NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW.
VTB Capital plc Announces the Tender Offer Results of its Offer to Purchase up to U.S.$500,000,000 aggregate principal amount of the outstanding U.S.$777,000,000 5.50 per cent. Notes due 2015 of JSC Development Bank of Kazakhstan
Reg S Notes ISIN / Common Code: XS0570541317 / 057054131
Rule 144A Notes ISIN / Common Code / CUSIP: US25159XAA19 / 057127538 / 25159XAA1
6 December 2012 — VTB Capital plc (the “Offeror”) announced today the final results of its offer (the “Offer”) to purchase for cash up to U.S.$500,000,000 aggregate principal amount of the outstanding U.S.$777,000,000 5.50 per cent. Notes due 2015 (the “Notes”) of JSC Development Bank of Kazakhstan (the “Company”).
The Offer was made on the terms and subject to the conditions contained in the Offer to Purchase dated 5 November 2012 (the “Offer to Purchase”). Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Offer to Purchase.
As of 5:00 p.m., New York City time, on 5 December 2012 (the “Expiration Date”), an aggregate principal amount of U.S.$742,373,000 had been validly tendered pursuant to the Offer. Subject to the terms and conditions of the Offer, the Offeror will only be accepting for purchase an amount of Notes equal to U.S.$499,999,000, which is less than the amount of Notes tendered as of the Expiration Date. Accordingly, subject to, and in accordance with the Offer to Purchase, the Offeror will purchase that portion of a Holder’s validly tendered Notes that is equal to the total amount of such Holder’s validly tendered Notes multiplied by a proration factor of 69.011345%. The Offeror will only accept tenders of Notes from a Holder to the extent such proration will not result in the relevant Holder (i) transferring Notes to the Offeror in an aggregate principal amount of less than U.S.$200,000 and (ii) holding a residual amount of Notes totalling less than U.S.$200,000.
The Offeror is hereby pleased to announce that (i) all conditions to the Offer, including the New Financing Condition, have been satisfied; and (ii) it has accepted for purchase an amount of Notes equal to U.S.$ 499,999,000 validly tendered pursuant to the Offer.
Holders who have validly tendered their Notes at or prior to 5:00 p.m., New York City time, on 20 November 2012 (the “Early Tender Date”) and whose Notes are accepted for purchase will be eligible to receive the Total Consideration of U.S.$1,112.50 per U.S.$1,000 principal amount of Notes, which includes the early tender premium of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the “Early Tender Premium”).
Holders who validly tendered their Notes after the Early Tender Date but prior to the Expiration Date and whose Notes are accepted for purchase will not receive the Early Tender Premium; such Holders will be eligible to receive the Tender Offer Consideration of U.S.$1,082.50 per U.S.$1,000 principal amount of Notes.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes validly tendered and accepted for purchase will receive accrued and unpaid interest on such Notes from, and including, the last date on which interest was paid, up to, but not including, the Settlement Date. Settlement of the Offer is expected to occur on 6 December 2012.
Questions or requests for assistance concerning the terms of the Offer may be directed to the Dealer Managers and any questions or requests for assistance concerning the Offer or for additional copies of the Offer to Purchase or the other offer documents may be directed to the Tender Agent, the contact details for each of which are set out below:
To the Tender Agent at:
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
Tel.: +44 20 7704 0880
Attention: David Shilson / Victor Parzyjagla
To the Dealer Managers at:
VTB Capital plc
London EC3V 3ND
Attention: Global head of Syndicate
Tel.: +44 203 334 8025
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
Attention: Liability Management
Tel.: +44 207 134 3224
JSC Halyk Finance
19/1 Al-Farabi Ave.
"Nurly Tau" B/C
3“B” Building, 6th floor
Attention: Consulting and Underwriting Department
Tel.: +7 727 244 65 40
None of the Company or its Board of Directors, its Management Board or its management, the Offeror, the Dealer Managers, the Tender Agent or their respective affiliates make any recommendation to any Holder with respect to the Offer. None of the Company or its Board of Directors, Management Board, or its management, the Offeror, the Dealer Managers, the Tender Agent, the Trustee or their respective affiliates have authorized any person to give any information or to make any representation in connection with the Offer other than the information and representations contained in the Offer to Purchase and the other offer documents. If anyone makes any recommendation or representation or gives any such information, you should not rely upon that recommendation, information or representation as having been authorized by the Company, the Offeror, the Dealer Managers, the Tender Agent or any of the Trustee or their respective affiliates. Each Holder must make its own decision as to whether to tender its Notes, and, if so, the principal amount of Notes to tender.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement is received are required by the Company, the Offeror, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.
The Offer is not being made to (nor will the surrender of Notes for purchase be accepted from or on behalf of) Holders of Notes in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. In those jurisdictions where the securities, “blue sky” or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Offeror by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
The delivery of the Offer to Purchase will not under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in the affairs of the Company or any of the Company’s affiliates since the date hereof.
The communication of this announcement and any other documents or materials relating to the Offer are not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the U.K. Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of Investment Professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or creditors of the Company within the meaning of Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons. The Offer to which this document relates is being made only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its content. This announcement must not be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other person.
None of the Offer, this announcement or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB), pursuant to applicable Italian laws and regulations. The Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders may tender their Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.
The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither this announcement nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies), other than individuals, acting for their own account, each as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monetaire et financier, are eligible to participate in the Offer. This announcement has not been and will not be submitted for clearance to nor approved by the autorite des Marches Financiers.
Neither this announcement nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financiere et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement may not be used for any other purpose or disclosed to any other person in Belgium.
Grand Duchy of Luxembourg
Neither this announcement nor any other documents or materials relating to the Offer have been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg “Luxembourg”). Accordingly, the Offer may not be made to the public in Luxembourg, directly or indirectly, and neither this announcement, nor any other documents or materials relating to the Offer may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities.
Republic of Kazakhstan
The announcement and the Offer is not being made, directly or indirectly, in the Republic of Kazakhstan, except in compliance with the laws of the Republic of Kazakhstan.