BTA Bank completes buyback of common shares from Samruk-Kazyna and terminates trust management agreement28.09.2015 15:36:26
28 September 2015, Almaty, Kazakhstan. JSC BTA Bank announces today on completion of buyback of 27,351,461,050 common shares representing 4.26% of outstanding common shares from JSC National Wealth Fund Samruk-Kazyna ("Fund", "Samruk-Kazyna") and on termination of the Trust management agreement ("Agreement") in respect these common shares.
Buyback of common shares and its conditions were approved by the Board of Directors of BTA on 5 January 2015 based on recommendations of the extraordinary general meeting of BTA shareholders after approval of KKB and BTA integration model by shareholders. The model envisaged transfer of assets and liabilities between parent bank (KKB) and subsidiary bank (BTA), and further exclusion of BTA from the banking system by returning the banking license and subsequent deconsolidation of KKB and BTA.
Buyback notice and conditions have been publicly announced on 6 January 2015. All shareholders of BTA were eligible to submit their shares for buyback. The Fund as BTA shareholder also participated in the share buyback on equal conditions with other shareholders.
As the Fund granted a grace period to BTA for payment on bought back shares till 1 July 2017, the issue of introduction of amendments to a standard Share Purchase and Sale Agreement used by BTA to buyback its common shares was submitted for consideration of the annual general meeting of BTA shareholders on 29 May 2015.
Buyback of shares was technically completed on 25 September 2015 upon approval of the extraordinary general meeting of BTA shareholders, issuance of Government Decree on the sale of BTA shares by the Fund, and other required internal corporate decisions and approvals for sale of BTA shares by the Fund.
Due to buyback of common shares from Samruk-Kazyna, the Trust Management Agreement signed on 31 January 2014 between KKB as Trustee and JSC Sovereign Wealth Fund "Samruk-Kazyna" ("Samruk-Kazyna", "Fund") as Trustor was terminated.
As a result, upon completion of buyback of BTA shares KKB holds voting rights with respect to 99.83% of BTA shares (increased from 95.54%). These shares have been transferred by KKB to trust management of its major shareholders, Mr. Kenes Rakishev and Mr. Nurzhan Subkhanberdin.