JUSAN INVEST ANNOUNCES CLOSURE OF ORDER BOOK FOR PARTICIPATION IN OFFERING OF TENGE-DENOMINATED EUROBONDS OF DEVELOPMENT BANK OF KAZAKHSTAN JSC

/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 tenge-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 – BRKZe17. 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 ------------------------------- -------------------------------------------------------------------- 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: 3,5 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 13.500% per annum. ------------------------------- -------------------------------------------------------------------- Expected issue face value: Up to 100 000 000 000 (one hundred billion) tenge ------------------------------- -------------------------------------------------------------------- Issue currency: Kazakh tenge ------------------------------- -------------------------------------------------------------------- Settlement currency: All settlements on Eurobonds (including settlements during the initial offering, coupon and principal payments are made in US dollars) ------------------------------- -------------------------------------------------------------------- Denomination: 100,000,000 (one hundred million) tenge or a greater amount multiple of 500,000 (five hundred thousand) tenge ------------------------------- -------------------------------------------------------------------- Applicable law: English law ------------------------------- -------------------------------------------------------------------- Listing: Kazakhstan Stock Exchange JSC and Vienna MTF ------------------------------- -------------------------------------------------------------------- Clearing settlements: Euroclear / Clearstream / DTC ------------------------------- -------------------------------------------------------------------- Purpose: Generale corporate purposes ---------------------------------------------------------------------------------------------------- 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 at the official exchange rate of US dollar to tenge, equal to 487.42, established on 16 October, 2024 and published on the website of the National Bank of the Republic of Kazakhstan --------------------------------------- --------------------------------------------------------- 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 tenge. The minimum order volume is 100,000,000 (one hundred million) tenge or a greater amount, a multiple of 500,000 (five hundred thousand) tenge ------------------------------------------------------------------------------------------------- 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 335.746mm 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]