ALATAU CITY INVEST JSC, HALYK FINANCE JSC AND TENIZ CAPITAL INVESTMENT BANKING JSC ANNOUNCE EXTENDING THE PERIOD OF ACCEPTING APPLICATIONS FOR PARTICIPATION IN THE PLACEMENT OF TENGE EUROBONDS OF BAITEREK NATIONAL MANAGING HOLDING JSC
24.09.25 21:24
/KASE, September 24, 2025/ – JSC "Alatau City Invest", JSC "Halyk Finance",
JSC "Teniz Capital Investment Banking" as joint bookrunners provided the
Kazakhstan Stock Exchange (KASE) with the following notification:
quote
THIS COMMUNICATION IS NOT INTENDED TO BE ISSUED, PUBLISHED, OR DISTRIBUTED,
DIRECTLY OR THROUGH INTERMEDIARIES, IN WHOLE OR IN PART, IN THE UNITED STATES
OF AMERICA (WITH THE EXCEPTION OF QUALIFIED INSTITUTIONAL BUYERS (QIBs),
WHO ARE ALSO QUALIFIED BUYERS (QPs) IN ACCORDANCE WITH THE DEFINITION BELOW),
AS WELL AS IN CANADA, AUSTRALIA OR JAPAN
THIS MESSAGE IS NOT INTENDED FOR DISTRIBUTION TO AN UNSPECIFIED GROUP OF
PEOPLE AND IS ADDRESSED ONLY TO MEMBERS OF KAZAKHSTAN STOCK EXCHANGE JSC.
THIS ANNOUNCEMENT IS NOT AN ADVERTISEMENT OF SECURITIES IN THE
REPUBLIC OF KAZAKHSTAN
Hereby, JSC "Alatau City Invest", JSC "Halyk Finance", JSC "Teniz Capital
Investment Banking" announce the extension of the period for accepting
applications from members of JSC "Kazakhstan Stock Exchange" for
participation in the initial placement of bonds of Baiterek NMH JSC (Issuer),
issued in accordance with the legislation of a foreign state (hereinafter –
Eurobonds) until 22:00 Almaty time.
All applications from investors are accepted through the ASTS+ trading and
clearing system (stock market) (hereinafter referred to as the trading and
clearing system) on KASE.
Acceptance of applications from potential investors through the trading and
clearing system on KASE begins simultaneously with the start of the placement
of Eurobonds on the territory of a foreign state, on the same terms of placement
of Eurobonds (including the conditions for determining the price of their
placement) as when they are placed on the territory of a foreign state.
Joint Bookrunners: J.P. Morgan, Societe Generale, Alatau City Invest, Halyk
Finance and Teniz Capital Investment Banking.
The Development Finance Structuring Agent: J.P. Morgan
EUROBOND PARAMETERS:
------------------------------------------------------------------------------------------
Name of the Issuer: JSC NMH Baiterek
Expected release ratings: Baa1 (Moody's) / BBB (Fitch)
Issuer Ratings: Baa1 (stable) on the Moody's scale, BBB (stable)
on the Fitch scale
Brief description of Eurobonds: Senior unsecured debt Eurobonds issued in
accordance with English law and placed in
accordance with Rule 144A ("Rule 144A") and
Regulation S ("Regulation S")
The period of treatment: 3 years
Security: unsecured
Yield to maturity on bonds: It is determined based on the results of the collection
of investor applications. The benchmark of the
indicative yield to maturity on Eurobonds is 17,9% per
annum
Expected nominal output volume: to be determined later
Issue currency: Kazakhstan tenge
Settlement currency: All calculations on Eurobonds (incl. calculations for
initial placement, coupon and principal payments),
are carried out in US dollars
Denomination: 100,000,000 (one hundred million) tenge or a large
multiple of 500,000 (five hundred thousand) tenge
Applicable law: English law
Listing: Kazakhstan Stock Exchange JSC and Vienna MTF
Clearing calculations: Euroclear / Clearstream / DTC
Intended use: General corporate purposes, including for financing
the Issuer's subsidiaries
--------------------------------------------------------------------------------------------------
THE PROCEDURE FOR OFFERING BONDS FOR PURCHASE IN KAZAKHSTAN:
----------------------------------------------------------------------------------------------------------
Application Acceptance Day: September 24, 2025
Application start time: 13:30 Almaty time
Application deadline: 22:00 Almaty time
The expected date for determining the price and
volume of satisfied investor applications: September 24, 2025 (London time)
Expected settlement date: October 01, 2025
Settlements during the initial placement are carried out
in US dollars at the official exchange rate of the US
dollar to tenge, equal to 545.01, established on
September 24, 2025 and published on the website of
the National Bank of the Republic of Kazakhstan.
The price of the application: The yield to maturity is indicated, expressed as a
percentage per annum (in the "Link" field). The price
indicated in the application is 100 (for technical
purposes only). In the case of market bids, the price
is indicated "At the counterparty's price".
Application volume: The volume of applications must be indicated in tenge.
The minimum amount of the application is 100,000,000
(one hundred million) tenge or with a larger amount,
a multiple of 500,000 (five hundred thousand) tenge.
---------------------------------------------------------------------------------------------------------------
Terms of Eurobond settlements:
By submitting a purchase request, the bidder agrees to block KASE Clearing
Center JSC (hereinafter referred to as CC) from providing a single limit with
further money supply by the bidder to the CC's account in the CD no later than
12:00, October 01, 2025 (T+5) if the submitted application is satisfied for
purchase.
Information on the satisfaction of bids (allocation) will be provided to bidders
who submitted bids on September 25, 2025 (T+1) through the KASE trading and
clearing system.
If the submitted purchase request is satisfied, the bidder who submitted the
purchase request is responsible for the delivery of money to the Central
Committee's account in the Central Committee no later than 12:00 on October
01, 2025 (T+5).
The buyer is responsible for the accuracy of the information provided in the
buyer's application.
Investors wishing to apply for the purchase of Eurobonds in the 144A format
should contact the Joint Bookrunners J.P.Morgan Securities Plc and Societe
Generale directly.
For all questions, as well as for additional information, please contact the
representatives of Alatau City Invest, Halyk Finance and Teniz Capital
Investment Banking at the following contacts:
Alatau City Invest: +7 (701) 888 2999, +7 (700) 686 7225,
ib@alataucityinvest.kz
Halyk Finance: +7 (727) 339-43-77/88 (ext. 3373, 3448, 3356),
ib@halykfinance.kz
Teniz Capital Investment Banking: +77784560179; +77763067727;
ib@Tenizcap.kz
MANUFACTURER TARGET MARKET (MIFID II/UK MIFIR PRODUCT GOVERNANCE) IS ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY. NO 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.
THE INFORMATION CONTAINED HEREIN SHALL 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.
FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES
AND TRANSFERS OF THE NOTES AND THE DISTRIBUTION OF THE BASE OFFERING MEMORANDUM,
SEE "TRANSFER RESTRICTIONS" AND "SUBSCRIPTION AND SALE" IN THE BASE OFFERING
MEMORANDUM.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, THE BASE OFFERING MEMORANDUM AND THE
SUPPLEMENT THERETO IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT OR SUCH OTHER INFORMATION
COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.
ANY 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 NOT A PROSPECTUS FOR THE PURPOSE OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK
PROSPECTUS REGULATION"). THE BASE OFFERING MEMORANDUM, THE
SUPPLEMENT THERETO AND THE PRICING SUPPLEMENT, WHEN
PUBLISHED, WILL BE AVAILABLE, AT
HTTPS://WWW.WIENERBORSE.AT/EN/
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
[2025-09-24]