Notice of Settlement Instructions Sent to Euronoteholders28.07.2010
Terms used in this press release and defined in the Information Memorandum of JSC BTA Bank (the “Bank”) dated 1 May 2010, as supplemented, are used in this press release as so defined.
The Bank has today sent to Euronoteholders and holders of the CHF Notes (together the “Noteholders”) notices through Euroclear, Clearstream and DTC (the “Clearing Systems”) requesting them to submit Electronic Instructions to the Clearing Systems in relation to each series of Euronotes or the CHF Notes held by them. Such Electronic Instructions shall constitute the Settlement Instructions of the noteholders for the purposes of the Restructuring.
Further to enquiries from a number of Noteholders, BTA has decided that (contrary to the position set out in the Bank’s press release dated 20 July 2010) Noteholders will have the option to elect in their Electronic Instructions to receive their entitlements of Senior Notes and Subordinated Notes denominated in either U.S.Dollars or Kazakh Tenge and accordingly instruct the Trustee to amend its elections in the original Claim Forms. Claimants who are to receive Tenge-denominated New Notes, or who, as specified in the Notice of Settlement Instruments, can only receive Shares (and not GDRs), as part of their Entitlement must have an account with the Central Securities Depositary in Kazakhstan (the “KCD”). Details of such accounts must be provided to the Bank by Claimants in their Settlement Instructions. In addition (and as specified in further detail below), Claimants should note that payments of interest and principal in respect of Tenge-denominated New Notes cannot be made through Euroclear and Clearstream’s systems.
Where Noteholders fail to specifically state in their Electronic Instructions whether they wish to receive Senior Notes and Subordinated Notes denominated in Tenge or U.S. Dollars, they will be deemed to have elected to receive such notes denominated in U.S. Dollars.
The Bank has designated 5.00 pm (CET) on 13 August 2010 for Noteholders holding through Euroclear and Clearstream, and 5.00 pm (New York time) on 12 August 2010 for those holding through DTC as the Settlement Instructions Deadline. All Electronic Instructions must be received by this deadline. Should this deadline change Noteholders will be notified through the Clearing System and by an announcement on a Regulatory Information Service and on the Bank’s website at www.bta.kz/en/investor/.
The Bank has made arrangements with The Bank of New York Mellon, London Branch and Clearstream with respect to the Tenge New Notes and as part of those arrangements Clearstream has required that the Terms and Conditions of the Tenge New Notes address the fact that Tenge is not yet a full settlement currency in Clearstream. Accordingly, wording substantially to the following effect will be included in the Terms and Conditions of the Tenge New Notes:
- “Although the Notes in global form will be held by Clearstream, Luxembourg (“Clearstream”), payments of principal and interest on the Notes will be made outside of Clearstream. Euronoteholders must therefore have an account with the Central Securities Depositary of Kazakhstan in order to receive payments of principal and interest on the Notes and, by its acceptance of a Note, each Noteholder undertakes to inform any transferee of such Note of this requirement prior to transfer. Clearstream will not incur any liability to any Noteholder for any damage or loss any Noteholder may suffer or incur in the event that this undertaking is not complied with.”
Holders of Perpetual Securities
BTA Finance Luxembourg will submit Settlement Instructions in respect of the Claim Form it submitted on behalf of holders of the Perpetual Securities. The corresponding Entitlements will be delivered to the Registered Holder of the Perpetual Securities by BTA Finance Luxembourg for onward transfer to the Beneficial Holders.
Holders of the Perpetual Securities wishing to elect to receive Shares instead of GDRs will need to send Electronic Instructions to the Registered Holder in accordance with a notice to be sent to holders of the Perpetual Securities shortly.
Settlement Instructions for other Claimants
Claimants other than Noteholders do not need to take any action at this point. The Bank will in due course send a notice of Settlement Instructions to such other Claimants using the contact details set out in their Claim Form. The notice of Settlement Instructions will include each Claimant’s Entitlements and the form of Settlement Instructions which those Claimants will be required to complete and send directly to the Bank. The Bank expects to send these notices on or around 2 August 2010 and will issue a further press release on the date on which the notices are sent. Claimants will also be required to send Electronic Instructions containing the information set out in their Settlement Instructions to Clearstream account number 11252.
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