BTA Bank Announces Major Transaction29.05.2015 17:13:25
29 May 2015, Almaty, Kazakhstan - JSC BTA Bank ( "BTA"), today announces the simultaneous transfer of assets and liabilities between Bank and JSC Kazkommertsbank ("KKB"), the KKB's subsidiary. The deal constitutes a major transaction and was approved by the Board of Directors on 26 May 2015.
The transaction will take place after the Agreement on the Simultaneous Transfer of Assets and Liabilities ("The Agreement") is approved by the National Bank of Kazakhstan and the announcement on transaction is published in line with article 61-4 of the Law on Banks. KKB and BTA plan to sign the Agreement on 20 June 2015, subject to receiving the necessary approval.
Under the Agreement:
- BTA will transfer total assets (book value) of KZT 413,337,489,004*, including cash assets of KZT 31,069,152,000* to KKB;
- KKB will transfer total assets (book value) of KZT 1,171,671,682,766* to BTA;
- BTA will transfer total liabilities (book value) of KZT 383,148,900,356* to KKB;
- The net book value of the KKB assets to be transferred to BTA exceeds the net book value of the BTA assets to be transferred to KKB by KZT 1,141,483,094,117 ("The Debt"). The Debt, including any possible adjustments within six (6) months from the effective date of the Agreement, is to be repaid by BTA using the loan provided by KKB.
* as of 01 March 2015
The assets were valued at fair market value on 31 August 2014 and 01 March 2015. The next valuation is to take place on the actual date of the transfer.
Taking into account the nature of the transferred assets, the Agreement requires:
- To undertake reconciliation of transferred assets and liabilities, evaluate any changes/ adjustments in assets and liabilities, and identify/evaluate assets and liabilities as of the actual date of the transfer;
- To conduct an independent valuation of the BTA and KKB assets transferred under the Agreement within three (3) business days after the reconciliation to determine the fair market value of the assets; and
- To make necessary counter claims adjustments taking into account the value estimated by the independent valuator and to submit the adjusted balance for approval of the Board of Directors of KKB and BTA. The adjusted balance of counter claims shall include: the market value of the BTA assets transferred to KKB estimated by the independent valuator; the amount of cash transferred to KKB by BTA; the market value of the KKB assets transferred to BTA estimated by the independent valuator; the total book value of BTA liabilities transferred to the Bank, and the adjusted amount of BTA's Debt.
The adjusted balance of counter claims is to be submitted to the Board of Directors of KKB and BTA for approval, and added as an Addendum to the Agreement.
The percentage share of property (the subject of this transaction) to the Bank's total assets is around 41.2%, subject to the results of reconciliation, revaluation of the transferred assets and approval of the balance of counter claims by the Board of Directors of KKB and BTA.