Pre-stabilisation notice
9 February 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Air Astana Joint Stock Company
Pre-Stabilisation Notice
Citigroup Global Markets Limited (Contact: Naveen Mittel +44 20 7986 2175) hereby gives notice that the Stabilising Manager named below and its affiliates may stabilise the offer of the following securities in accordance with the UK FCA Stabilisation Binding Technical Standards.
| Securities: | |
| Issuer: | Air Astana Joint Stock Company |
| Guarantor (if any): | N/A |
| Aggregate nominal amount: | Global Depositary Receipts ("GDRs") are denominated in U.S.$ with no nominal or par value. The offering size is 14,187,643 GDRs, excluding the over-allotment option. |
| Description: | GDRs representing common shares ("Shares") of the Issuer, with one GDR representing an interest in four Shares. ISIN for Regulation S GDRs: US0090632078 ISIN for Rule 144A GDRs: US0090631088 |
| Offer price: | U.S.$ 9.50 per GDR |
| Other offer terms: | The offering also includes an additional 7,533,109 GDRs to be sold on AIX (Astana International Exchange) and 60,393,877 Shares to be sold on AIX and KASE (Kazakhstan Stock Exchange). |
| Stabilisation: | |
| Stabilising Manager: | Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom |
| Stabilisation period expected to start on: | 9 February 2024 (with respect to Regulation S GDRs) and 14 February 2024 (with respect to Rule 144A GDRs) |
| Stabilisation period expected to end no later than: | 8 March 2024 (30 days after the proposed issue date of the securities) |
| Existence, maximum size and conditions of use of over-allotment facility: | The Stabilising Manager may over-allot the securities to the extent permitted in accordance with applicable law.
BAE Systems (Kazakhstan) Limited has granted to the Stabilising Manager the over-allotment option, pursuant to which the Stabilising Manager may purchase additional GDRs up to a maximum of 2,128,146 GDRs. The over-allotment option may be exercised in full or in part at any time during the stabilisation period. |
| Stabilisation trading venue: | London Stock Exchange |
In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.
If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") (or which has been approved by a competent authority in another Member State and notified to the competent authority that Member State in accordance with the Prospectus Regulation), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.
If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), this announcement and the offer are only addressed to and directed at persons in the UK who are qualified investors within the meaning of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK.
This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.