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JSC Astana Finance  
Astana, Republic of Kazakhstan 
14 February 2014 
RESTRUCTURING OF JSC ASTANA FINANCE – PUBLICATION OF INFORMATION MEMORANDUM 
JSC Astana Finance (the "Company") is pleased to announce the publication of its information memorandum dated 14 February 2014 (the "Information Memorandum") in connection with the restructuring of the financial indebtedness of the Company and its subsidiaries Astana Finance B.V., JSC Astana Finance Leasing Company and JSC AF Mortgage. 
The Information Memorandum is available to certain eligible holders who are not excluded U.S. persons and can be obtained from the Company’s Tabulation Agent whose contact details are as follows: 
  
Lucid Issuer Services Limited 
Leroy House 
436 Essex Road 
London, N1 3QP 
Email: astana@lucid-is.com  
Telephone:  +44 (0) 207 704 0880 
Attention: Yves Theis; Victor Parzyjagla 
No securities have been or will be registered under the United States Securities Act of 1933 (the "Securities Act") or any U.S. state securities laws and the securities may not be offered, sold, resold or otherwise transferred 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 in a transaction exempt from the registration requirements of the Securities Act.  Any offer of securities referred to in this announcement is not being made, and will not be made, directly or indirectly, in or into the United States of America or to, for the account or benefit of, U.S. persons, except in a transaction exempt from the registration requirements of the Securities Act.

FINAL Prospectus



JSC Astana Finance 

Astana, Republic of Kazakhstan

18 March 2014

RESTRUCTURING OF JSC ASTANA FINANCE - UPDATE TO EXPECTED TIMETABLE OF PRINCIPAL EVENTS

JSC Astana Finance (the "Company") announces it wishes to update, pursuant to Article 9.2(a)(i) of the Restructuring Plan, the expected timetable of events of the Restructuring included, inter alia¸ in the Company's information memorandum published in connection with the Restructuring on 14 February 2014 (the "Information Memorandum") and in Article 9.8 of the Restructuring Plan. The Voting Deadline for the provision of Proxy Forms for the New Claimants' Meeting and the date on which the register of Claims for voting purposes is established by the Company shall both be postponed from 20 March 2014 to 25 March 2014. Furthermore, the date on which the Company shall circulate the notice for the shareholders' meeting shall be postponed from 18 March 2014 to 20 March 2014. All other dates in the timetable shall remain unchanged.

 

Any capitalised term not otherwise defined herein shall have the meaning ascribed to it in the Information Memorandum.

 

The amended expected timetable of principal events shall be as follows:

 

Period

Date

Event

D-9 days by 6:00 p.m. (Almaty time)

 

18 March 2014

Claims Submission Date (the deadline for the submission of Claim Forms).

D- 8 days at 9:30 a.m. (London time)

19 March 2014

Deadline before which a Eurobondholder must submit an Electronic Voting Instruction for adjourned New Eurobondholders' Meeting(s) ("Adjourned Voting Deadline").

 

D- 7 days

20 March 2014

Adjudication Reference Date.

 

 

D-3 days at the time specified in the Notice of the Adjourned New Eurobondholders' Meeting for each relevant series of Eurobonds

 

24 March 2014

Adjourned New Eurobondholders' Meeting(s) (to be held not less than 14 nor more than 42 days after the date of the first New Eurobondholders' Meetings; at least 10 days notice of the Adjourned New Eurobondholders' Meeting(s) must be given).

 

According to whether the Company determines on the Adjudication Reference Date whether there is any Disputed Claim that should be referred to the Independent Adjudicator in accordance with Article 5.4 of the Restructuring Plan and, therefore, whether time should be allowed in order to complete any necessary adjudication process, the expected timetable of principal events shall be updated as follows:

 

 

ASSUMES NO ADJUDICATION PROCESS

ASSUMES ADJUDICATION PROCESS

 

Period

Date

Period

Date

Event

N/A

N/A

D - 3 days

21 April 2014

Adjudication process in relation to any Disputed Claims to be concluded.

D-7 days

20 March 2014

D-34 days

20 March 2014

Circulation of the notice for the shareholders meeting.

 

D-2 days by 6:00 p.m. (Almaty time)

 

25 March 2014

D-1 days by 6:00 p.m. (Almaty time)

 

22 April 2014

Voting Deadline for the provision of proxy forms for the New Claimants' Meeting.

 

The proxy shall include Equity Interests Distribution Instructions.

 

D-2 days

25 March 2014

D-1 days

22 April 2014

Register of Claims for voting purposes established by the Company.

 

D day, from 10:00 a.m. (Almaty time) to 3:00 p.m. (Almaty time)

 

27 March 2014 ("D")

D day, from 10:00 a.m. (Almaty time) to 3:00 p.m. s(Almaty time)

 

23 April 2014 ("D")

Registration for the New Claimants' Meeting.

D day, 4:00 p.m. (Almaty time)

 

27 March 2014

D day, 4:00 p.m. (Almaty time)

 

23 April 2014

New Claimants' Meeting.

D+1 days

28 March 2014

D+1 days

24 April 2014

Publication by the Company of the minutes of the New Claimants' Meeting.

 

D +1 days

28 March 2014

D +1 days

24 April 2014

Submission to the FMSC of the Restructuring Plan.

 

D+11 days

7 April 2014

D+12 days

5 May 2014

Submission of the Restructuring Plan to the Specialised Financial Court for final approval.

 

D+18 days

14 April 2014

 

D+19 days

12 May 2014

 

Announcement of notice of the final hearing of the Specialised Financial Court.

 

D+21 days

17 April 2014

D+21 days

14 May 2014

Final hearing and the final approval of the Restructuring Plan by the Specialised Financial Court.

 

D+26 days

22 April 2014

D+22 days

15 May 2014

Publication by the Company of the Distribution Announcement.

 

D+28 days

24 April 2014

D+27 days

20 May 2014

Distribution of GDRs to the International Creditors.

 

D+36 days

30 April 2014

D+34 days

27 May 2014

Shareholders' meeting of the Company.

 

D+47 days

13 May 2014

D+37 days

30 May 2014

Distribution Submission Date (being not less than 10 business days after the date of the Distribution Announcement).

 

D+48 days

16 May 2014

D+42 days

4 June 2014

Restructuring Date (including the distribution of Cash Element and New Notes) (being not less than 20 days after the date of the Distribution Announcement).

 

D+55 days

21 May 2014

D+47 days

9 June 2014

The Company submits to the NBK documentation confirming the completion of the Restructuring.

 

D+62 days

28 May 2014

D+54 days

16 June 2014

NBK submits a request to the Specialised Financial Court for a resolution confirming that the Restructuring Plan has been carried out and the Restructuring is complete.

 

D+69 days

4 June 2014

D+61 days

23 June 2014

The Specialised Financial Court issues a resolution confirming that the Restructuring Plan has been carried out and the Restructuring is complete.

 

 

The Company will notify the Existing Trustees and the Claimants by an announcement via a Regulatory Information Service and the Clearing Systems on or around the Adjudication Reference Date, whether the Company referred any Disputed Claims to the Independent Adjudicator and the final date of the New Claimants' Meeting.

 

The expected timetable of principal events set out on pages 2 to 4 of the Information Memorandum and Article 3.25 of the Restructuring Plan shall, with immediate effect, be construed accordingly.

No securities have been or will be registered under the United States Securities Act of 1933 (the "Securities Act") or any U.S. state securities laws and the securities may not be offered, sold, resold or otherwise transferred 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 in a transaction exempt from the registration requirements of the Securities Act.  Any offer of securities referred to in this announcement is not being made, and will not be made, directly or indirectly, in or into the United States of America or to, for the account or benefit of, U.S. persons, except in a transaction exempt from the registration requirements of the Securities Act.

 

 

JSC Astana Finance 

Astana, Republic of Kazakhstan

21 March 2014

RESTRUCTURING OF JSC ASTANA FINANCE - UPDATE TO EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND MINOR TECHNICAL AMENDMENTS TO THE RESTRUCTURING PLAN AND INFORMATION MEMORANDUM

JSC Astana Finance (the "Company") announces it wishes to (i) confirm that there are no Disputed Claims and that therefore no Claims will be submitted to the Independent Adjudicator, as a consequence of which the shorter timetable included in the Company's RNS Announcement of 18 March 2014 shall apply, (ii) make certain technical amendments to the Original Restructuring Plan as amended by the Amendments (the "Restructuring Plan") pursuant to Article 9.2(a)(i) therein, and (iii) correct minor clerical errors in its information memorandum dated 14 February 2014 (the "Information Memorandum").

 

Any capitalised term not otherwise defined herein shall have the meaning ascribed to it in the Information Memorandum.

 

EXPECTED TIMETABLE

 

The amended expected timetable of principal events shall be as follows:

 

Period

Date

Event

N/A

N/A

Adjudication process in relation to any Disputed Claims to be concluded.

D-7 days

20 March 2014

Circulation of the notice for the shareholders meeting.

 

D-2 days by 6:00 p.m. (Almaty time)

 

25 March 2014

Voting Deadline for the provision of proxy forms for the New Claimants' Meeting.

 

The proxy shall include Equity Interests Distribution Instructions.

 

D-2 days

25 March 2014

Register of Claims for voting purposes established by the Company.

 

D day, from 10:00 a.m. (Almaty time) to 3:00 p.m. (Almaty time)

 

27 March 2014 ("D")

Registration for the New Claimants' Meeting.

D day, 4:00 p.m. (Almaty time)

 

27 March 2014

New Claimants' Meeting.

D+1 days

28 March 2014

Publication by the Company of the minutes of the New Claimants' Meeting.

 

D +1 days

28 March 2014

Submission to the FMSC of the Restructuring Plan.

 

D+11 days

7 April 2014

Submission of the Restructuring Plan to the Specialised Financial Court for final approval.

 

D+18 days

14 April 2014

 

Announcement of notice of the final hearing of the Specialised Financial Court.

 

D+21 days

17 April 2014

Final hearing and the final approval of the Restructuring Plan by the Specialised Financial Court.

 

D+26 days

22 April 2014

Publication by the Company of the Distribution Announcement.

 

D+28 days

24 April 2014

Distribution of GDRs to the International Creditors.

 

D+36 days

30 April 2014

Shareholders' meeting of the Company.

 

D+47 days

13 May 2014

Distribution Submission Date (being not less than 10 business days after the date of the Distribution Announcement).

 

D+48 days

16 May 2014

Restructuring Date (including the distribution of Cash Element and New Notes) (being not less than 20 days after the date of the Distribution Announcement).

 

D+55 days

21 May 2014

The Company submits to the NBK documentation confirming the completion of the Restructuring.

 

D+62 days

28 May 2014

NBK submits a request to the Specialised Financial Court for a resolution confirming that the Restructuring Plan has been carried out and the Restructuring is complete.

 

D+69 days

4 June 2014

The Specialised Financial Court issues a resolution confirming that the Restructuring Plan has been carried out and the Restructuring is complete.

 

 

The expected timetable of principal events set out on pages 2 to 4 of the Information Memorandum and Article 3.25 of the Restructuring Plan shall, with immediate effect, be construed accordingly.

 

RESTRUCTURING PLAN

 

The reference to "paragraph (n) of Schedule 9 (Conditions Precedent to the Restructuring becoming Effective) of the Information Memorandum" in Article 3.3 of the Restructuring Plan, shall be deleted and replaced as follows: "Schedule 9 (Conditions Precedent to the Restructuring becoming Effective) of the Information Memorandum".

 

The timing and procedure of the Restructuring now entails that the Distribution Announcement shall be made in advance of the CP Notice being delivered to the Company. The CP Notice being a condition precedent to the distribution of Entitlements (other than Equity Interests which shall be distributed on the Equity Interests Distribution Date) and not to the Company making the Distribution Announcement. The last sentence in Article 3.3 of the Restructuring Plan: "Upon receipt of the CP Notice, the Company shall publish a Distribution Announcement in accordance with Article 6.1 in which, amongst other things, the Restructuring Date will be specified." shall be therefore deleted.

 

In order to comply with tax requirements of the Company, Article 4.3(b) of the Restructuring Plan shall be deleted and replaced as follows: "On the Restructuring Date and except to the extent provided with respect to Preference Share Debt Claims, all interest in respect of Designated Financial Indebtedness and all Default Interest shall be deemed to have ceased to accrue on and from 1 January 2011 included and, accordingly, any such interest or Default Interest accruing after 31 December 2010 shall be deemed never to have accrued and shall be cancelled in full by the relevant Claimants and will not form part of any Claim."

 

The reference to "Distribution Agent" in Article 4.7(c) of the Restructuring Plan should be to "Independent Holder" in order to provide consistency with the rest of the Restructuring Plan. Article 4.7(c) shall, therefore, read as follows: "Each Claimant understands that, once the Specialised Financial Court approves the Restructuring Plan and subject to the delivery of the relevant Entitlement to each Claimant (except for the delivery of the relevant Entitlements to any Claimant with a Preference Share Debt Claim which, for the avoidance of doubt, shall only be made on the day immediately following the Note Redemption Date) or the Independent Holder in accordance with the Restructuring Plan, all existing claims of Claimants against the Company and (subject to the terms and conditions set out in the Deed of Release) the Release Parties at the date of such approval shall be waived and released fully and absolutely from the Restructuring Date."

 

The reference to "Claim Submission Date" in Article 5.3(a) of the Restructuring Plan should be to "Adjudication Reference Date" in order to take into account that Claimants who are not Creditors might submit their Claim Form after the Claim Submission Date. Article 5.3(a) shall, therefore, read as follows: "Each Claimant understands and irrevocably agrees that once the Specialised Financial Court has approved the Restructuring Plan, no Claimant shall have any right after the Adjudication Reference Date to increase the amount of its Claim irrespective of whether such increase is based on real damage, any loss, moral damage or lost profit.".

 

(a)                In Article 6.1(a) of the Restructuring Plan, in order to reflect the correct timing and procedure of the Restructuring, the following wording should be deleted: "Subject to completion of all necessary steps to enable completion of the Restructuring to take place, any requirements of the FMSC or the Specialised Financial Court and satisfaction and/or waiver of the Conditions Precedent, this announcement will be made as soon as reasonably practicable after determination of any Disputed Claims submitted to the Independent Adjudicator by the Company (or if there are no such Disputed Claims, as soon as reasonably practicable after the Approval Date). Each Claimant must give Distribution Instructions to the Company and the Distribution Agent by the Distribution Submission Date." and replaced as follows:

(b)               "The Distribution Announcement will be made as soon as reasonably practicable after determination of any Disputed Claims submitted to the Independent Adjudicator by the Company (or as soon as reasonably practicable after the date on which the Specialised Financial Court issues an order approving the Restructuring Plan, whichever is the latest). Each Claimant must give Distribution Instructions to the Company and the Distribution Agent by the Distribution Submission Date."

In Article 6.1(e) of the Restructuring Plan "cash" in the second line should be substituted with "Entitlements". Article 6.1(e) shall, therefore, read as follows: "To the extent that the Independent Holder has not in response to the instructions of the Claimants distributed all the Entitlements it holds within 120 days after the Restructuring Date, the unclaimed Entitlements shall be cancelled (without prejudice to the releases under the Restructuring Plan pursuant to Articles 4.1 and 4.7) and the remaining cash shall be returned to the Company. In respect of the distribution of Equity Interests, to the extent that the Independent Holder has not distributed the Equity Interests to the relevant International Claimants within 120 days after the Restructuring Date, the unclaimed GDRs will be cancelled and the relevant proportion of underlying deposited Shares will revert back to the relevant Company's subsidiaries or as otherwise directed by the Company (without prejudice to the releases of claims and liabilities under the Restructuring Plan)."

 

The following wording should be added to the end of Article 6.4 of the Restructuring Plan: "or as further detailed in the Distribution Instructions", in order to allow the Company and the Claimants greater flexibility as to the method and procedure of Distribution. Article 6.4 shall, therefore, read as follows: "No Claimant shall have any right to any distribution of its Entitlement other than in accordance with this Article 6 or as further detailed in the Distribution Instructions."

 

Reference in Article 8.2(b) to "(or another account set out in the relevant Distribution Instructions)" shall be deleted as already covered in the definition of Designated Account. Article 8.2(b) shall, therefore, read as follows: "Any payment whatsoever made in respect of the New Notes and Equity Interests held by or on behalf of the Distribution Agent shall be paid to and received by the Distribution Agent, to be held on bare trust absolutely for the relevant Claimant and to pay such amounts on to that Claimant's Designated Account and/or that Claimant's Nominated Recipient (as appropriate) together with any interest which may have accrued thereon at the time any distribution of New Notes and Equity Interests, or the cash proceeds thereof, is made to the relevant Claimant."

 

The following wording shall be added to Article 9.8 of the Restructuring Plan before the expected timetable of events: "The table below sets out the expected timetable of principal, events in relation to the Restructuring. If any of the times and/or dates specified below change, the revised times and/or dates will be notified to the Existing Trustee and to Claimants by announcement via a Regulatory Information Service and the Clearing Systems."

 

The Amendments set out in Part A of Schedule 1 to the Information Memorandum and the Amended Restructuring Plan set out, for information purposes only, in Part C of Schedule 1 to the Information Memorandum shall, with immediate effect, be construed in accordance with the amendments included herein.

 

The Company confirms, that in its view none of the amendments to the Restructuring Plan described above are materially prejudicial to the interests of Claimants.

 

INFORMATION MEMORANDUM

 

On page 42 of the Information Memorandum, in the paragraph "Deadlines for Return of Forms of Proxy" the deadline for the submission of the Form of Proxy shall not be the Claims Submission Date, but shall be construed as the date indicated in the expected timetable of principal events as the "Voting Deadline for the Provision of proxy forms for the New Claimants' Meeting" as amended from time to time. For the avoidance of doubt, such deadline shall apply to all Claimants, including Private Placement Noteholders' deadline for submitting Electronic Voting Instructions and related Investor Letters.

 

On page 69 of the Information Memorandum, the reference to "Fund Center JSC" and its address shall be deleted and substituted with "JSC Integrated Securities Register" the address of which is 141, Abylai Khan Street, Almaty, Kazakhstan.

 

In Schedule 12 to the Information Memorandum "Form of Shareholder Resolution" the date of the Company's information memorandum in item 3 shall be corrected to 14 February 2014.

 

No securities have been or will be registered under the United States Securities Act of 1933 (the "Securities Act") or any U.S. state securities laws and the securities may not be offered, sold, resold or otherwise transferred 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 in a transaction exempt from the registration requirements of the Securities Act.  Any offer of securities referred to in this announcement is not being made, and will not be made, directly or indirectly, in or into the United States of America or to, for the account or benefit of, U.S. persons, except in a transaction exempt from the registration requirements of the Securities Act.




JSC Astana Finance

Astana, Republic of Kazakhstan

28 April 2014 

JSC ASTANA FINANCE – DISTRIBUTION ANNOUNCEMENT PURSUANT TO THE RESTRUCTURING PLAN

 

JSC Astana Finance (the “Company”) hereby confirms that, following the order on 8 April 2014 of the Specialised Financial Court approving the Restructuring Plan (the “Order”), no Claimant challenged or objected to the Order within the timeframe established under the laws of the Republic of Kazakhstan and the Order therefore became final.

 

Following the above, in accordance with Article 6.1 of the Restructuring Plan, the Company hereby confirms (i) the Distribution Submission Date to be 19 May 2014 (being not less than 10 Business Days after the date hereof) and (ii) the expected Restructuring Date to be 22 May 2014 (being not less than 20 days after the Distribution Announcement). Furthermore, the Company includes as an attachment to this announcement the form and content of the Distribution Instructions to be provided by each Claimant, including certain representations and warranties as to matters relevant to determine compliance by the Company with applicable laws and regulations in distributing Entitlements to (or at the direction of) the person on whose behalf the Distribution Instructions are submitted.

 

The Company includes as attachments to this announcement two separate sets of Distribution Instruction forms: (i) to be completed by certain International Claimants in the English language; and (ii) to be completed by Domestic Claimants in the Russian language. Claimants should complete and return (as indicated therein) the Distribution Instructions applicable to them.

 

The Form of Distribution Instructions to be completed by each relevant Claimant, the instructions indicating how to complete such Distribution Instructions and a summary of the Entitlements each International Claimant is entitled to receive, can each be found via the link below.

 

http://www.rns-pdf.londonstockexchange.com/rns/6881F_-2014-4-28.pdf

 

Unless otherwise defined, all capitalised terms used in this announcement shall have the meanings given to them in the information memorandum of the Company dated 14 February 2014 (as amended or supplemented from time to time including by the announcements published through the London Stock Exchange’s Regulatory News Services dated 4 March 2014, 11 March 2014, 18 March 2014, 21 March 2014, 11 April 2014 and 23 April 2014).

 

All Claimants (other than (i) Eurobondholders, (ii) Private Placement Noteholders, (iii) certain eligible Claimants who are U.S. Persons (within the meaning of Regulation S under the Securities Act) and (iv) Preference Shareholders) are required to submit the Distribution Instructions by no later than 12.00 noon (London time) on the Distribution Submission Date.

 

The following Claimants are not required to submit Distribution Instructions:

(i)        Eurobondholders (who are not and are not acting for U.S. Persons (within the meaning of Regulation S under the Securities Act)) shall receive their Entitlements by delivery to the Euroclear or Clearstream account to which the respective Eurobondholder’s existing Eurobonds are credited;

 

(ii)       Private Placement Noteholders (who are not and are not acting for U.S. Persons (within the meaning of Regulation S under the Securities Act)) shall receive their Entitlements by delivery to the Euroclear or Clearstream account to which the respective Private Placement Noteholder’s existing Private Placement Notes are credited;

 

(iii)      any International Claimant who is, or is acting for, a U.S. Person (within the meaning of Regulation S under the Securities Act) and was eligible to participate in the separate private placement (other than certain participants in the separate private placement who were neither Eurobondholders nor Private Placement Noteholders) shall receive its Entitlements in physical certificated form by courier in accordance with the Equity Distribution Instructions previously provided on the Equity Interests Distribution Date; and

 

(iv)      Preference Shareholders shall have distributed by the Company the relevant Entitlements owed to them, in accordance with the Restructuring Plan, on the day immediately following the Note Redemption Date.

 

The Company would like to thank all Claimants for their continued support as it works towards completing the Restructuring.

 

No securities have been or will be registered under the United States Securities Act of 1933 (the "Securities Act") or any U.S. state securities laws and the securities may not be offered, sold, resold or otherwise transferred within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from the registration requirements of the Securities Act. Any offer of securities referred to in this announcement is not being made, and will not be made, directly or indirectly, in or into the United States of America or to, for the account or benefit of, U.S. persons, except in a transaction exempt from the registration requirements of the Securities Act.


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