JUSAN INVEST JSC ANNOUNCES CLOSURE OF ORDER BOOK FOR PARTICIPATION IN OFFERING OF DOLLAR-DENOMINATED EUROBONDS OF DEVELOPMENT BANK OF KAZAKHSTAN JSC
16.10.24 19:57
/KASE, October 16, 2024/ – First Heartland Jusan Invest JSC (Astana, in the
title and hereinafter – Jusan Invest JSC), as a joint bookrunner, has provided
Kazakhstan Stock Exchange (KASE) with the following notice:
quote
THIS MESSAGE IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES OF
AMERICA (EXCEPT FOR QUALIFIED INSTITUTIONAL BUYERS (QIBs), WHO ARE ALSO
QUALIFIED PURCHASERS (QPs), (AS DEFINITED BELOW) OF CANADA, AUSTRALIA
OR JAPAN
THIS MESSAGE IS NOT INTENDED FOR DISTRIBUTION AMONG AN UNDEFINED CIRCLE
OF PERSONS, IS ADDRESSED ONLY TO MEMBERS OF KAZAKHSTAN STOCK EXCHANGE
JSC AND IS NOT AN ADVERTISEMENT OF SECURITIES
Hereby Jusan Invest JSC informs about the end of accepting applications from
members of JSC "Kazakhstan Stock Exchange" for participation in the initial
placement of dollar-denominated Eurobonds of JSC "Development Bank of
Kazakhstan" (Issuer) issued in accordance with the legislation of a foreign
state (hereinafter – Eurobonds).
All orders from investors are accepted through the "Subscription" trading system
on KASE. Ticker – BRKZe16.
Collection of orders from potential investors through the "Subscription" trading
system on KASE begins simultaneously with the start of offering of Eurobonds on
the territory of a foreign state, under the same conditions for determining the
offering price of Eurobonds as for their offering on the territory of a foreign
state.
Joint Bookrunners: Citi, Jusan Invest, J.P. Morgan, ICBC и Societe Generale
EUROBOND PARAMETERS:
-----------------------------------------------------------------------------------------------------------------
Issuer's name: Development Bank of Kazakhstan JSC
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Expected issue ratings: Baa1 (Moody's) / BBB (Fitch)
------------------------------- ---------------------------------------------------------------------------------
Issuer ratings: Baa1 (stable) from Moody's,
BBB (stable) from Fitch, and
BBB- (stable) from S&P
------------------------------- ---------------------------------------------------------------------------------
Brief description of Eurobonds: Senior Unsecured Debt
Eurobonds issued under English law and issued in
accordance with Rule 144A and Regulation S
------------------------------- ---------------------------------------------------------------------------------
Maturity: 5 years
------------------------------- ---------------------------------------------------------------------------------
Security: unsecured
------------------------------- ---------------------------------------------------------------------------------
Yield to maturity on bonds: determined based on the results of collecting investor orders.
The benchmark for indicative yield to maturity on Eurobonds is 5,300% per annum.
------------------------------- ---------------------------------------------------------------------------------
Expected issue face value: up to USD 500 mln
------------------------------- ---------------------------------------------------------------------------------
Issue currency: US dollar
------------------------------- ---------------------------------------------------------------------------------
Settlement currency: All settlements on Eurobonds (including settlements
during the initial offering, coupon and principal payments
are made in US dollars)
------------------------------- ---------------------------------------------------------------------------------
Denomination: 200,000 (two hundred thousand) US dollars
or a greater amount multiple of 1,000 (one thousand)
US dollars
------------------------------- ---------------------------------------------------------------------------------
Applicable law: English law
------------------------------- ---------------------------------------------------------------------------------
Listing: Kazakhstan Stock Exchange JSC and Vienna MTF
------------------------------- ---------------------------------------------------------------------------------
Clearing settlements: Euroclear / Clearstream / DTC
------------------------------- ---------------------------------------------------------------------------------
Purpose: General Corporate Purposes and to finance the
purchase of USD Notes pursuant to tender offer
-----------------------------------------------------------------------------------------------------------------
PROCEDURE FOR OFFERING BONDS FOR PURCHASE IN KAZAKHSTAN:
-----------------------------------------------------------------------------------------------------
Order collection day: 16 October, 2024
--------------------------------------- -------------------------------------------------------------
Order collection start time: 13:00 Almaty time
--------------------------------------- -------------------------------------------------------------
Order collection end time: 18:30 Almaty time
--------------------------------------- -------------------------------------------------------------
Expected date for determining the price 16 October, 2024 (London time)
and volume of executed investor orders:
--------------------------------------- -------------------------------------------------------------
Expected settlement date: 23 October, 2024
Settlements at the initial offering are carried
out in US dollars
--------------------------------------- -------------------------------------------------------------
Order price: 100 is indicated as the price in an order (for technical
purposes only); the desired yield to maturity, expressed
as a percentage per annum, is indicated in the "link" field.
In case of market orders, the price value is not indicated.
--------------------------------------- -------------------------------------------------------------
Order volume: Volumes of orders must be indicated in US dollars.
The minimum order volume is 200,000 (two hundred
thousand) US dollars or a greater amount multiple of
1,000 (one thousand) US dollars
-----------------------------------------------------------------------------------------------------
Conditions for Eurobond settlements:
By submitting a purchase order, the buyer (trading participant who submitted the
order) thereby confirms that he has a valid trading line for making settlements
with the counterparty:
- J.P. Morgan Securities Plc
- Citigroup Global Markets Limited
and assumes responsibility for making payments if his order is executed.
If the submitted purchase order is executed, responsibility for execution
(settlements) lies with the trading participant who submitted the purchase
order.
DBK has also announced an invitation to holders of outstanding USD 500mm
5.75% Notes due 2025 (XS2472852610/ US48129VAA44), of which USD
335.746 mm remain outstanding, to tender any and all of the notes for cash. The
early participation deadline is set for 28 October, 2024, pursuant to the offer
to purchase dated 15 October, 2024. Citi, ICBC, J.P. Morgan, Jusan Invest, and
Societe Generale are acting as Joint Dealer Managers.
For all questions, as well as for additional information, please contact
representatives of Jusan Invest JSC: +7 701 888 2999, +7 700 686 7225,
ib@jusaninvest.kz.
MANUFACTURER TARGET MARKET (MIFID II/UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY. EEA OR UK PRIIPS KEY INFORMATION
DOCUMENT (KID) HAS BEEN PREPARED AS NOT AVAILABLE TO RETAIL IN THE EEA OR
THE UK.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND THE NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS.
THE SECURITIES WILL ONLY BE OFFERED FOR SALE IN THE UNITED STATES TO "QUALIFIED
INSTITUTIONAL BUYERS" ("QIBs") AS DEFINED IN, AND IN RELIANCE UPON, RULE 144A
UNDER THE SECURITIES ACT, THAT ARE ALSO "QUALIFIED PURCHASERS" ("QPs") AS
DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS
AMENDED AND WILL ONLY BE OFFERED FOR SALE OUTSIDE THE UNITED STATES TO
PERSONS OTHER THAN U.S. PERSONS UNDER REGULATION S UNDER THE SECURITIES ACT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE NOTES REFERRED TO
HEREIN IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION, EXEMPTION FROM REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THE
OFFERING AND DISTRIBUTION OF THIS ANNOUNCEMENT AND OTHER INFORMATION
REFERRED TO HEREIN MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT OR SUCH OTHER INFORMATION COMES SHOULD
FAMILIARIZE THEMSELVES WITH THE RELEVANT RESTRICTIONS AND SHOULD COMPLY
WITH SUCH RESTRICTIONS. FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (A) ARE OUTSIDE THE UNITED
KINGDOM OR (B) PERSONS INSIDE THE UNITED KINGDOM WHO ARE (I) PERSONS WITH
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) HIGH NET WORTH
ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED,
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) PERSONS TO
WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN
THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000)
MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL
SUCH PERSONS IN (I), (II) AND (III) ABOVE BEING "RELEVANT PERSONS"). THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, THIS ANNOUNCEMENT IS
DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS", WITHIN THE
MEANING OF PROSPECTUS REGULATION (REGULATION (EU) 2017/1129). THIS
ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES
OF REGULATION.
SINGAPORE SFA PRODUCT CLASSIFICATION: THE ISSUER HAS DETERMINED, AND
HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN SECTION 309A(1)
OF THE SFA), THAT THE NOTES ARE ‘PRESCRIBED CAPITAL MARKETS PRODUCTS'
(AS DEFINED IN THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS)
REGULATIONS 2018 OF SINGAPORE) AND EXCLUDED INVESTMENT PRODUCTS (AS
DEFINED IN MONETARY AUTHORITY OF SINGAPORE NOTICE SFA 04-N12: NOTICE
ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE ON
RECOMMENDATIONS ON INVESTMENT PRODUCTS).
A RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND
MAY BE SUBJECT TO REVISION, SUSPENSION OR WITHDRAWAL AT ANY TIME BY
THE ASSIGNING RATING ORGANISATION. SIMILAR RATINGS FOR DIFFERENT TYPES
OF ISSUERS AND ON DIFFERENT TYPES OF SECURITIES DO NOT NECESSARILY MEAN
THE SAME THING. THE SIGNIFICANCE OF EACH RATING SHOULD BE ANALYSED
INDEPENDENTLY FROM ANY OTHER RATING.
unquote
[2024-10-16]