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19.02.10
Option Election Deadline Extension 1 March 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
JSC ALLIANCE BANK PROVIDES ADDITIONAL INFORMATION TO CLAIMANTS WITH RESPECT TO ITS RESTRUCTURING AND EXTENDS THE DEADLINE FOR MAKING OPTION ELECTIONS TO 1 MARCH 2010
19 February 2010
JSC Alliance Bank (the “Bank”), in response to a number of requests received regarding the Bank’s Restructuring, wishes to provide Claimants with some additional information with respect to Unallocated Cash and how equity in the Bank can be held by Euronoteholders that are U.S. residents. Reference is made to the Bank’s Information Memorandum dated 5 November 2009 (the “Information Memorandum”) and the Supplemental Information Memorandum dated 24 November 2009 (the “Supplemental Information Memorandum”), copies of which can be obtained (subject to certain restrictions) from the Bank’s websites at www.albinvestorrelations.com and www.alb.kz. Claimants are advised to read this press release in conjunction with the Information Memorandum and the Supplemental Information Memorandum. Terms used in this press release and defined in the Information Memorandum and the Supplemental Information Memorandum are used herein as so defined.
Unallocated Cash
In accordance with paragraph 5.3 of Annex 1 to Schedule 1 of the Information Memorandum and Condition 8(d) (Application of Further Amounts) of the Discount Notes and Par Notes set out in Schedule 2 of the Supplemental Information Memorandum, Unallocated Cash will be used to reduce pro rata the outstanding principal amounts of the Discount Notes and Par Notes, in proportion to the Designated Financial Indebtedness allocated to the Discount Notes and Par Notes respectively.
An amended Reallocation Model has been posted on the Bank’s websites to reflect this and facilitate the understanding of the manner in which Unallocated Cash will be applied. The amended Reallocation Model aims to help Claimants to better understand the reallocation risk associated with their Option election. The amended Reallocation Model has been prepared solely for illustrative purposes for the convenience of Claimants and does not supersede or modify in any respect the Restructuring Plan or the Allocation and Reallocation of Claims Mechanism (which is set forth in the Information Memorandum) and does not reflect all possible reallocations. No assurance can be given that the allocation produced by the amended Reallocation Model will be the allocation Claimants will ultimately receive.
How equity in the Bank can be held by U.S. residents?
This information is primarily directed at Euronoteholders that are U.S. residents.
U.S. residents that are QIBs will receive Shares in the form of GDRs subject to customary transfer restrictions applicable to securities available for resale under Rule 144A. U.S. residents that are Accredited Investors will not receive Shares in the form of GDRs. “QIB” means a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended, and “Accredited Investor” means an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
In order to receive Shares, Accredited Investors must have an account with a broker or custodian in Kazakhstan that holds an account with the Kazakhstan Central Securities Depository and will be required to enter into a separate agreement with the Bank regarding restrictions on transfer of their Shares.
Euronoteholders that are not U.S. residents will receive Shares in the form of GDRs and the restrictions described above are of concern to U.S. residents only.
Notices were sent to Euronoteholders through the Clearing Systems on or about 16 February 2010 explaining this in detail.
New Deadline for Making Option Elections is 1 March 2010
As a consequence of the publication of this additional information, the Bank wishes to give Claimants additional time to complete their Option elections. Claimants now have until 11.00 am (London time) (5.00 pm in Almaty) on 1 March 2010 (the “Option Election Date”) to submit an Option Election Form or Electronic Instruction (in the case of Euronoteholders) or to revise an Option Election Form or Electronic Instruction previously submitted.
In relation to any Claimant who fails to submit an Option Election Form or Electronic Instruction, as the case may be, by this amended deadline the Bank reserves the right to allocate to such Claimant only equity in the Bank as consideration for the cancellation of its Claim.
Any Claimant that wishes to amend or submit a new Option Election Form should contact the Bank as follows:
Contact: Victoria Tyo
Tel: +7 727 258 4040 extension 52432
Fax: +7 727 259 8071
Email: gardenia.collection@alb.kz
Contrary to instructions contained in the Notice of Option Election and the Notice of Settlement sent to Euronoteholders on or about 22 January 2010, any Euronoteholder that wishes to revoke or amend an existing Electronic Instruction may do so and should contact The Bank of New York Mellon, London Branch as follows:
Contact: Corporate Trust Events Administration
Tel: +44 207 964 4958
Fax: +44 207 964 2356
Email: eventsadmin@bnymellon.com
The Bank very much appreciates the strong support shown by its creditors during this difficult time and looks forward to the successful completion of its restructuring.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America. The materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States of America or to conduct a public offering of securities in the United States of America.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
For further information, please contact:
Investor Relations
Tel. +7 (727) 258 40 40
E-mail: investorrelations@alb.kz,
www.albinvestorrelations.com
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