BTA Bank Confirms Next Steps in the Restructuring Process23.06.2010
Following the successful approval of the Restructuring Plan of JSC BTA Bank (the “Bank”) at the Claimants’ Meeting held on 28 May 2010, the Bank is pleased to provide details of the next steps to be taken in the process leading up to the final completion of the Restructuring.
The Bank will shortly be sending summaries of all the Claim Forms (“Summaries” and each a “Summary”) received to all Claimants. The Summaries will be based on the information submitted by Claimants in their Claim Forms, and will identify areas on the Claim Forms which were incorrectly completed by the relevant Claimants. For example, the Bank received a number of Claim Forms which included elections/choices which are not available to the Claimant under the terms of the Information Memorandum or were otherwise incorrectly completed by the Claimant in some respect. The Summary will clearly indicate to the relevant Claimant whether any action is required to be taken with respect to the Claim Form. Please note that only Claimants who receive Summaries indicating that they have incorrectly completed a Claim Form will need to take action in respect of the Summaries; all other Claimants need take no action in respect of the Summaries they receive (which are for their information only).
Claimants who have been notified that they have submitted an incorrectly completed Claim Form will have ten Business Days from the date the Summary is sent to respond to the Bank with any corrections in accordance with the instructions set out in the Summaries.
If a Claimant who has been notified by the Bank in the relevant Summary that it has submitted an incorrectly completed Claim Form fails to respond by the applicable deadline the following parameters will be deemed to be accepted:
- — — any incorrect elections by Claimants allocated to Senior Package 1 for Euro Subordinated Notes will be deemed to be elections for Dollar Subordinated Notes (where the Claim is denominated in a currency other than Tenge) or Subordinated Tenge A Notes (where the Claim is denominated in Tenge);
- — — any person electing to receive GDRs who is not a QIB but is an Accredited Investor, will be deemed to have elected to receive Shares; and
- — — the principal amount to be included in a Claim Form should be calculated as the total amount of the relevant Claim, including the amount of any Self–Liquidating Trade Finance Transactions owed to the relevant Claimant. However, while Entitlements will be calculated on the basis of the amount of the relevant Claim, net of the amount of any Self–Liquidating Trade Finance Transactions, such amounts will be distributed separately to the relevant Claimant.
Any Claimant with a Disputed Claim which has not yet been resolved will not be deemed to accept or agree with the Summary sent by the Bank. Claimants who have not been notified that they have submitted an incorrectly completed Claim Form will have their Entitlements calculated on the basis of their Claim Forms (and not the Summaries prepared by the Bank).
Further details of the Claims verification process will be sent to Claimants along with the Summaries.
Following the completion of the Claims verification process set out above, the Bank will request all Claimants to provide Settlement Instructions for the delivery of their Entitlements. The form of Settlement Instructions will be distributed to Claimants by the Bank (in the case of Claimants other than Euronoteholders) and through the Clearing Systems (in the case of Euronoteholders).
All Claimants will need to complete Settlement Instructions in relation to their Claims and submit them, by way of electronic instruction, through the Clearing Systems. Claimants (other than Euronoteholders) will also need to send a copy of such completed Settlement Instructions to the Bank so that appropriate instructions can be given to the Distribution Agent. In preparation for this Claimants should ensure that they or an agent or custodian on their behalf has an account with Euroclear or Clearstream through which to receive their Entitlements. Claimants with Entitlements to be issued in the form of Tenge Notes or to be paid in cash in Tenge will be provided with specific instructions as to how to submit their Settlement Instructions in order to receive such Tenge denominated Entitlements.
The Bank will publish the Settlement Instructions in due course, detailing the information which must be submitted by Claimants, and in any event with sufficient notice to allow Claimants time to submit such instructions prior to the Settlement Instructions Deadline. Claimants should note the Settlement Instruction Deadline will not be 25 June 2010, as set out in the Information Memorandum, and the Bank will inform Claimants of the Settlement Instructions Deadline when it publishes the Settlement Instructions.
Each Claimant should submit one set of Settlement Instructions in relation to all Claims held by their institution, or by the relevant branch of their institution, rather than separate Settlement Instructions for each individual Claim, provided that separate branches of the same legal entity may submit one set of Settlement Instructions per branch.
If Claims are beneficially owned by third parties, the relevant Claimant should submit one set of Settlement Instructions in relation the aggregate amount held by such beneficial owners.
Please note that only QIBs may hold GDRs though DTC. Accredited Investors will therefore not be entitled to receive GDRs and will instead receive Shares. New Notes may not in any event be held directly through DTC.
Translation of Claims into Tenge and U.S. Dollars
The Bank has received numerous queries from Claimants in relation to the exchange rates used to translate Claims into Tenge in order to calculate amounts for the purposes of voting at the Claimant’s Meeting. As set out in the Information Memorandum, the exchange rates were determined on the basis of the average rate over the twenty-two trading days immediately preceding the Claimants’ Meeting shown on the applicable Bloomberg pages. Those rates are as follows:
USD 1 = KZT 146.6900
EUR 1 = KZT 185.6165
RUR 1 = KZT 4.8388
GBP 1 = KZT 216.4249
CHF 1 = KZT 130.6461
JPY 1 = KZT 1.5909
PLN 1 = KZT 45.9698
For the purposes of calculating the Coefficients, Claims are to be translated into U.S. Dollars using exchange rates calculated using the average rate over the twenty-two trading days immediately preceding the Claimants’ Meeting shown on the applicable Bloomberg pages. Those rates are as follows:
KZT 1 = USD 0.0068
EUR 1 = USD 1.2655
RUR 1 = USD 0.0330
GBP 1 = USD 1.4754
CHF 1 = USD 0.8891
JPY 1 = USD 0.0108
PLN 1 = USD 0.3134
For the purposes of the distribution of Entitlements, Claims are to be translated into U.S. Dollars using the same exchange rates stated above, except for the Claims denominated in KZT or Euro and electing to receive their Entitlements in KZT or Euro, respectively, which, for the avoidance of doubt, will not be required to be translated into U.S. Dollars.
Unblocking of Euronotes and Perpetual Securities
The Bank confirms that following the Claimants’ Meeting the Euronotes issued by TuranAlem Finance B.V. and the Perpetual Securities issued by BTA Finance Luxembourg S.A. have been unblocked in the Clearing Systems and are free to trade until the date on which the Euronoteholders provide their Settlement Instructions, at which point the relevant Euronotes will be permanently blocked in the Clearing Systems pending their cancellation on the Restructuring Date.
Transfer restrictions on Claims following submission of Claim Forms
Currently transfers of Claims to third parties by Claimants (other than Euronoteholders and holders of Perpetual Securities) will only be recognised by the Bank in its absolute discretion. However, the Bank is currently considering amending the Restructuring Plan to facilitate the transfer of Claims in relation to indebtedness other than Euronotes and Perpetual Securities (which are freely transferable as mentioned above). This is likely to include a process whereby the Bank will agree to respond to a request to recognise a transfer within five business days of receipt of the request and all supporting information and documents, stating whether it agrees to recognise such transfer. Any proposed transfer to a customer of the Bank will not be recognised and customers of the Bank acquiring Claims will not be able to set off all or any part of a Claim against any liability they may have to the Bank (as provided in the Restructuring Plan).
The Bank reserves the right to request information from any transferee and retains the discretion as to whether it will recognise any such transfer. Settlement Instructions relating to any transferred Claims should contain details of the final beneficiary. Appropriate evidence of any transfer should also be submitted to the Bank. Any transfer of a Claim will not affect the election of Entitlements made in the Claim Form originally submitted in respect of that Claim.
The Bank is in discussions with the Steering Committee in relation to these changes and will publish an amended Restructuring Plan in the very near future.
Terms used in this press release and defined in the Information Memorandum of the Bank dated 1 May 2010, as supplemented, are used in this press release as so defined.