TIDMKSPI

RNS Number : 7620C

JSC Kaspi.kz

21 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 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, "Kaspi.kz") on 15 October 2020 in connection with the offer of GDRs 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 and to trading on the main market for listed securities of London Stock Exchange plc ("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.

21 October 2020

Joint Stock Company Kaspi.kz

Exercise of Over-allotment Option

The Company announces that, in connection with its initial public offering (the "Offering"), Morgan Stanley & Co. International plc, as stabilising manager, has exercised the over-allotment option (the "Over-allotment Option") granted by certain of the selling shareholders participating in the Offering in respect of 3,864,736 GDRs (the "Over-allotment GDRs") at the offer price of U.S$33.75 each.

Giving effect to the exercise of the Over-allotment Option, the total size of the Offering was 29,629,630 GDRs, representing 15.4% of the Company's current total issued and outstanding share capital.

For additional information please contact:

JSC Kaspi.kz

David Ferguson +44 7472 751 275

david.ferguson@kaspi.kz

Morgan Stanley

Head of Equity Capital Markets

lneqsy@morganstanley.com

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.

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 U.S. 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.

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October 21, 2020 03:00 ET (07:00 GMT)

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