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EASTCOMTRANS LLP (A Limited Liability Partnership Incorporated Under the Laws of the Republic of Kazakhstan ) U.S.$100,000,000 7.75 Per Cent

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EASTCOMTRANS LLP (A Limited Liability Partnership Incorporated Under the Laws of the Republic of Kazakhstan ) U.S.$100,000,000 7.75 Per Cent EASTCOMTRANS LLP (a limited liability partnership incorporated under the laws of the Republic of Kazakhstan ) U.S.$100,000,000 7.75 per cent. Senior Secured Notes due 2018 Issue Price 98.986 per cent. The U.S.$100,000,000 7.75 per cent. Senior Secured Notes due 2018 (the “Notes ”) will be issued by Eastcomtrans LLP (the “Issuer ”). The Notes will be constituted under a trust deed to be entered into between US Bank Trustees Limited as trustee and security trustee (the “Trustee ”) and the Issuer on or around 22 April 2013 (the “ Trust Deed ”). The Notes will be subject, to and have the benefit of, the Trust Deed. Holders of the Notes will benefit from the security arrangements described in this Prospectus (“ Prospectus ”). See “ Description of the Security ” for a further description of the security arrangements. The Issuer will pay interest on the Notes at an annual rate equal to 7.75 per cent. of their outstanding principal amount. Interest on the Notes is payable semi-annually in arrear on 22 April and 22 October of each year, commencing on 22 October 2013. Payments on the Notes will be made without withholding or deduction for or on account of taxes, unless such withholding or deduction is required by law. In the event of any withholding or deduction for or on account of taxes of the Republic of Kazakhstan, the Issuer will, subject to certain exceptions and limitations, pay additional amounts to the holder of any Note to the extent described under “Terms and Conditions of the Notes - Taxation”. The Issuer may redeem the Notes in whole but not in part at 100 per cent. of the principal amount thereof, plus accrued and unpaid interest, in the event of certain taxation changes and otherwise as described under “Terms and Conditions of the Notes - Redemption and Purchase - Redemption for Tax Reasons”. The Issuer may also redeem the Notes, in whole or in part, at any time, having given not less than 30 days’ notice to Noteholders, at their principal amount plus the Make Whole Premium (as defined in Condition 6.4(b) of the Notes ), together with accrued interest to the redemption date (see Condition 6.4 of the Notes (“Terms and Conditions of the Notes - Redemption and Purchase - Optional Redemption at Make Whole”)). Upon certain Change of Control (as defined in Condition 20 of the Notes) events, each of the Noteholders shall have the right to exercise its Change of Control Put Option (as defined in Condition 6.3 of the Notes) in respect of all or part of its Notes, following which the Issuer shall redeem the Notes in relation to which the Change of Control Put Option shall be exercised at 101 per cent. of the principal amount thereof, together with accrued interest to the redemption date (“ Term and Conditions of the Notes - Redemption and Purchase - Redemption upon a Change of Control ”). The Notes constitute direct, senior, secured (in the manner described in Condition 2) and unsubordinated (subject to Condition 4.7) obligations of the Issuer and shall at all times rank pari passu and rateably without any preference among themselves. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE THE SECTION OF THIS PROSPECTUS ENTITLED “RISK FACTORS” BEGINNING ON PAGE 6 OF THIS PROSPECTUS. This Prospectus constitutes a “prospectus” for the purposes of the Directive 2003/71/EC (the “ Prospectus Directive ”) as amended (which includes the amendments made by Directive 2010/73/EU (the “ 2010 PD Amending Directive ”). This Prospectus has been submitted for approval to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (“ FSMA ”) (the “ UK Listing Authority ”) and as competent authority under the Prospectus Directive. Application has been made to the UK Listing Authority for the Notes to be admitted to the official list of the UK Listing Authority (the “Official List ”) and to the London Stock Exchange plc (the “ London Stock Exchange ”) for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “ Regulated Market ”). The Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. No certainty can be given that the application will be granted. Furthermore, admission of the Notes to the Official List and trading on the Regulated Market is not an indication of the merits of the Issuer or the Notes. References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Regulated Market. There can be no assurance that a trading market in the Notes will develop or be maintained. In addition, application has been made for the consent of the Kazakhstan Stock Exchange (the “ KASE ”) for the admission of the Notes to the “rated debt securities” category of the official list of the KASE. On 15 March 2013, the KASE granted its consent for the admission of the Notes to the “rated debt securities” category of the official list of the KASE. It is expected that the admission of the Notes to the “rated debt securities” category of the official list of the KASE will become effective on 23 April 2013. In addition, no Notes may be issued or placed without the prior permission of the Committee for the Control and Supervision of the Financial Market and the Financial Organisations of the National Bank of the Republic of Kazakhstan (the “FMSC ”) for issue and placement and listing abroad of the Notes (the “ FMSC Permission ”). FMSC permission has been granted in relation to the Notes. Simultaneously with the commencement of the placement of the Notes outside the Republic of Kazakhstan, not less than 20 per cent. of the Notes must be offered and placed on the KASE on terms substantially similar to the offer of the Notes outside the Republic of Kazakhstan. If there is not sufficient investor interest to take up all or part of the above-mentioned 20 per cent. of the Notes in the Republic of Kazakhstan, then all or any remaining part of those Notes (after take-up by investors in the Republic of Kazakhstan) may be offered and placed outside the Republic of Kazakhstan. THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE NOTES ARE BEING OFFERED OUTSIDE THE UNITED STATES BY THE MANAGERS (AS DEFINED HEREIN) IN ACCORDANCE WITH REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. The Notes will be issued in registered form in the denomination of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by a global registered note certificate (the “ Global Note Certificate ”) registered in the name of the nominee for, and deposited with, the common depositary for Euroclear Bank SA/NV (“ Euroclear ”) and Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ”). Individual note certificates (“ Note Certificates ”) evidencing holdings of Notes will only be available in certain limited circumstances. See “ Overview of Provisions of the Notes while in Global Form ”. The Notes are expected upon issue to be rated B3, Stable by Moody’s Investors Service Limited (“ Moody’s ”) and B, Stable by Fitch Ratings CIS Limited (“ Fitch ”). The Issuer’s long-term foreign and local currency issuer default rating and national long-term rating by Fitch is ‘B’ and ‘BB(kaz)’, respectively. The Issuer’s corporate family rating, probability of default rating and national scale rating by Moody’s is B3, B3-PD and B3.kz, respectively. Each of Moody’s and Fitch is established in the European Community and registered under Regulation (EC) No 1060/2009 on credit rating agencies (the “ CRA Regulation ”). The list of credit rating agencies registered in accordance with the CRA Regulation is available on the European Securities and Market Authority’s website (http://www.esma/europa.eu/popup2/php?id=7692 ). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Joint Lead Managers BNP PARIBAS HSBC Kazakhstan Manager JSC Kazkommerts Securities The date of this Prospectus is 18 April 2013 IMPORTANT INFORMATION ABOUT THE OFFERING For information about the Issuer , this offering (the “Offering ”) and the terms and conditions of the Notes, you should rely only on the information contained in this Prospectus. BNP Paribas, HSBC Bank plc (together, the “Joint Lead Managers”), JSC Kazkommerts Securities (the “Kazakhstan Manager”, and together with the Joint Lead Managers, the “Managers”), the Issuer and U.S. Bank Trustees Limited (the “Trustee”) have not authorised any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that, unless otherwise indicated, the information appearing in this Prospectus is accurate as of the date of this Prospectus only. The Issuer’s business, financial condition, results of operations and the information set forth in this Prospectus may have changed since that date. THE NOTES ARE OF A SPECIALIST NATURE AND SHOULD ONLY BE BOUGHT AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. AN INVESTMENT IN THE NOTES IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF ALL OR PART OF THE INVESTMENT.
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