BTA Bank Publishes Information Memorandum for Its Restructuring; Claimants’ Meeting to Approve the Plan on 5 December 201209.11.2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, 9 November 2012 – “BTA Bank” JSC (the “Bank”) is pleased to announce that it will be holding a meeting of certain of its financial creditors (the “Claimants’ Meeting”) on 5 December 2012 to approve the Bank’s Restructuring Plan. The Bank has published an Information Memorandum dated 8 November 2012 which contains detailed information about the Restructuring Plan as well as describing the procedures for creditors to vote on the Restructuring Plan and submit claims. Please note that Noteholders do not need to submit claims or vote in person at the meeting. That will be done through the voting process for the already announced Noteholders’ Meetings. The Information Memorandum is available (subject to certain restrictions) on the Bank’s website at www.bta.kz/en/investor.
Under the Restructuring Plan, the claims of certain of the Bank’s financial creditors will be cancelled or restructured, in consideration of which most creditors will receive a combination of cash and new securities of the Bank and Lenders under the Bank’s Revolving Committed Trade Finance Facility will enter into an amended and restated agreement. Details of the terms of the new securities are contained in the Information Memorandum.
The Restructuring Plan requires the approval of creditors holding two-thirds of the indebtedness subject to the Restructuring. The Bank has issued notices of meetings of holders of its debt securities (“Noteholders”) to be held on 16 November 2012. Noteholders will be asked to pass extraordinary resolutions to approve the Restructuring Plan and instruct the Trustee to vote on their behalf at the Claimants’ Meeting. If the original Noteholders’ Meetings are not quorate, adjourned Noteholders’ Meetings will be held on 30 November 2012.
The Bank has also called a General Shareholders’ Meeting to approve the Restructuring Plan to be held on 3 December 2012. Holders of the Bank’s GDRs should complete and return forms of proxy to the Depositary to instruct the Depositary how to vote on their behalf at the General Shareholders’ Meeting
Instructions as to participation in the Meetings are set out in the Information Memorandum.
Noteholders and GDR Holders who have not yet received notice of their respective Noteholders’ Meetings or General Shareholders’ Meeting are advised to contact their custodian or other direct participant in Euroclear or Clearstream. The notices to Noteholders and GDR Holders contain instructions as to the Noteholders’ Meetings and General Shareholders’ Meeting and steps to be taken by Noteholders and GDR Holders.
Claim Forms and Forms of Proxy in respect of the Claimants’ Meeting, as well as proxy forms for GDR holders can be found (subject to certain restrictions) on the Bank’s website at www.bta.kz/en/investor.
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.