Issuance of common shares of JSC Kazkommertsbank
11 July 2017, Almaty - JSC Kazkommertsbank (further - the Bank) registered at the following address: 135zh Gagarin Avenue, Almaty notifies on the decision made by the Board of Directors of the Bank on 11 July 2017 to offer common shares of the Bank to shareholders of Kazkommertsbank. The Bank offers to shareholders to exercise their pre-emptive right to purchase common shares of the Bank at the following terms:
Number and type of securities to be offered (sold) – 1’339’379’809 common shares of Kazkommertsbank.
Registration of the shares of Kazkommertsbank – common shares of the Bank shall be offered within the amount of authorised common shares of the Bank (NIN KZ1C00400016, a Certificate of the State Registration of Securities No.А0040 dated 1 June 2017). A copy of the offering circular is placed on the corporate website of the Bank at www.qazkom.kz, and can be provided at the request in the office of the Bank's Corporate Secretary at 34A Al-Farabi Avenue, Almaty.
List of shareholders having a pre-emptive right is fixed based on Registry’s records as at 00:00 a.m. on 11 July 2017 being the date of the Board of Directors decision (the "Record Date").
Outstanding common shares (less bought out by the company) as a percentage to the number of common shares being offered is 0.5954302294548030 ("K-Ratio"). To determine the number of shares which existing shareholders are entitled to under the pre-emptive right shareholders shall divide the number of common shares held on the Record Date by the K-Ratio. If the result comes to a fraction common mathematical rounding rules are to be applied.
Offer price – KZT 142.67 per one common share and KZT 285.34 per one global depositary receipt representing 2 common shares of the Bank. The offer price is the same for all shareholders considering to take part in this offering.
Term, during which shareholders may apply to purchase common shares in accordance with the pre-emptive right, is thirty calendar days since the publication of announcement up until and including 11 August 2017 (the "Term").
Condition set to purchase common shares of the Bank – the common shares are offered to shareholders holding common shares of the Bank, including holders of depositary receipts representing two common shares of the Bank as at the Record Date as follows:
(1) Existing shareholders have equal rights to apply for purchase of placed common shares of the Bank at the Offer Price within the Period in a number proportionate to the number of owned common.
(2) Payment for the shares purchased under pre-emptive rights should be made by the shareholder within 30 calendar days from the submission of the application to purchase shares;
(3) Execution of submitted applications and transfer of shares to shareholders shall be made by the Bank after the payment is made by the shareholders and the order (within 2 Business days after the payment) to credit securities to an account held with the Integrated Securities Registrar is submitted;
(4) In case if the Bank’s related party applies to purchase shares a transfer of shares is subject to the respective decision of the Board of Directors
(5) In case the shareholder makes no payment for the shares within 30 days since the date of application, such application shall be considered null and void;
(6) Once shares are placed with the shareholders under pre-emptive rights and with investors, the placement is considered closed. In the event of certain part of shares being not placed the decision on further placement of such common shares shall be made by the Board of Directors.
Applications shall be submission by shareholders as follows:
1) shareholders holding common shares shall send their applications to the Bank by registered mail against acknowledgement of receipt or deliver in person directly to the Bank (to the Corporate Secretary Mrs. Mayra Saburova, 34 a Al-Farabi Avenue; +77272585221, email@example.com
2) holders of depositary receipts where underlying asset are common shares of the Bank shall apply to The Bank of New York Mellon, JSC Central Securities Depository via respective custodian;
3) the Corporate Secretary shall specify in each application the date and time of acceptance of the application and shall register accepted applications duly in the registrar;
4) based on assumed applications from shareholders the respective sale and purchase agreements shall be entered into between the Bank and shareholders.
The applications received from shareholders shall comply with the Rules #31 on execution of shareholders’ rights for pre-emptive purchase of securities of joint-stock company approved by the Management Board of the National Bank of Kazakhstan on 13 February 2012.
Share purchase application forms are posted on the corporate website of the Bank at www.qazkom.kz.
Asel Mukazhanova, Financial Institutions and Investor Relations
Tel: +7 727 2585125, firstname.lastname@example.org
Larissa Kokovinets, Corporate Communication Service
Tel: +7 727 2585456, email@example.com