JSC Halyk Bank: Pricing announcement

JSC Halyk Bank (HSBK) 
JSC Halyk Bank: Pricing announcement 
 
04-Oct-2019 / 07:58 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. * 
 
04 October 2019 
 
Further to the announcement made on 27 September 2019, JSC Holding Group 
"ALMEX" ("ALMEX" or the "Selling Shareholder") today announced that it has 
successfully completed the fully marketed offering of 29.32 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"). The number of GDRs sold in the GDR Offering represents 
10% of the Bank's outstanding shares. The GDR Offering targeted a wide range 
of qualified institutional investors outside of Kazakhstan and domestic 
investors in Kazakhstan, through an offering on the Astana International 
Exchange (the "AIX") pursuant to the rules and regulations of the AIX (the 
"AIX Offering"). 
 
ALMEX' gross proceeds from the GDR Offering amount to USD 344,470,085.25 
(including USD 66,770,585.25 from the AIX Offering), which equals to 29.32 
million GDRs sold at the offer price of USD 11.75 per GDR. Of 29.32 million 
GDRs, 23.63 million GDRs were purchased by institutional investors outside 
of Kazakhstan and 5.68 million GDRs were purchased by domestic and 
international investors in Kazakhstan through the AIX Offering. 
 
Closing and admission to trading of the GDRs offered in the GDR Offering on 
the London Stock Exchange are expected to start on 8 October 2019. Trading 
in the GDRs and the Shares on the AIX is expected to start on 9 October 
2019. Following completion of the GDR Offering, ALMEX will hold 
7,583,538,228 shares in the Bank, representing approximately 64.7 per cent 
of the Bank's outstanding shares. 
 
Existing GDRs of the Bank are listed on the London Stock Exchange and the 
AIX. The Shares are listed on the Kazakhstan Stock Exchange and the AIX. 
Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and JSC Halyk 
Finance acted as Joint Global Coordinators and together with Renaissance 
Capital as Joint Bookrunners for the GDR Offering. 
 
In connection with the GDR Offering, ALMEX has committed to a lock-up period 
of 365 days in respect of its remaining shareholding in the Bank, subject to 
customary exceptions and waivers by Deutsche Bank AG, London Branch and J.P. 
Morgan Securities plc. 
*For further information, please contact:* 
 
*Halyk Bank*        [phone] 
Viktor Skryl        [e-mail] 
Mira Kasenova       [phone] 
                    [e-mail] 
Margulan Tanirtayev [phone] 
                    [e-mail] 
*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 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.:  22398 
EQS News ID:   885419 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

October 04, 2019 01:58 ET (05:58 GMT)