TIDMKSPI
RNS Number : 6304C
JSC Kaspi.kz
20 October 2020
**NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.**
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any global depositary receipts ("GDRs")
representing common shares ("Shares") referred to in this
announcement except solely on the basis of the information
contained in the prospectus (the "Prospectus"), including the risk
factors set out therein, published by Joint Stock Company Kaspi.kz
(the "Company", and together with its subsidiaries and subsidiary
undertakings, the "Group" or "Kaspi.kz") on 15 October 2020 in
connection with the offer of GDRs representing Shares in the
Company and the admission to listing of such GDRs to the standard
listing segment of the Official List of the Financial Conduct
Authority ("FCA") and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock
Exchange") ("Admission"). A copy of the Prospectus published by the
Company is available for inspection at the Company's website at
www.ir.kaspi.kz , subject to certain access restrictions.
20 October 2020
Joint Stock Company Kaspi.kz
Admission to trading on the London Stock Exchange
Further to the announcement on 15 October 2020 in connection
with its initial public offering (the "Offering"), the Company
announces that 199,500,000 GDRs (representing 199,500,000 existing
Shares) have today been admitted to the standard listing segment of
the Official List of the FCA and to trading on the London Stock
Exchange's main market for listed securities under the ticker
"KSPI".
For additional information please contact:
JSC Kaspi.kz
David Ferguson +44 7472 751 275
david.ferguson@kaspi.kz
About Kaspi.kz
Kaspi.kz is the largest Payments, Marketplace and Fintech
Ecosystem in Kazakhstan with a leading market share in each of its
key services and products. At the core of the Kaspi.kz Ecosystem is
the Kaspi.kz Super App, the leading mobile app in the country with
7.8 million Monthly Active Users.
IMPORTANT NOTICE
The information contained in this announcement is for background
purposes only and does not purport to be full or complete, nor does
it constitute or form part of any invitation or inducement to
engage in any investment activity, nor does it constitute an offer
or invitation to buy or subscribe for any securities, in any
jurisdiction including the United States, or a recommendation in
respect of buying, holding or selling any securities. No reliance
may be placed by any person for any purpose on the information
contained in this announcement or its accuracy, fairness or
completeness. The contents of this announcement are not to be
construed as legal, financial or tax advice.
None of the Company, the selling shareholders participating in
the Offering (the "Selling Shareholders"), the Banks (as defined
below) or their respective affiliates undertake to provide the
recipient of this announcement with any additional information, or
to update this announcement or to correct any inaccuracies. This
announcement has not been approved by any competent regulatory
authority.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada, Japan, South Africa or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in, securities to any person in the United States,
Australia, Canada, Japan, South Africa or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. Any
securities referred to herein may not be offered or sold in the
United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The possible offer and sale of any securities
referred to herein has not been and will not be registered under
the Securities Act or under the applicable securities laws of
Australia, Canada, Japan, or South Africa. Subject to certain
exemptions, any securities referred to herein may not be offered or
sold in Australia, Canada, Japan or South Africa or to, or for the
account or benefit of, any national, resident or citizen of
Australia, Canada, Japan or South Africa. There will be no public
offering of any securities in the United States, Australia, Canada,
Japan, South Africa or elsewhere.
In any member state of the European Economic Area (each, a
"Relevant Member State"), this announcement and any offer if made
subsequently is, and will be, directed only at persons who are
"qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129) and amendments
thereto ("Qualified Investors").
In the United Kingdom, this announcement is only being
distributed to and is directed at Qualified Investors (a) having
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act
(Financial Promotion) Order 2005, as amended (the "Order"); (b) who
are high net worth entities described in Article 49(2) (a) to (d)
of the Order; or (c) other persons to whom they may lawfully be
communicated (all such persons together being referred to as
"Relevant Persons"). Any investment or investment activity to which
this announcement relates will only be available to and will only
be engaged in with Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this announcement or any
of its contents.
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"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the GDRs have been subject to a product approval process, which has
determined that such GDRs 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").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the GDRs may decline and investors could
lose all or part of their investment; the GDRs offer no guaranteed
income and no capital protection; and an investment in the GDRs is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offering. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Managers
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
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 GDRs. Each
distributor is responsible for undertaking its own target market
assessment in respect of the GDRs and determining appropriate
distribution channels.
The 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 Joint Stock Company Kaspi.kz 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. No future dividends under, and/or increase of
market value of the securities of Joint Stock Company Kaspi.kz are
guaranteed whether explicitly or by any implication whatsoever.
None of Morgan Stanley & Co. International plc ("Morgan
Stanley"), Citigroup Global Markets Limited or Renaissance Capital
(together, the "Banks") or the Selling Shareholders nor any of
their respective affiliates, directors, officers, employees,
advisers, agents or any other person, accepts any responsibility or
liability whatsoever for the contents of, or makes any
representations or warranties, express or implied, as to the
accuracy, fairness or completeness of the information presented or
contained in this announcement (or whether any information has been
omitted from this announcement) or any other information relating
to the Group, its subsidiaries and their associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or
otherwise arising in connection therewith. Accordingly, each of the
Banks, the Selling Shareholders and their respective affiliates,
directors, officers, employees, advisers, agents and any other
person acting on any of their behalf expressly disclaims, to the
fullest extent possible, any and all liability whatsoever for any
loss howsoever arising from, or in reliance upon, the whole or any
part of the contents of this announcement, whether in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
Each Bank is authorised by the UK Prudential Regulation
Authority (the "PRA") and regulated by the FCA and the PRA. Each
Bank is acting exclusively for the Company and the Selling
Shareholders and no one else in connection with the matters
referred to in this announcement, and will not regard any other
person as their respective clients in relation to the matters
referred to in this announcement and will not be responsible to
anyone other than the Company and the Selling Shareholders for
providing the protections afforded to their respective clients nor
for providing advice in relation to the matters referred to in this
announcement, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
Any subscription or purchase of securities in the Offering
should be made solely on the basis of information contained in the
Prospectus issued by the Company in connection with the Offering.
The information in this announcement is subject to change. Before
subscribing for or purchasing any securities in the Offering,
persons viewing this announcement should ensure that they fully
understand and accept the risks set out in the Prospectus. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. 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 Offering 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.
In connection with the Offering, each of the Banks and any of
their respective affiliates, acting as investors for their own
accounts or for the accounts of clients, may take up a portion of
the GDRs as a principal position and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts, or for the accounts of clients, in such GDRs and other
securities of the Company or related investments in connection with
the Offering or otherwise. Accordingly, references in the
Prospectus to the GDRs being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by
any of the Banks and any of their respective affiliates acting in
such capacity. In addition, the Banks and any of their respective
affiliates may enter into financing arrangements (including swaps
or contracts for differences) with investors in connection with
which they may from time to time acquire, hold or dispose of GDRs.
None of the Banks nor any of their respective affiliates intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
In connection with the Offering, Morgan Stanley (as "Stabilising
Manager"), may (but will be under no obligation to), to the extent
permitted by applicable law, over-allot GDRs up to a maximum of 15
per cent. of the total number of the GDRs or effect other
transactions with a view to supporting the market price of the GDRs
at a level higher than that which might otherwise prevail in the
open market for a period of no more than 30 calendar days after the
date of commencement of conditional dealings of the GDRs on the
London Stock Exchange. Such transactions may be effected on the
London Stock Exchange, in the over-the-counter markets or
otherwise. There is no obligation on the Stabilising Manager to
undertake stabilisation transactions. Such transactions, if
commenced, may be discontinued at any time without prior notice and
must be brought to an end no later than 30 calendar days after the
date of commencement of conditional dealings of the GDRs on the
London Stock Exchange (the "Stabilisation Period"). In no event
will measures be taken to stabilise the market price of the GDRs
above the offer price set out in the Prospectus (the "Offer
Price"). Save as required by law, the Stabilising Manager does not
intend to disclose the extent of any stabilisation transactions
under the Offering.
For the purposes of allowing the Stabilising Manager to cover
short positions resulting from any such over-allocations and/or
from sales of GDRs effected by it during the Stabilisation Period,
the Selling Shareholders have granted to it an option (the
"Over-allotment Option"), pursuant to which the Stabilising Manager
may purchase or procure purchasers for up to a maximum of 15 per
cent. of the total number of GDRs available in the Offering, at the
Offer Price. The Over-allotment Option is exercisable in whole or
in part, upon notice by the Stabilising Manager, at any time on or
before the expiry of the Stabilisation Period. The GDRs made
available pursuant to the Over-allotment Option will rank pari
passu in all respects with all other GDRs, including for all
dividends and other distributions declared, made or paid on the
GDRs, will be purchased on the same terms and conditions as the
GDRs in the Offering and will form a single class for all purposes
with the other GDRs.
Financial decisions should not be based on this announcement.
Acquiring investments to which this announcement relates may expose
an investor to a significant risk of losing all of the amount
invested.
Persons considering making investments should consult an
authorised person specialising in advising on such investments.
Neither this announcement, nor the Prospectus referred to herein,
constitutes a recommendation concerning a possible offer. The value
of GDRs 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.
For the avoidance of doubt, the contents of the Company's
website or the website of any other member of the Group are not
incorporated by reference into, and do not form part of, this
announcement.
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END
LISFIFVDIVLIFII
(END) Dow Jones Newswires
October 20, 2020 03:37 ET (07:37 GMT)
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