JSC Dev Bk of Kazakh - Final Results of Tender Offers

NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

1 May 2024 - On 2 April 2024, JSC Development Bank of Kazakhstan (the "Offeror"), a joint stock company organised in the Republic of Kazakhstan, announced the launch of its offer to purchase for cash any and all of: (i) the 5.75% Notes due 2025 (the "USD Notes") issued by the Offeror (the "USD Notes Tender Offer"); and (ii) the 10.75% Notes due 2025 (the "KZT Notes") issued by the Offeror (the "KZT Notes Tender Offer" and, together with the USD Notes Tender Offer, the "Tender Offers") from each Holder (as defined in the Offer to Purchase), upon the terms, and subject to the conditions, set forth in the offer to purchase dated 2 April 2024 (the "Offer to Purchase"). Capitalised terms used but not defined herein have the meanings set out in the Offer to Purchase.

The Tender Offers were made in combination with offerings (the "New Notes Offerings") of U.S. Dollar-denominated Eurobonds issued under the Offeror's medium term note programme (the "New USD Notes") and of Kazakhstan Tenge-denominated Eurobonds issued under the Offeror's medium term note programme (the "New KZT Notes" and, together with the New USD Notes, the "New Notes"). The New Notes Offerings closed on 15 April 2024. The proceeds from the New Notes Offerings were partially used to fund the Tender Offers.

Early Tender Results

As of 5:00 p.m., New York City time, on 15 April 2024 (the "USD Notes Early Tender Participation Deadline"), U.S.$163,154,000 in aggregate principal amount of outstanding USD Notes had been validly tendered and not withdrawn.

As of 5:00 p.m. Central European Summer Time, on 15 April 2024 (the "KZT Notes Early Tender Participation Deadline"), KZT 20,573,500,000 in aggregate principal amount of outstanding KZT Notes had been validly tendered and not withdrawn.

On 17 April 2024 (the "Early Settlement Date"), the Offeror accepted for purchase all USD Notes and all KZT Notes validly tendered and not withdrawn as at the relevant Early Tender Participation Deadline. Payment for the USD Notes and KZT Notes tendered at or prior to the relevant Early Tender Participation Deadline and accepted for purchase (comprising payment of the relevant Total Consideration and Accrued Interest) was made in U.S. Dollars on the Early Settlement Date.

Final Results

USD Notes Tender Offer

The USD Notes Tender Offer expired at 5:00 p.m., New York City time, on 30 April 2024 (the "USD Notes Expiration Deadline"). As of the USD Notes Expiration Deadline, U.S.$1,100,000 in additional aggregate principal amount of outstanding USD Notes had been tendered since the USD Notes Early Tender Participation Deadline.

The Offeror intends to accept all such USD Notes validly tendered for purchase. Payment for USD Notes tendered since the USD Notes Early Tender Participation Deadline and at or prior to the USD Notes Expiration Deadline and accepted for purchase (comprising payment of the USD Notes Tender Offer Consideration and Accrued Interest) will be made on 2 May 2024 (the "Final Settlement Date"). Following the Final Settlement Date, the remaining outstanding aggregate principal amount of the USD Notes is expected to be U.S.$335,746,000.

KZT Notes Tender Offer

The KZT Notes Tender Offer expired at 5:00 p.m., Central European Summer Time, on 30 April 2024 (the "KZT Notes Expiration Deadline"). As of the KZT Notes Expiration Deadline, no additional KZT Notes had been tendered since the KZT Notes Early Tender Participation Deadline, and the Offeror had not accepted any additional KZT Notes for purchase. Accordingly, as of the KZT Notes Expiration Deadline, the remaining outstanding aggregate principal amount of the KZT Notes is KZT 41,926,500,000.

*  *  *

The Offeror retained Citigroup Global Markets Limited, J.P. Morgan Securities plc, JSC Halyk Finance, Mashreqbank psc and Société Générale to act as Dealer Managers for the Tender Offers and Morrow Sodali Limited to act as Information and Tender Agent for the Tender Offers.

The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

Disclaimer

This announcement is for informational purposes only. The Tender Offers were made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offers constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.