Kazakhstan Kagazy Plc (A Public Company Incorporated Under the Laws of the Isle of Man)
Total Page：16
File Type：pdf, Size：1020Kb
Kazakhstan Kagazy plc (a public company incorporated under the laws of the Isle of Man) Offer of up to 55,000,000 GDRs and admission to listing on the Official List and to trading on the London Stock Exchange Offer Price: US$5.00 per GDR This prospectus relates to the initial offering (the ‘‘Offer’’) of 48 million shares (‘‘Shares’’) of Kazakhstan Kagazy plc, a public company incorporated under the laws of the Isle of Man (the ‘‘Company’’ and, including its consolidated subsidiaries if the context requires, ‘‘we’’, ‘‘us’’, ‘‘our’’ or the ‘‘Group’’), each with a par value of US$0.10, in the form of global depositary receipts (‘‘GDRs’’), each representing one Share. The Shares will be newly issued by the Company. In addition, the Company has granted ING Bank N.V., London Branch (‘‘ING’’ or the ‘‘Lead Manager’’) an option to purchase up to 7 million additional Shares, in the form of GDRs, at the Offer Price (as defined below) less selling, underwriting and management commissions (the ‘‘Over-allotment Option’’). The option is exercisable for 30 days from the announcement of the Offer Price to effect stabilisation. There is currently no market for the GDRs or the Shares. Application has been made (i) to the UK Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (as amended) for the GDRs to be admitted to the Official List of the UK Listing Authority (the ‘‘UKLA’’) and (ii) to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for the GDRs to be admitted to trading under the symbol ‘‘KAG’’ on the London Stock Exchange’s regulated market for listed securities and to be quoted on the London Stock Exchange’s International Order Book. Conditional dealings in the GDRs are expected to commence on the London Stock Exchange on 19 July 2007. Application has also been made to have the Rule 144A GDRs designated as eligible for trading on the PORTALTM Market of the NASDAQ Stock Market, Inc. (‘‘PORTAL’’). It is expected that the GDRs will be issued and admitted, and that unconditional dealings in the GDRs will commence, on the London Stock Exchange on or about 25 July 2007 (the ‘‘Closing Date’’). Our application to the UK Financial Services Authority covers the listing of up to 55 million GDRs, consisting of 48 million GDRs to be issued in the Offer and up to 7 million additional GDRs to be issued pursuant to the exercise of the Over-allotment Option, if any. All dealings before the commencement of unconditional dealings will be on a ‘‘when issued’’ basis and will be of no effect if the admission does not take place. Such dealings will be at the sole risk of the parties concerned. This document has not been, and does not need to be, approved by the Isle of Man Financial Supervision Commission or any other governmental or regulatory authority in or of the Isle of Man. INVESTMENT IN THE GDRS INVOLVES A HIGH DEGREE OF RISK. See ‘‘Risk Factors’’ beginning on page 7. The GDRs are of a specialist nature and should only be bought and traded by sophisticated investors who fully appreciate the significance of the risks involved. The Shares and the GDRs have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the ‘‘Securities Act’’), and may not be offered or sold within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The GDRs are being offered outside the United States in offshore transactions in reliance on Regulation S under the Securities Act and within the United States to ‘‘qualified institutional buyers’’ (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A under the Securities Act (‘‘Rule 144A’’). The GDRs offered hereby are offered severally by the Manager as named in ‘‘Subscription and Sale’’ when, as and if delivered to and accepted by the Lead Manager and subject to its right to reject orders in whole or in part. The Regulation S GDRs will be evidenced by a Master Regulation S Global Depositary Receipt (the ‘‘Master Regulation S GDR’’) registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York, London branch, as common depositary for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking S.A. (‘‘Clearstream, Luxembourg’’). The Rule l44A GDRs will be evidenced by a Master Rule l44A Global Depositary Receipt (the ‘‘Master Rule l44A GDR’’ and, together with the Master Regulation S GDR, the ‘‘Master GDRs’’) registered in the name of Cede & Co., as nominee for The Depository Trust Company (‘‘DTC’’) in New York. It is expected that delivery of the GDRs will be made on the Closing Date through Euroclear and Clearstream, Luxembourg with respect to the GDRs offered pursuant to Regulation S and through DTC with respect to the GDRs offered pursuant to Rule 144A. Except as set forth herein, investors may hold beneficial interests in and transfer the GDRs only through DTC, Euroclear or Clearstream, Luxembourg and their direct and indirect participants, as applicable. Transfers within DTC, Euroclear and Clearstream, Luxembourg will be in accordance with the usual rules and operating procedures of the relevant system. Global Co-ordinator, Bookrunner and Lead Manager ING 19 July 2007 This document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules of the Financial Services Authority made under section 73A FSMA, and has been filed with the Financial Services Authority and has been made available to the public as required by section 3.2 of the Prospectus Rules. The Shares to be issued and made available pursuant to the Offer in the form of GDRs will, following the Closing Date, rank pari passu in all respects with the other issued Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the issued Shares after the Closing Date. The Company accepts responsibility for the information contained in this prospectus, and having taken all reasonable care to ensure that such is the case, the information contained in this prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Lead Manager is acting for us and no one else in connection with the Offer, and will not be responsible to anyone other than to us for providing the protections afforded to its clients, or for providing advice in relation to the Offer or any transaction or arrangement referred to in this prospectus. The distribution of this prospectus and the offer of the GDRs in certain jurisdictions may be restricted by law. The Lead Manager reserves the right to reject any offer to purchase the GDRs in whole or in part and to sell to any prospective investor less than the full amount of the GDRs sought by such investor. No action has been or will be taken by us, our current shareholders, the Lead Manager or any other person to permit a public offering of the GDRs or the Shares or to permit the possession or distribution of this prospectus (or any other offering or publicity materials or application form(s) relating to the GDRs or the Shares) in any jurisdiction where action for that purpose may be required. This prospectus is confidential. You are authorised to use this prospectus solely for the purpose of considering the purchase of GDRs in the Offer. The information in this prospectus has been furnished solely for the purpose of enabling prospective investors to consider the purchase of GDRs. You acknowledge and agree that neither the Lead Manager nor any of its affiliates or advisers makes any representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this prospectus is, or shall be relied upon as, a promise or representation by the Lead Manager. This prospectus may not be reproduced or distributed, in whole or in part, and none of the contents of this prospectus may be disclosed or any information herein used for any purpose other than considering an investment in the GDRs. You agree to the foregoing by accepting delivery of this prospectus. Accordingly, neither this prospectus nor any advertisement nor any other offering or publicity materials or application form(s) may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. The Offer and the distribution of this prospectus are subject to the restrictions set out in the section entitled ‘‘Transfer Restrictions’’. Prospective investors should rely only on the information in this prospectus. No person has been authorised to give any information or make any representations, express or implied, other than those contained in this prospectus and, if given or made, such information or representations must not be relied on as having been authorised by us, by the Lead Manager or our affiliates, advisers or selling agents. Without prejudice to any obligation to publish a supplementary prospectus pursuant to section 87G of FSMA and paragraph 3.4 of the Prospectus Rules, neither the delivery of this prospectus nor any subscription or purchase of GDRs or Shares made pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs or the affairs of our subsidiaries and subsidiary undertakings from time to time since, or that the information contained herein is correct at any time subsequent to, the date of this prospectus.