NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY LAW
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN
PROPOSED OFFERING OF APPROXIMATELY 11.885 MILLION ORDINARY SHARES IN THE FORM OF SHARES AND GLOBAL DEPOSITARY RECEIPTS OF JOINT-STOCK COMPANY “NATIONAL ATOMIC COMPANY “KAZATOMPROM” (THE “COMPANY”) BY JOINT-STOCK COMPANY “SOVEREIGN WEALTH FUND “SAMRUK-KAZYNA”
2 June 2020
Joint-Stock Company “Sovereign Wealth Fund “Samruk-Kazyna” (“Samruk-Kazyna”), announces its intention to sell approximately 11.885 million ordinary shares in the share capital of the Company (the “Shares”) in the form of Shares and global depositary receipts representing Shares (the “GDRs”, and together with the Shares, the “Placing Securities”) (1 GDR (London Stock Exchange plc (the “LSE”) trading symbol “KAP LI” and Astana International Exchange (“AIX”) trading symbol “KAP.Y”) = 1 Share (AIX trading symbol “KAP”)) (the “Placing”). The Placing Securities represent approximately 4.55% of the Company’s issued share capital.
Any of the Company’s Shares and GDRs held by Samruk-Kazyna which are not sold in the Placing will be subject to a 180-day lock-up, subject to customary exceptions. The current ownership interest of Samruk-Kazyna in the Company is approximately 81.28%, and assuming all of the Placing Securities are sold, Samruk-Kazyna will continue to hold approximately 76.7% of the issued share capital of the Company.
The Placing comprises two separate placings structured as follows:
1. Institutional Placing
Approximately 11.5 million Shares (in the form of Shares and GDRs) will be offered to institutional investors by way of an accelerated bookbuild process on the LSE and the AIX (the “Institutional Placing”). The Institutional Placing will be launched immediately following this announcement (after close of trading on the LSE) and may be closed at any time on short notice. The final number of the Placing Securities to be placed in the Institutional Placing and the placing price will be agreed by Samruk-Kazyna and the Managers (as defined below) following completion of the bookbuild process, and the results of the Institutional Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of Samruk-Kazyna and the Managers (as defined below). The Company will not receive any proceeds from the Institutional Placing.
Citigroup Global Markets Limited is acting as joint global coordinator for the Institutional Placing on the LSE (the “LSE Placing”) (the “Joint Global Coordinator”), Renaissance Capital is acting as joint global coordinator for the LSE Placing and joint bookrunner for the Institutional Placing on the AIX (the “AIX Institutional Placing”) (the “Joint Global Coordinator and AIX Bookrunner”) and JSC Subsidiary Organization of Halyk Bank of Kazakhstan “Halyk Finance” is acting as joint coordinator and joint bookrunner for the AIX Institutional Placing (the “AIX Coordinator and Bookrunner” and, together with the Joint Global Coordinator and the Joint Global Coordinator and AIX Bookrunner, the “Managers”).
As the Company’s securities are traded on both the LSE, and AIX and Kazakhstan Stock Exchange (the “KASE”) and the Institutional Placing includes the London Placing and the AIX Institutional Placing, given the difference in trading hours between the LSE and the AIX and the time difference between London and Nur-Sultan, to avoid any price manipulation and ensure there is no live trading in the Company’s securities during bookbuilding for the Institutional Placing (i) trading in the Shares and GDRs on the AIX and on the KASE will be suspended on 3 June 2020 until trading in the GDRs has resumed on the LSE at 8.00 a.m. London time / 1.00 p.m. Nur-Sultan time, and (ii) the AIX Institutional Placing will be open on 2 June 2020 between 9.45 p.m. and 11.45 p.m. Nur-Sultan time and will be still open on 3 June 2020 between 9.00 a.m. and 11.30 a.m. Nur-Sultan time with announced fixed price, which shall be equal to the placing price for the LSE Placing. Any subscription or purchase of Shares in the form of Shares or GDRs of the Company on the AIX should be made solely on the basis of information contained in the AIX Market Notice published by the AIX in connection with the AIX Placing. All timings above are indicative only.
2. Retail Placing
Approximately 385,000 Shares (in the form of Shares and GDRs) will be offered to retail investors which are citizens of the Republic of Kazakhstan by way of an extended bookbuild process on the AIX (the “Retail Placing”) subject to the successful completion of the bookbuilding and pricing of the Institutional Placing. The Retail Placing is expected to be launched on 3 June 2020 and will be announced separately. The final number of the Placing Securities to be placed in the Retail Placing and the placing price will be agreed by Samruk-Kazyna and the AIX Coordinator and Bookrunner following completion of the retail bookbuild process, provided that (i) approximately 385,000 Shares (in the form of Shares and GDRs) will be placed in the Retail Placing and (ii) the placing price for the Retail Placing shall be equal to the placing price for the Institutional Placing the purchase price in respect of such Shares and/or GDRs to be determined following the results of the Institutional Placing and will be announced subject to agreement by Samruk-Kazyna and the AIX Coordinator and Bookrunner. The results of the Retail Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of Samruk-Kazyna and the AIX Coordinator and Bookrunner. Any subscription or purchase of Shares in the form of Shares or GDRs of the Company on the AIX should be made solely on the basis of information contained in the AIX Market Notice published by the AIX in connection with the AIX Retail Placing. The Company will not receive any proceeds from the Retail Placing.
The Retail Placing will be arranged solely by the AIX Coordinator and Bookrunner, and neither the Joint Global Coordinator nor the Joint Global Coordinator and AIX Bookrunner will provide any services in connection with, or have any other involvement whatsoever in, the Retail Placing and, consequently, neither the Joint Global Coordinator nor the Joint Global Coordinator and AIX Bookrunner shall be responsible for, nor shall they have any liability to any party in connection with, the Retail Placing.
The Placing is a part of the Complex Privatisation Plan for 2016-2020, as approved by the Government of the Republic of Kazakhstan, under which the Company was identified as a portfolio company of Samruk-Kazyna to be partially privatised. It was further resolved by the Government of the Republic of Kazakhstan to dispose of up to 25% of the share capital of the Company. Following this, Samruk- Kazyna offered and sold Shares and GDRs representing in aggregate 14.92% of the Company’s share capital in a public offering in November 2018, pursuant to which its GDRs and Shares were admitted to the Official List of the AIX and its GDRs were admitted to the Official List of the UK Financial Conduct Authority and to trading on both the LSE and the AIX. In September 2019, Samruk-Kazyna offered and sold GDRs representing in aggregate 3.8% of the Company’s share capital by way of an accelerated bookbuild through the LSE and the AIX. Samruk-Kazyna now intends to sell additional ordinary shares in the form of shares and global depositary receipts of the Company pursuant to the Placing.
The offering is being made to institutional investors outside the US in accordance with Regulation S of the US Securities Act of 1933, as amended (the “US Securities Act”) and to qualified institutional buyers in the US in accordance with Rule 144A of the US Securities Act. In addition, at least 20% of the total number of Placing Securities offered in the Institutional Placing will be offered to institutional investors on Kazakhstan's domestic market through the AIX Institutional Placing.
Members of the general public are not eligible to take part in the Placing. This announcement and any offer of the Placing Securities to which it relates are only addressed to and directed at (1) in any member state of the European Economic Area (each, a “Member State”), persons who are “qualified investors” within the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended, to the extent implemented in the relevant Member State) and any relevant implementing measures (the “Prospectus Regulation”); and (2) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are persons to whom an offer of the Placing Securities may otherwise lawfully be made (all such persons referred to in (1) and (2) together being referred to as “relevant persons”). The information regarding the Placing set out in 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.
This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe for, nor a solicitation to offer to purchase or to subscribe for securities in any jurisdiction. The distribution of this announcement and the offering or sale of the Placing Securities in certain jurisdictions may be restricted by law. No action has been taken by Samruk-Kazyna (or any affiliates thereof) or the Managers or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Securities in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Samruk-Kazyna and the Managers to inform themselves about and to observe any applicable restrictions.
With respect to the Member States which have implemented the Prospectus Regulation (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the Placing Securities sold by Samruk-Kazyna requiring a publication of a prospectus in any Relevant Member State. As a consequence, the Placing Securities may only be offered or sold in any Relevant Member State pursuant to an exemption under the Prospectus Regulation.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.
The Placing Securities have not been, and will not be, registered under the US Securities Act, or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia or Japan. The Placing Securities may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Securities in the United States or elsewhere.
The Placing Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy the Placing Securities must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Samruk-Kazyna (or any affiliate thereof) or the Managers or any of their respective affiliates.
Information contained herein 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 Kazakhstani person or entity, except for those persons or entities that are capable to do so under the legislation of the Republic 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 Company 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.
Citigroup Global Markets Limited is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the PRA and Financial Conduct Authority. The Managers are acting exclusively for Samruk-Kazyna in connection with the Placing and will not be responsible to anyone other than Samruk-Kazyna for providing the protections offered to their respective client, nor for providing advice in relation to the Placing or any transaction, matter or arrangement referred to in this announcement.
In connection with the offering of the Placing Securities, the Managers or any of their respective affiliates may take up a portion of the Placing Securities as a principal position and in that capacity may retain, purchase or sell for their own accounts such securities. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of the Placing Securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), the Institutional Offering and the Institutional Offering Securities have been subject to a product approval process, which has determined that the Institutional Offering Securities are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Institutional Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinator and the Joint Global Coordinator and AIX Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties. Each Manager is responsible for
undertaking its own target market assessment in respect of the Institutional Offering Securities and determining appropriate distribution channels.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Securities.
This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities in the Placing or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of ordinary shares in the form of shares and global depositary receipts of the Company can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.