/KASE, October 8, 2025/ – ForteFinance JSC, as Kazakhstan manager, has
provided the following notification to Kazakhstan Stock Exchange (KASE):
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 DEFINED BELOW) OF CANADA, AUSTRALIA
OR JAPAN
THIS MESSAGE IS NOT INTENDED FOR DISTRIBUTION AMONG AN UNDEFINED CIRCLE
OF PERSONS AND IS ADDRESSED ONLY TO MEMBERS OF KAZAKHSTAN STOCK
EXCHANGE JSC. THIS MESSAGE IS NOT AN ADVERTISING OF SECURITIES IN THE
REPUBLIC OF KAZAKHSTAN
Hereby ForteFinance JSC announces the start of collecting orders from
members of Kazakhstan Stock Exchange JSC to participate in the initial offering
of bonds of Development Bank of Kazakhstan JSC (the Issuer), being issued in
accordance with the legislation of a foreign state (hereinafter – Eurobonds).
All orders from investors are collected through the ASTS+ trading and clearing
system (stock market) (hereinafter – the trading and clearing system) on KASE.
Collection of orders from potential investors through the trading and clearing
system on KASE begins simultaneously with the start of offering of Eurobonds in
the territory of a foreign state, on the same terms for the Eurobonds offering
(including the terms for determining their offering price) as when they are
offered on the territory of a foreign state, as well as on Astana Stock
Exchange (AIX).
Joint Bookrunners: Citi, J.P. Morgan, Societe Generale, Mashreq and
ForteFinance.
EUROBOND PARAMETERS:
---------------------------------------------------------------------------------
Issuer name: DBK JSC
Expected issue ratings: BBB- (S&P) / BBB (Fitch)
Issuer's ratings: Baa1 (stable) on Moody's scale,
BBB (stable) on Fitch scale
BBB- (positive) on S&P scale
Brief description of Eurobonds: Senior Unsecured Debt Eurobonds issued under
English law and offered in accordance with
Rule 144A and Regulation S
Maturity: 5 years/3 years
Security: unsecured
Yield to maturity on Eurobonds: determined based on the results of collecting
investor orders
Issue's expected face value: no more than 1 billion US dollars / no more than 300 billion tenge
Issue currency: US dollar / Kazakhstan tenge
Settlement currency: all settlements on Eurobonds (incl.
settlements during the initial offering,
coupon and principal payments are
made in US dollars)
Denomination: 200,000 (two hundred thousand) US dollars or a larger
amount, a multiple of 1,000 (one thousand) US dollars /
100,000,000 (one hundred million) tenge or a larger
amount, a multiple of 500,000 (five hundred thousand) tenge
Applicable law: English law
Listing: Kazakhstan Stock Exchange JSC, Vienna MTF, Astana Stock
Exchange (AIX)
Clearing settlements: Euroclear / Clearstream / DTC
Purpose: General corporate purposes, including for financing
of investment, infrastructure and export projects,
as well as for refinancing of existing debt
------------------------------------------------------------------------------------------------------
PROCEDURE FOR OFFERING OF EUROBONDS FOR PURCHASE IN KAZAKHSTAN:
------------------------------------------------------------------------------------------------------
Order collection day: October 8, 2025
Order collection start time: 13:00 Almaty time
Order collection end time: 20:00 Almaty time
Expected date for determining October 9, 2025 (London time)
the price and volume of executed
investor orders:
Expected settlement date: October 16, 2025
Settlements at the initial offering
are carried out in US dollars
Order price: The yield to maturity is indicated, expressed as a
percentage per annum (in the "Link" field). The price
in the order is indicated as 100 (for technical purposes only).
In case of submitting market orders, the price is indicated as
"At the counterparty's price".
Order volume: Volumes of orders must be indicated in US dollars.
The minimum order volume is 200,000 (two hundred
thousand) US dollars or a larger amount, a multiple of 1,000
(one thousand) US dollars / 100,000,000 (one hundred million)
tenge or a larger amount, a multiple of 500,000 (five hundred
thousand) tenge
-----------------------------------------------------------------------------------------------------------
Eurobond settlement terms:
By submitting a buy order, a trading participant agrees to the blocking of the
single limit's collateral by KASE Clearing Centre JSC (hereinafter – the CCP)
with the trading participant subsequently delivering cash to the CCP's account
at the CD no later than 12:00 on October 16, 2025 (T+5) if the submitted buy
order is executed.
Information on the successful execution of orders (allocation) will be provided
to trading participants who submitted orders on October 9, 2025 (T+1) via
KASE's trading and clearing system.
If the submitted buy order is executed, the trading participant who submitted
the buy order, is responsible for cash delivery to the CCP's account at the CD
no later than 12:00 on October 16, 2025 (T+5).
The buyer is responsible for the accuracy of the information provided in the
purchase order.
Investors wishing to submit an order to purchase Eurobonds in compliance with
144A should contact J.P. Morgan Securities Plc directly at
emea_syndicate@jpmorgan.com attention: Head of International Syndicate
For any questions or additional information, please contact ForteFinance
representatives at the following address:
ForteFinance: +7 (707) 202 2287, +7 (777) 966 6799, +7 (701) 712 7186
dd@finance.forte.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
INFORMATION MEMORANDUM (INCLUDING ANY SUPPLEMENT THERETO) AND THE
PRELIMINARY DRAWDOWN INFORMATION MEMORANDUM, SEE "TRANSFER RESTRICTIONS"
AND "SUBSCRIPTION AND SALE" IN THE BASE INFORMATION MEMORANDUM.
THE DISTRIBUTION OF THIS ANNOUNCEMENT, THE BASE INFORMATION MEMORANDUM
(INCLUDING ANY SUPPLEMENT THERETO) AND THE PRELIMINARY DRAWDOWN
INFORMATION MEMORANDUM 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
[2025-10-08]