JSC Halyk Bank (HSBK)
JSC Halyk Bank: ALMEX announces the launch of the fully marketed offering
and the bookbuilding process
27-Sep-2019 / 09:34 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, in
WHOLE or in PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. *
27 September 2019
JSC "Holding Group "ALMEX" ("ALMEX" or the "Selling Shareholder") today
announced the launch of the fully marketed offering and the bookbuilding
process to institutional investors of at least 14.66 million global
depositary receipts (the "GDRs") (the "GDR Offering"), each representing an
interest in 40 common shares (the "Shares") of JSC "Halyk Bank" ("Halyk
Bank" or the "Bank") and this number of GDRs represents at least 5% of the
Bank's outstanding shares. The offer size may be increased as a result of
the bookbuilding process.
The GDRs are admitted to the standard listing segment of the official list
of the UK Financial Conduct Authority (the "Official List") and to trading
on London Stock Exchange plc's main market for listed securities. The Shares
are listed and admitted to trading in the premium category of the official
list of Kazakhstan Stock Exchange.
The GDRs will be offered outside of Kazakhstan to wide range of qualified
institutional investors through International Offering.
Concurrently, the Selling Shareholder is also offering GDRs through the
Astana International Exchange (the "AIX"). Applications have been made to
the AIX to: (i) admit the GDRs and the Shares to the official list of the
AIX; and (ii) admit the GDRs and the Shares to trading on the AIX.
The bookbuilding period will commence on 30 September 2019 and the offering
is expected to close on 03 October, 2019. A preliminary offering memorandum
(the "Offering Memorandum") dated 27 September 2019 has been published in
relation to the GDR Offering. The Offering Memorandum is available in
electronic form on the Bank's website
https://halykbank.kz/en/investors/offering-memorandum.
The Selling Shareholder currently holds 8,756,202,348 Shares, representing
74.7 per cent (on the consolidated basis) of the Bank's outstanding shares.
Following the GDR Offering, ALMEX would remain the controlling shareholder
of Halyk Bank (not less than 51% of the shareholding). The remaining 25.3%
are currently in a free float, out of which ca 16.2% represent GDRs
following IPO of Halyk Bank in 20_061_.
The transaction is aimed and expected to significantly improve the liquidity
profile of the Bank's GDRs.
The GDR offering price and the final number of GDRs sold in the GDR Offering
is subject to the agreement between the Joint Global Co-ordinators and the
Selling Shareholder at the close of the bookbuilding process, and the
results of the GDR Offering will be announced after completion of the
bookbuilding process and closing of the transaction.
Deutsche Bank AG, London branch, J.P. Morgan Securities plc and JSC Halyk
Finance have been appointed as Joint Global Coordinators and Joint
Bookrunners for the GDR Offering. Renaissance Capital has been appointed as
Joint Bookrunner.
4
1JSC Unified Accumulative Pension Fund holds ca 6.1% of the oyutstanding
shares of the Bank
*For further information, please contact:*
*Halyk Bank* +7 727 259 04 27
Viktor Skryl ViktorSk@halykbank.kz
Mira Kasenova +7 727 259 04 30
MiraK@halykbank.kz
Margulan Tanirtayev +7 727 259 04 53
MargulanT@halykbank.kz
*IMPORTANT NOTICE*
_The Bank has prepared the Offering Memorandum for the GDR Offering to which
this announcement relates. Before you invest, you should read the Offering
Memorandum for more complete information about the Bank and the GDR
Offering. This announcement should be read together with the Offering
Memorandum._
This announcement is not an offer of securities for sale into the United
States or in any jurisdiction in which such an offer or solicitation is
unlawful. The securities referenced herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), or under any relevant securities laws of any state or other
jurisdiction of the United States and may not be offered or sold, directly
or indirectly, in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act and in
compliance with state securities laws. The _Bank __does not intend to
register any portion of the GDR Offering in the United States or to conduct
a public offering of its securities in the United States. Prospective
purchasers are hereby notified that sellers of the Shares or the GDRs may be
relying on the exemption from the registration provisions of Section 5 of
the Securities Act provided by Rule 144A under the Securities Act._
Any offer of securities to the public that may be deemed to be made pursuant
to this announcement in a member state of the EEA (each, a "Member State")
that has implemented Regulation (EU) 2017/1129, the "Prospectus
Regulation"), is only addressed to qualified investors in that Member State
within the meaning of the Prospectus Regulation and such other persons as
this announcement may be addressed on legal grounds, and no person that is
not a relevant person or qualified investor may act or rely on this
announcement or any of its contents.
This announcement is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating
to investments falling within Article 19(2) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to
time (the "Order") or (iii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within Article 49(2) of the
Order or (iv) persons to whom this announcement may otherwise be lawfully
communicated (all such persons together being referred to as "relevant
persons"). Any investment activity to which this announcement relates will
only be available to and will only be engaged with, relevant persons. Any
person who is not a relevant person should not act or rely on this document
or any of its contents.
_This announcement is an advertisement for the purposes of the Prospectus
Regulation and underlying legislation. It is not a prospectus. When
published, the Offering Memorandum relating to the GDRs will be available at
https://halykbank.kz/en/investors/offering-memorandum._
_This announcement and any subsequent offer of securities may be restricted
by law in certain jurisdictions and persons receiving this announcement or
any subsequent offer should inform themselves about and observe any such
restriction. Failure to comply with such restrictions may violate securities
laws of any such jurisdiction. No action has been taken by the __Bank __to
permit possession or distribution of this announcement in any jurisdiction
where action for that purpose may be required or doing so is restricted by
applicable laws. Persons into whose possession this announcement comes are
required by the __Bank _to inform themselves about and observe any such
restrictions. No public offers are being made in Australia, South Africa,
Canada, the United Arab Emirates (including the Dubai International
Financial Centre) and Qatar. The GDRs may be offered to certain qualified
investors pursuant to applicable exemptions under local laws and
regulations. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. In particular,
this announcement is not for distribution in or into the United States,
Australia, Canada or Japan.
Neither the issue of the GDRs nor the Offering Memorandum nor this
announcement has been, or is intended to be, registered with the National
Bank of the Republic of Kazakhstan. Information contained in this
announcement is not an offer, or an invitation to make offers, to sell,
purchase, exchange or otherwise transfer securities in Kazakhstan to or for
the benefit of any Kazakhstan person or entity, except for those persons or
entities that are capable to do so under the legislation of Kazakhstan and
any other laws applicable to such capacity of such persons or entities. This
announcement shall not be construed as an advertisement (i.e., information
intended for an unlimited group of persons which is distributed and placed
in any form and aimed to create or maintain interest in the Bank and its
merchandise, trademarks, works, services and/or its securities and promote
their sales) in, and for the purpose of the laws of, Kazakhstan, unless such
advertisement is in full compliance with Kazakhstan laws.
_None of Deutsche Bank AG, London Branch, J.P. Morgan Securities plc,
Renaissance Capital and Halyk Finance JSC in their capacity as Joint Global
Coordinators (collectively, the "Joint Global Coordinators"), the __ Bank__,
the Selling Shareholder or any of their respective affiliates, officers,
employees, advisors or agents, makes any representation or warranty, express
or implied, that any transaction has been or may be effected on the terms or
in the manner stated in this announcement, or as to the achievement or
reasonableness of future projections, management targets, estimates,
prospects or returns, if any._
J.P. Morgan Securities plc is authorised by the UK Prudential Regulation
Authority (the "PRA") and regulated by the UK Financial Conduct Authority
("FCA") and the PRA. Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank). Deutsche Bank AG, London
Branch is further authorised by the PRA and is subject to supervision by the
European Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority, and is subject to limited regulation by the FCA and the PRA.
_The Joint Global Coordinators and Joint Bookrunners and their affiliates
are acting exclusively for the __Bank__ and the Selling Shareholder and
no-one else in connection with the GDR Offering. They will not regard any
other person as their respective clients in relation to the GDR Offering and
will not be responsible to anyone other than the__ Bank__ and the Selling
Shareholder for providing the protections afforded to their respective
clients, nor for providing advice in relation to the GDR Offering, the
contents of this announcement or any transaction, arrangement or other
matter referred to herein._
_In connection with the GDR Offering, the Joint Global Coordinators and
Joint Bookrunners, and any of their respective affiliates, acting as
investors for their own accounts, may purchase GDRs and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own
accounts in such GDRs and other securities of the __Bank_ or related
investments in connection with the GDR Offering or otherwise. Accordingly,
references in the Offering Memorandum to the GDRs being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as
including any issue or offer to, or subscription, acquisition, placing or
dealing by, such Joint Global Coordinators and Joint Bookrunners and any of
their affiliates acting as investors for their own accounts. The Joint
Global Coordinators and Joint Bookrunners do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
_The__ Bank__ expressly disclaims, to the fullest extent permitted by
applicable law, any obligation or undertaking to update, review or revise
any forward looking statement contained in this announcement whether as a
result of new information, future developments or otherwise._
ISIN: US46627J3023
Category Code: MSCM
TIDM: HSBK
Sequence No.: 21593
EQS News ID: 881423
End of Announcement EQS News Service
(END) Dow Jones Newswires
September 27, 2019 03:34 ET (07:34 GMT)
