BTA Bank Restructuring Update31.10.2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, October 31, 2012 – “BTA Bank” JSC (the “Bank”) would like to announce that on October 25, 2012 it distributed separate notices of meetings to the holders of the following outstanding securities issued by the Bank: (i) Senior Notes due 2018; (ii) Original Issue Discount Notes due 2021; (iii) Subordinated Notes due 2025; (iv) Subordinated Notes due 2030; and (v) Recovery Units, in each case for the purpose of considering and passing extraordinary resolutions to approve the Restructuring Plan. Noteholder meetings are scheduled to take place on November 16, 2012.
The Bank also refers to the October 2, 2012 non-binding Term Sheet it entered into with various members of its creditors’ Steering Committee. The Term Sheet contemplated that the amount and form of the restructuring consideration to be delivered to holders of its Subordinated Notes would be determined by the Bank. The Bank would like to inform its stakeholders that in the forthcoming Restructuring the holders of its Dollar, Euro and Tenge Subordinated Notes due 2025 and 2030 will receive equity in the Bank (in form of common shares or GDRs representing such shares) in an amount representing a conversion of 2.5 per cent. of the nominal principal amount of such Notes; the balance of such holders’ claims will be cancelled. Further details of the conversion ratio will be contained in the Information Memorandum which will be published by the Bank in early November 2012 in connection with the Restructuring.
The Bank is pleased to announce its plan to conduct investor meetings in Asia, Europe and the United States to present the Bank’s Restructuring Plan and explain the actions to be taken by shareholders, GDR holders and noteholders for voting purposes to approve the Restructuring Plan. The Bank invites its shareholders, GDR holders and noteholders to contact firstname.lastname@example.org to express their interest in attending the meetings (specifying the preferred location), as per the following schedule (times and venues to be announced at a later date):
- 5 November 2012, Monday – Singapore
- 6 November 2012, Tuesday – Frankfurt
- 7 November 2012, Wednesday – Zurich
- 8 November 2012, Thursday – London
- 9 November, 2012, Friday – New York
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America. This document does not constitute an offer of securities for sale in the United States nor may the securities to be issued in the Restructuring be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register in the United States of America any portion of any such securities or to conduct a public offering of securities in the United States of America.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.