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U.S.$400,000,000 Kazkommerts International B.V. Jsc

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U.S.$400,000,000 Kazkommerts International B.V. Jsc OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES U.S.$400,000,000 KAZKOMMERTS INTERNATIONAL B.V. 7.875 per cent. Senior Notes due 2014 Unconditionally and Irrevocably Guaranteed by JSC KAZKOMMERTSBANK Kazkommerts International B.V. (the ‘‘Issuer’’), a finance company incorporated in The Netherlands, is offering Notes which will bear interest at a rate of 7.875 per cent. per year. Interest on the Notes is payable on 7 April and 7 October of each year, beginning on 7 October 2004, and the Notes will mature on 7 April 2014. The Notes are not redeemable prior to maturity, other than following the occurrence of certain changes in applicable tax laws. The Issuer is wholly owned by JSC Kazkommertsbank (the ‘‘Bank’’ or the ‘‘Guarantor’’), a joint stock company incorporated in the Republic of Kazakhstan. The Guarantor will unconditionally and irrevocably guarantee the due and punctual payment of all amounts at any time becoming due and payable in respect of the Notes. The Notes and the Guarantee will not be secured by any collateral, and will rank equally in right of payment to all existing and future unsecured and unsubordinated obligations of the Issuer and the Guarantor, respectively. The Notes and Guarantee will be effectively subordinated to the Bank’s obligations secured by assets. Application has been made to list the Notes on the Luxembourg Stock Exchange. After issue, application will be made to list the Notes on the Kazakhstan Stock Exchange. Investing in the Notes involves risks. See ‘‘Risk Factors’’ beginning on page 9. The Notes have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws. Accordingly, the Notes are being offered and sold only to persons who are ‘‘qualified institutional buyers’’ pursuant to Rule 144A under the Securities Act and outside the United States only to non- U.S. persons in accordance with Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes, see ‘‘Notice to Investors.’’ Price: 99.15 per cent. plus accrued interest, if any, from 7 April 2004. The Joint Lead Managers expect to deliver to purchasers book-entry interests in the Notes offered and sold pursuant to Regulation S through the facilities of Euroclear Bank S.A./N.V. and Clearstream Banking, socie´te´ anonyme and book-entry interests in the Notes offered and sold pursuant to Rule 144A through the facilities of the Depository Trust Company, in each case on or about 7 April 2004. Joint Bookrunners Citigroup ING Alpha Bank Parex Bank 6 April 2004 Prospective investors should rely only on the information contained in this offering memorandum. Neither the Bank nor the Issuer has authorised anyone to provide prospective investors with any information other than in this offering memorandum. The Bank and the Issuer are not, and managers named under ‘‘Subscription and Sale’’ (the ‘‘Managers’’) are not, making an offer of these securities in any jurisdiction where the offer is not permitted. Prospective investors should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front of this offering memorandum. Having made all reasonable inquiries, the Bank and the Issuer confirm that this offering memorandum contains all information with regard to each of them, the Notes and the Guarantee which is material in the context of the issue and offering of the Notes and the giving of the Guarantee, that the information contained in this offering memorandum is true and correct in all material respects and is not misleading, that the opinions, expectations and intentions expressed herein are true and honestly held and that there is no other fact or matter omitted from this offering memorandum (i) which was or is necessary to enable investors and their investment advisers to make an informed assessment of the Bank’s assets and liabilities, financial position, profits and losses and prospects of and of an investment in the Notes or (ii) the omission of which made or makes any statement herein misleading in any material respect or (iii) in the context of the issue and offering of the Notes was or is material for disclosure herein. The Bank and the Issuer accept responsibility for the information contained in this offering memorandum. This offering memorandum has been prepared by the Bank and the Issuer solely for use in connection with the proposed offering of the securities described in this offering memorandum. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire securities. Distribution of this offering memorandum to any other person other than the prospective investor and any person retained to advise such prospective investor with respect to its purchase is unauthorised, and any disclosure of its contents, without the prior written consent of the Bank and the Issuer, is prohibited. Each prospective investor, by accepting delivery of this offering memorandum, agrees to the foregoing and to make no photocopies of this offering memorandum or any documents referred to in this offering memorandum. Notwithstanding the foregoing, the Luxembourg Stock Exchange is authorised to make copies of this offering memorandum and to distribute such copies. The Managers make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the Managers as to the past or future. The Bank and the Issuer have furnished the information contained in this offering memorandum. The Managers have not independently verified any of the information contained herein (financial, legal or otherwise) and assume no responsibility for the accuracy or completeness of any such information. The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933 and the applicable state securities laws pursuant to registration or exemption therefrom. Prospective purchasers should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. See the sections in this offering memorandum entitled ‘‘Subscription and Sale’’ and ‘‘Form of Notes and Transfer Restrictions.’’ In making an investment decision, prospective investors must rely on their own examination of the Bank and the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in this offering memorandum as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or regulations. In this offering memorandum, the Bank and the Issuer relied on and refer to information and statistics regarding the banking industry in Kazakhstan. The Bank and the Issuer obtained this market data from independent industry publications or other publicly available information. Although the Bank and the Issuer believe that these sources are reliable, they have not independently verified and do not guarantee the accuracy and completeness of this information. i This offering memorandum contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors upon request. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (‘‘RSA’’) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OR, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. ii TABLE OF CONTENTS Available Information . iv Third Party Information. iv Presentation of Financial and other Information . iv Forward-Looking Statements . v Summary . 1 Risk Factors . 9 The Issuer . 15 Use of Proceeds. 17 Exchange Rates and Exchange Controls . 17 Capitalisation . 19 Selected Financial and Other Information . 20 Management’s Discussion and Analysis of Results of Operations and Financial Condition. 24 Description of Business . 46 Industry Overview . 54 Selected Statistical and Other Information . 55 Management . 71 Transactions with Related Parties . 75 Principal Shareholders . 76 Regulation of the Banking Sector in Kazakhstan . 78 Terms and Conditions of the Notes. 80 Form of Notes and Transfer Restrictions. 95 Subscription and Sale. 100 Taxation . 104 Enforcement of Foreign Judgments . 109 Legal Matters . 109 Independent Accountants . 109 General information. 110 Index to Financial Statements. F-1 Annex A–Republic of Kazakhstan . A-1 In connection with the offering Citigroup Global Markets Limited may, on behalf of the Managers, effect transactions that stabilise or maintain the market price of the Notes at levels above those that might otherwise prevail in the open market.
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