Announcement of Offer Price

Announcement of Offer Price

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

Except as mentioned below for Kazakhstan, this announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority and not a prospectus and not an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy securities in any jurisdiction, including in or into the United States, Australia, Canada, Japan or the Republic of South Africa. This announcement is not intended to be an advertisement in, and for the purpose of the laws of Kazakhstan.

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 securities referred to in this announcement except on the basis of information contained in a price range prospectus (the "Price Range Prospectus") published by Joint stock company “National atomic company “Kazatomprom” on 31 October 2018 in connection with the admission of global depositary receipts to the standard listing segment of the Official List of the Financial Conduct Authority of the United Kingdom (the “FCA”) and to trading on the Main Market of the London Stock Exchange plc. A copy of the Price Range Prospectus published by the Company is available for inspection from the Company's registered office at 10 D. Kunayev Street, 010000 (Z05H9A7), Astana, Republic of Kazakhstan and on the Company's website at www.kazatomprom.kz.

 

13 November 2018

 

            

 

JSC NAC Kazatomprom

 

Announcement of Offer Price for offering of GDRs on London Stock Exchange and AIX and common shares on AIX at US$11.60 per GDR and KZT 4,343.85 per common share

 

Joint stock company “National atomic company “Kazatomprom” (the “Company” and, together with its subsidiaries, the “Group” or “Kazatomprom”), the world’s leading uranium producer, today announces the pricing of the offering (the “Offering”) of its common shares (“Shares”) and global depositary receipts (the “GDRs” and, together with Shares, the “Securities”).

The price has been set at US$11.60 per GDR and KZT 4,343.85 per Share, based on the official exchange rate of the National Bank of the Republic of Kazakhstan of KZT 374.47 per US$ 1 as of 13 November 2018. Each GDR represents an interest in one Share.

The Offering (assuming the over-allotment option described below is exercised in full) consists of the sale by Joint stock company Sovereign Wealth Fund Samruk-Kazyna ("Samruk-Kazyna") of 38,903,491 Shares (including Shares represented by GDRs), representing 15% of the Company’s share capital. The total size of the Offering is US$451.3 million.

Conditional trading in the GDRs on the main market for listed securities of the London Stock Exchange plc (the "LSE") through its International Order Book (regulated market segment) (the "IOB") is expected to commence at 8:00 am (London time) on 13th November 2018 under the symbol "KAP". Admission to the Official List maintained by the FCA is expected to become effective, and unconditional trading in the GDRs on the LSE through the IOB are expected at 8:00 am (London time) on 16th November 2018.The Company expects that unconditional trading in the Shares and conditional trading in the GDRs on AIX Limited, the stock exchange of the Astana International Financial Centre (“AIX”) will commence on or about 14th November 2018, and unconditional trading in the GDRs on the AIX is expected to commence on or about the 19th November 2018.

Galymzhan Pirmatov, CEO of Kazatomprom, commented:

"The listing on the London Stock Exchange and Astana International Exchange represents a historic moment for Kazatomprom and the Republic of Kazakhstan. I am delighted with the local and international investor interest in our offering and welcome our new shareholders. They all understand the unique opportunity Kazatomprom represents as the world’s leading uranium producer, with the largest reserves and lowest quartile operating costs, which is strongly positioned to capitalize on the attractive long-term fundamentals of the uranium market. We look forward to sharing our success with all our shareholders.”

Offer Highlights:

 

  • The total size of the Offering on both the LSE and the AIX is US$451.3 million, assuming the exercise of the over-allotment option in full, or US$400.8 million, excluding the over-allotment option.
  • Inclusive in the Offering, 3.9 million Shares and 1.6 million GDRs representing in aggregate 2.1% of the Company’s share capital have been bought by institutional and retail investors in Kazakhstan through the facilities of AIX pursuant to the rules and regulations of the AIX (“AIX Offering”).
  • Samruk-Kazyna has granted the Managers (as defined below) an over-allotment option to purchase additional GDRs representing up to 15% of the GDRs sold in the Offering (excluding the portion sold in the AIX Offering) at the Offer price to cover over-allotments in connection with the Offering on the LSE. The number of GDRs sold (excluding the portion sold in the AIX Offering) shall therefore be 29.0 million excluding the over-allotment option and 33.4 million assuming the over-allotment option is exercised in full.
  • Following the Offering (assuming the over-allotment option is exercised in full) Samruk-Kazyna will own 85% of the Company’s share capital.
  • The Offering implies the Company’s market capitalisation at the commencement of dealings of US$3.0 billion.
  • There will be a lock-up period of 180 days for the Company and Samruk-Kazyna, in each case subject to certain customary exceptions.
  • The GDRs will be quoted in US$ on the LSE and on the AIX following their admission. The Shares will be quoted in KZT on the AIX following their admission.
  • The GDRs were made available to investors in US$. The Shares have been purchased by investors at the KZT equivalent of the Offer price equal to KZT 4,343.85 determined at the official exchange rate of the National Bank of the Republic of Kazakhstan of KZT 374.47 per US$ 1 as of 13 November 2018.  
  • Credit Suisse and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners in connection with the offering of GDRs on the London Stock Exchange; China International Capital Corporation, Halyk Finance and Mizuho International plc are acting as Joint Bookrunners; Numis Securities Limited is acting as a Co-Manager (together, the "Managers"). The AIX Offering is being led by Halyk Finance.

 

- Ends -

 

For further information, please contact:

 Kazatomprom Public Relations

Tel: +7 7172 45 80 63
Email: pr@kazatomprom.kz

Kazatomprom Investor Relations

Tel: +7 7172 45 81 80
Email: ir@kazatomprom.kz

Media Enquiries

Powerscourt  
Giles Read, Peter Ogden
Tel: +44 20 7250 1446
Email: Kazatomprom@powerscourt-group.com

A copy of this announcement will be made available at www.kazatomprom.kz.

 

About Kazatomprom

Kazatomprom is the world's largest producer of uranium, representing approximately 20% of total global uranium primary production in 2017. The Group benefits from the largest reserve base in the industry, with attributable uranium reserves of just under 300 ktU. Kazatomprom operates, through its subsidiaries, JVs and Associates, 26 deposits grouped into 13 mining assets, all of which are located in Kazakhstan. All of the Group's uranium deposits are suitable for ISR. A combination of the cost-efficient, low impact ISR technology and a long-life mining asset base allows the Group to remain sustainably among the leading and the lowest cost uranium producers globally.

As the national atomic company in the Republic of Kazakhstan, the Company has partnered with substantially all of the leading players in the uranium mining industry globally. The Group's primary customers are operators of nuclear generation capacity, and the principal export markets for the Group's products are China, South and Eastern Asia, North America and Europe. The Group sells uranium and uranium products under long-term contracts, short-term contracts, as well as in the spot market, directly from its headquarters or through its Switzerland-based trading subsidiary. For the year ended 31 December 2017 and the six months ended 30 June 2018, the Group's consolidated revenue was KZT336.5 billion and KZT145.0 billion, respectively, and profit was KZT139.2 billion and KZT115.0 billion, respectively.

For more information: http://www.kazatomprom.kz

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 investment activity, nor does it constitute an offer or invitation to buy 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, the Republic of 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 is not an offer for sale of any securities in the United States.  Securities 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 (the “U.S. Securities Act”).  JSC NAC Kazatomprom has not registered and does not intend to register any portion of any potential offering in the United States or to conduct a public offering of any securities in the United States.

This announcement is only being distributed to and is directed only at (i) persons who are outside the United Kingdom, or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (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.

Any offer of securities to the public that may be deemed to be made pursuant to this announcement in any EEA Member State that has implemented EU Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the “Prospectus Directive”) is addressed solely to qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Directive) in that Member State.

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 JSC NAC Kazatomprom 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 JSC NAC Kazatomprom are guaranteed whether explicitly or by any implication whatsoever.

None of Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, China International Capital Corporation Hong Kong Securities Limited, JSC Halyk Finance, Mizuho International plc and Numis Securities Limited (together, the "Banks") nor any of their respective affiliates, their respective directors, officers or 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 and their respective affiliates, their respective directors, officers or employees, and any other person acting on 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.

Credit Suisse Securities (Europe) Limited and J.P. Morgan Securities plc are authorised by the UK Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA. Each of the Banks is acting exclusively for the Company 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 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.

In connection with the Offering, Credit Suisse Securities (Europe) Limited (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other transactions with a view to supporting the market price of the GDRs at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the GDRs on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the GDRs above the Offer Price. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over- allotments made and/or stabilisation transactions conducted in relation to the Offering.

In connection with the Offering, the Stabilising Manager may, for stabilisation purposes, over-allot GDRs up to a maximum of 15 per cent. of the total number of GDRs comprised in the Offering (excluding the portion sold in the AIX Offering). For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the stabilising period, it is expected that Samruk-Kazyna will grant to the Stabilising Manager on behalf of the Banks, an option, pursuant to which the Stabilising Manager may purchase, or procure purchasers for, additional GDRs up to a maximum of 15 per cent. of the total number of GDRs comprised in the Offering (excluding the portion sold in the AIX Offering) (the "Over-allotment GDRs") at the Offer Price. The over-allotment arrangements may be exercised in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of conditional dealings in the GDRs on the London Stock Exchange. Any Over-allotment GDRs made available pursuant to the over-allotment arrangements will rank pari passu in all respects with the 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 being issued or sold in the Offering and will form a single class for all purposes with the other GDRs.

Certain statements in this announcement are not historical facts and are “forward looking” within the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934.  Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, plans or goals relating to development projects, financial position and future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and other information that is not historical information.  By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved.  Given these risks and uncertainties, be cautioned not to place undue reliance on such forward looking statements.  We do not intend and we do not assume any obligation to update any forward looking statement contained herein.

In addition, this announcement contains information concerning the Group's industry and its market and business segments generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which the industry, and the Group's market and business segments, will develop. These assumptions are based on information currently available to the Company. If any one or more of these assumptions turn out to be incorrect, actual market results may differ from those predicted. While the Company does not know what effect any such differences may have on the Group's business, if there are such differences, they could have a material adverse effect on the Group's future results of operations and financial condition.

Any subscription or purchase of Securities in the Offering should be made solely on the basis of information contained in the Price Range Prospectus published by  the Company in connection with the Offering.

The information in this announcement is subject to change. Before subscribing for or purchasing any Securities, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Price Range Prospectus published by  the Company in connection with the Offering. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Price Range Prospectus referred to herein, shall 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 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.

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 Price Range Prospectus referred to herein, constitutes a recommendation concerning a possible offer. The value of shares 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.

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