Participant holds a position in the Notes on the date of the Meeting (or, if later, the date of the adjourned such Meeting), wishes to claim the Early Submission Payment (subject to the Restructuring Date occurring) and has not already duly submitted a form of sub-proxy containing such payment details in respect of the Meeting, such DTC Direct Participant must complete an Early Submission Payment Details Form and return it to the Principal Paying Agent on or following the date of the Meeting (or, if later, the date of the adjourned such Meeting) and before the deadline specified at the end of this paragraph. The Early Submission Payment will not be paid to any DTC Direct Participant who holds a position in the 2014 Notes on the date of the Meeting (or, if later, the date of the adjourned such Meeting) that has not duly completed either form of sub-proxy or this Early Submission Payment Details Form and returned such form to the Principal Paying Agent in the manner described herein.  In order to be considered duly filed, this Early Submission Payment Details Form must be filed on or before 5.00 p.m. (London time) on the thirtieth day following the date of the Meeting (or, if later, the date of the adjourned such Meeting, providedthat if such thirtieth day is not a Business Day, it must be filed on or before 5.00 p.m. (London time) on the Business Day immediately following such thirtieth day.

We hereby certify that:

1.    Notes of aggregate principal amount specified below were held by the DTC Direct Participant on 22 December 2009 being the date of the Meeting (or, if later, the date of the adjourned such Meeting).

2.    Total principal amount of Notes held by the DTC Direct Participant on 22 December 2009 (of, if later, the date of the adjourned such Meeting) is:

Total principal amount of Notes: U.S.$ [ ]

CUSIP of such Notes: [ ] [SELECT APPROPRIATE CUSIP FROM ABOVE]

We hereby include our account details for the payment of an Early Submission Payment in respect of the aggregate principal amount of Notes referred to in paragraph 2 above.

Account Name:

Account Number:

Swift Code of Correspondent Bank:

Name of Correspondent Bank:

ABA:

Contact details of relevant DTC Participant for Queries:


Capital terms used but not defined in this Early Submission Payment Details Form shall have the meanings given to them in the Notice of Meeting in respect of the Notes dated 27 November 2009.


……………………………………………….

Signed by a duly authorised officer on behalf of the DTC Direct Participant

Name of DTC Direct Participant:     ……………………………………………… 

DTC participant account number:    ………………………………………………

Date:                ……………………………………………….

3.    We include with this Early Submission Payment Details Form a duly authorized Form W-9.

MEDALLION SIGNATURE GUARANTEE

Authorised Signature of Guarantor:

Name:

(please print)

Name of Firm

Address:



Telephone Number with Area Code

Date:


Place Seal Here


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 YorkLondon 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
 
 
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