DJ JSC Halyk Bank: Information note on decision on voluntary reorganization adopted on joint general shareholders' meeting
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JSC Halyk Bank (HSBK)
JSC Halyk Bank: Information note on decision on voluntary reorganization
adopted on joint general shareholders' meeting
24-Apr-2018 / 15:47 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
JOINT STOCK COMPANY
"HALYK SAVINGS BANK OF KAZAKHSTAN"
(40, Al-Farabi Ave., Medeu district, ?26?3?5, Almaty, Republic of
Kazakhstan)
JOINT STOCK COMPANY
«KAZKOMMERTSBANK"
(135zh, Gagarin Ave., Bostandyk District, A15E4D4, Almaty, Republic of
Kazakhstan)
INFORMATION NOTE
JSC Halyk Bank advises on resolutions adopted on the issues of the voluntary
reorganization of JSC Halyk Bank and JSC Kazkommertsbank (a subsidiary of
JSC Halyk Bank) through JSC Kazkommertsbank's merger into JSC Halyk Bank.
1. Date of resolution on voluntary reorganization of JSC Halyk Bank and name
of the body adopting the resolution:
1) date of resolution: 20 April 2018;
2) name of the body adopting the resolution: Joint General Shareholders'
Meeting of JSC Halyk Bank and JSC Kazkommertsbank.
2. Date of resolution on voluntary reorganization of JSC Kazkommertsbank and
name of the body adopting the resolution, as well as location and name of
the reorganized legal entity:
1) date of resolution: 20 April 2018;
2) name of the body adopting the resolution: Joint General Shareholders'
Meeting of JSC Halyk Bank and JSC Kazkommertsbank;
3) location of the reorganized legal entity: 135zh, Gagarin Ave., Bostandyk
District, A15E4D4, Almaty, Republic of Kazakhstan;
4) name of the reorganized legal entity: JSC Kazkommertsbank.
3. Form and terms of reorganization of JSC Halyk Bank and JSC
Kazkommertsbank:
The Joint General Shareholders' Meeting of JSC Halyk Bank and JSC
Kazkommertsbank adopted the following resolution:
to carry out the voluntary reorganization of JSC Halyk Bank (with JSC Halyk
Bank's registered office at: 40, Al-Farabi Ave., Medeu District, ?26?3?5,
Almaty, Republic of Kazakhstan) and JSC Kazkommertsbank (with JSC
Kazkommertsbank's registered office at: 135zh, Gagarin Ave., Bostandyk
District, ?15?4D4, Almaty, Republic of Kazakhstan) through JSC
Kazkommertsbank's merger into JSC Halyk Bank in the manner and on terms
determined by the legislation of the Republic of Kazakhstan and the
resolution of the Joint General Shareholders' Meeting of JSC Halyk Bank and
JSC Kazkommertsbank held on 20 April 2018;
to determine that the assets (rights and obligations) of JSC Kazkommertsbank
will be assumed by JSC Halyk Bank under the voluntary reorganization of JSC
Halyk Bank and JSC Kazkommertsbank through JSC Kazkommertsbank's merger into
JSC Halyk Bank from the date of signing of the transfer certificate by JSC
Halyk Bank and JSC Kazkommertsbank, taking into account the requirements of
the legislation of the Republic of Kazakhstan;
4. Other terms of reorganization of JSC Halyk Bank and JSC Kazkommertsbank:
The Joint General Shareholders' Meeting of JSC Halyk Bank and JSC
Kazkommertsbank adopted the following resolutions:
1) to approve the ratio of exchange of common shares of JSC Kazkommertsbank
for common shares of JSC Halyk Bank (hereinafter referred to as the "Common
Share Exchange Ratio" or the "Common Share Exchange Ratio (Co)"), calculated
under the following formula:
Common Share Exchange Ratio =
Number of common shares of JSC Halyk Bank,
which will be placed (sold) in favor of shareholders of JSC Kazkommertsbank
(save JSC Halyk Bank)
=
___________________________________________________________________________
Number of common shares of JSC Kazkommertsbank
held by shareholders of JSC Kazkommertsbank
(other than JSC Halyk Bank)
where:
Number of common shares of JSC Halyk Bank,
which will be placed (sold) in favor of shareholders of JSC Kazkommertsbank
(other than JSC Halyk Bank) =
Fair value of JSC Kazkommertsbank
(minority interest in JSC Kazkommertsbank)
=
___________________________________________________________________________
Fair value of one share of JSC Halyk Bank
Fair value of JSC Kazkommertsbank (minority interest in JSC Kazkommertsbank)
=
= Equity of JSC Kazkommertsbank x Minority interest in JSC Kazkommertsbank x
x P/B of JSC Kazkommertsbank
Minority interest in JSC Kazkommertsbank =
Number of common shares of JSC Kazkommertsbank
held by JSC Halyk Bank
= 100% - ______________________________________________________________
Number of outstanding common shares (minus treasury shares)
of JSC Kazkommertsbank
Fair value of one share of JSC Halyk Bank =
Fair value of JSC Halyk Bank
= __________________________________________________________________
Number of outstanding common shares (minus treasury shares)
of JSC Halyk Bank
Fair value of JSC Halyk Bank = Equity of JSC Halyk Bank x P/B of JSC Halyk
Bank
The fair value of JSC Halyk Bank and the fair value of one share of JSC
Halyk Bank reflects the fair value of JSC Halyk Bank, taking into account
the shares of JSC Kazkommertsbank (hereinafter referred to as the "Share
Ownership") held by JSC Halyk Bank;
The Common Share Exchange Ratio (Co) means the number of common shares of
JSC Halyk Bank, which will be received by shareholders of JSC
Kazkommertsbank in exchange for one common share of JSC Kazkommertsbank;
P/B JSC Kazkommertsbank means the ratio of fair value of JSC Kazkommertsbank
and corresponds to the value 1,2;
P/B JSC Halyk Bank means the ratio of fair value of JSC Halyk Bank (taking
into account Share Ownership of JSC Halyk Bank in JSC Kazkommertsbank) and
corresponds to the value 1,5;
Equity of JSC Kazkommertsbank - the equity as specified in Form 700N "Report
on balances on the balance accounts of second-tier banks and mortgage
companies of JSC Kazkommertsbank" for the last working day of the month
preceding the date of signing the transfer certificate;
Equity of JSC Halyk Bank - the equity as specified in Form 700N "Report on
balances on the balance accounts of second-tier banks and mortgage companies
of JSC Halyk Bank" for the last working day of the month preceding the date
of signing the transfer certificate.
The results obtained under the formula for calculating the Common Share
Exchange Ratio, shall be rounded to the sixth decimal place, as per
mathematical rounding rules.
To agree that:
The Common Share Exchange Ratio (Co) will be calculated as of the date of
the Joint General Shareholders' Meeting of JSC Halyk Bank and JSC
Kazkommertsbank, which will be convened for adoption of the resolution on
approval of the transfer certificate;
The Common Share Exchange Ratio (Co) calculation formula can be changed by
the resolution of the Joint General Shareholders' Meeting of JSC Halyk Bank
and JSC Kazkommertsbank, which will be convened for adoption of the
resolution on approval of the transfer certificate.
The number of common shares of JSC Halyk Bank received by i-shareholder of
JSC Kazkommertsbank in exchange for common shares of JSC Kazkommertsbank
(hereinafter referred to as the "Number of common shares of JSC Halyk Bank
received by a shareholder of JSC Kazkommertsbank (Ki)), is calculated under
the following formula:
?i = ?i * Common Share Exchange Ratio (??), where:
?i - the number of common shares of JSC Kazkommertsbank held by
i-shareholder of JSC Kazkommertsbank as of the exchange date of common
shares of JSC Kazkommertsbank for common shares of JSC Halyk Bank.
The results obtained under the formula for calculating the Common Share
Exchange Ratio of JSC Halyk Bank received by shareholder of JSC
Kazkommertsbank (Ki), shall be rounded to the nearest integer, as per
mathematical rounding rules;
provided that JSC Kazkommertsbank and JSC Halyk Bank obtain the permission
of the National Bank of Kazakhstan for the voluntary reorganization of JSC
Kazkommertsbank and JSC Halyk Bank through JSC Kazkommertsbank's merger into
JSC Halyk Bank, to approve the following procedure and time of acquisition
of common shares of JSC Kazkommertsbank:
common shares of JSC Kazkommertsbank shall be debited from the personal
accounts of registered persons and credited to the personal account of JSC
Halyk Bank;
common shares of JSC Halyk Bank shall be debited from the issuer's personal
account of authorized securities and (or) the issuer's personal account of
repurchased securities and credited to the personal accounts of the
registered persons, previously registered as holders of common shares of JSC
Kazkommertsbank, in the number determined on the basis of the Common Share
Exchange Ratio (Co).
Common shares of JSC Halyk Bank attributable to JSC Halyk Bank in the number
determined on the basis of Common Share Exchange Ratio (Co) are not credited
to the personal account of repurchased common shares of JSC Halyk Bank and
remain on the account of authorized common shares of JSC Halyk Bank.
JSC Halyk Bank within three working days from the date of signing the
transfer certificate will send to JSC Integrated Securities Registrar an
appropriate order to perform the appropriate actions in the security holder
registering system in accordance with the requirements of the legislation of
the Republic of Kazakhstan;
2) to approve the Agreement on Merger of Joint Stock Company Kazkommertsbank
into Joint Stock Company Halyk Savings Bank of Kazakhstan, as proposed for
consideration at this Joint General Shareholders' Meeting of JSC Halyk Bank
and JSC Kazkommertsbank.
ISIN: US46627J3023
Category Code: MSCM
TIDM: HSBK
Sequence No.: 5447
End of Announcement EQS News Service
678415 24-Apr-2018
(END) Dow Jones Newswires
April 24, 2018 09:47 ET (13:47 GMT)
