Important Notice
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IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the Swiss issuing and listing Prospectus (the “Prospectus”) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuer, the Guarantors (as each term is defined in the Prospectus), Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch, ITI Capital Limited and JSC Halyk Finance, as a result of such access. NOTHING IN THE FOLLOWING PROSPECTUS CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES AND THE GUARANTEES (TOGETHER, THE “SECURITIES”) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THESE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE NOTES DESCRIBED IN THE ATTACHED PROSPECTUS. The Astana International Exchange (“AIX”) does not accept responsibility for the content of the information included in this Prospectus including the accuracy or completeness of such information. Liability for the Prospectus lies with the Issuer and other persons such as Experts whose opinions are included in the Prospectus with their consent. Nor has the AIX assessed the suitability of the securities to which the Prospectus relates for any particular investor or type of investor. If you do not understand the content of this Prospectus or are unsure whether the securities are suitable for your individual circumstances, you should consult an authorised financial advisor. PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); or (ii) a customer within the meaning of Directive 2002/92/EC (“IMD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”). Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Manufacturer target market (MiFID II product governance) is eligible counterparties, professional clients and non-EEA retail clients (all distribution channels). No PRIIPs key information document has been prepared as not available to retail in EEA. Confirmation of your representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, investors must be outside the United States and not be a U.S. person (within the meaning of Regulation S under the Securities Act). By accepting the e-mail and accessing this Prospectus, you shall be deemed to have represented to the Issuer, the Guarantors, Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch, ITI Capital Limited and JSC Halyk Finance that you are not in the United States or a U.S. person; the e-mail address that you have given to us and to which this e- mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States or the District of Columbia; and that you consent to delivery of such Prospectus by electronic transmission. Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction or under any circumstances in which such offer, solicitation or sale is not authorised or would be unlawful. Recipients of this Prospectus who intend to subscribe for or purchase Notes are reminded that any subscription or purchase may only be made on the basis of the information contained in the final Prospectus. The Prospectus may only be distributed to, and is directed at (a) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons into whose possession this Prospectus may come are required by the Issuer, the Guarantors and the Joint Lead Managers to inform themselves about and to observe such restrictions. Further information with regard to restrictions on offers, sales and deliveries of the Notes and the distribution of this Prospectus is set out under “Subscription and Sale.” If a jurisdiction requires that the offering be made by a licensed broker or dealer and Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch and ITI Capital Limited (together, the “Joint Bookrunners”) or JSC Halyk Finance (together with the Joint Bookrunners, the “Joint Lead Managers”) or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Lead Managers or such affiliate on behalf of JSC “National Company “Kazakhstan Temir Zholy” in such jurisdiction. This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Joint Lead Managers or any person who controls any of them or their respective directors, officers, employees, agents or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. JOINT STOCK COMPANY “NATIONAL COMPANY “KAZAKHSTAN TEMIR ZHOLY” CHF 170,000,000 3.25% Notes due 2023 Issue Price: 100% Guaranteed by: JOINT STOCK COMPANY “KAZTEMIRTRANS” JOINT STOCK COMPANY “KTZ-FREIGHT TRANSPORTATION” JOINT STOCK COMPANY “PASSENGER TRANSPORTATION” JOINT STOCK COMPANY “VAGONSERVICE” JOINT STOCK COMPANY “SUBURBAN TRANSPORTATION” Issuer ................................. Joint Stock Company “National Company “Kazakhstan Temir Zholy”, a joint stock company organised in the Republic of Kazakhstan, operating under business identification number 020540003431, having its registered office at 6 Konaev Street, Astana 010000, Republic of Kazakhstan (the “Issuer” or the “Company”). Guarantors ....................... Joint Stock Company “Kaztemirtrans”, a joint stock company organised in the Republic of Kazakhstan, with business identification number 031040000572, having its registered office at 10 Konaev Street, Astana 010000, Republic of Kazakhstan; Joint Stock Company “KTZ-Freight Transportation”, a joint stock company organised in the Republic of Kazakhstan, with business identification number 031040001799, having its registered office at 6 Konaev Street, Astana 010000, Republic of Kazakhstan; Joint Stock Company “Passenger Transportation”, a joint stock company organised in the Republic of Kazakhstan, with registration number 11894-1901-AO and business identification number 020540000922, having its registered office at 6 Konaev Street, Astana 010000, Republic of Kazakhstan; Joint Stock Company “Vagonservice”, a joint stock company organised in the Republic of Kazakhstan, with registration number 15605-1901-AO and business identification number 040240005450,