Restructuring
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08.01.2013
US Court Issued an Order on Permanent Injunctive Relief in The United States in Respect of BTA Bank’s Restructuring Proceedings
Almaty, 8 January 2013 – “BTA Bank” JSC is pleased to announce that on 3 January 2013, the United States Bankruptcy Court for the Southern District of New York granted a permanent injunction against actions or proceedings commenced in the United States which violate the terms of the Restructuring Plan approved by the Bank’s shareholders and Claimants and by the Specialised Financial Court of Almaty.
Almaty, 8 January 2013 – “BTA Bank” JSC (the “Bank”) is pleased to announce that on 3 January 2013, the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) granted a permanent injunction against actions or proceedings commenced in the United States which violate the terms of the Restructuring Plan approved by the Bank’s shareholders and Claimants and by the Specialised Financial Court of Almaty.
The Bankruptcy Court had previously issued an order on 16 August 2012 (the “Recognition Order”) granting an application for recognition of the Bank’s restructuring proceedings as a “foreign main proceeding” under chapter 15 of the United States Bankruptcy Code. The Recognition Order imposed a stay on, among other things, any proceedings against the Bank or against its property in the United States.
The injunction issued by the Bankruptcy Court on 3 January 2013 has made permanent the stay in relation to debts discharged by the Restructuring Plan and blocks any attempts to enforce such debts against the Bank or its property in the United States.
Although the permanent injunction prevents parties from taking action in the United States against the Bank in relation to obligations restructured pursuant to the Restructuring Plan, it does not prevent parties from enforcing in any appropriate forum rights granted pursuant to the Restructuring Plan.
In light of the permanent injunction and the permanent stay granted by the High Court of England and Wales on 19 December 2012, the Restructuring Plan has now obtained the permanent protection of the courts in both the United Kingdom and the United States with the result that actions inconsistent with the Restructuring Plan are now prohibited in both countries.
Terms used in this press release and defined in the Information Memorandum of the Bank dated 8 November 2012, as supplemented, are used in this press release as so defined.
28.12.2012
Specialised Financial Court of Almaty Confirms the Completion of BTA Bank’s Restructuring
Almaty, 28 December 2012 – “BTA Bank” JSC is delighted to announce that the Specialised Financial Court of Almaty has today issued an order terminating the Restructuring relating to U.S.$11.1 billion of the Bank’s financial indebtedness due to the implementation by the Bank of all actions contemplated by the Restructuring Plan.
Almaty, 28 December 2012 – “BTA Bank” JSC (the “Bank”) is delighted to announce that the Specialised Financial Court of Almaty (the “Court”) has today issued an order terminating the Restructuring relating to U.S.$11.1 billion of the Bank’s financial indebtedness due to the implementation by the Bank of all actions contemplated by the Restructuring Plan.
As the Bank has announced before, the Restructuring Plan was approved by the Bank’s shareholders at an extraordinary general meeting held on 3 December 2012 (by a majority of 99.4 per cent., including the approval of 89.5 per cent. of the GDRs voted at the meeting), by its creditors at the Claimants’ Meeting held on 5 December 2012 (by a majority of 93.8 per cent.) and by the Court on 13 December 2012. The Restructuring Plan was successfully implemented by the Bank on 24 December 2012.
As a result of the Restructuring the Bank’s financial indebtedness subject to it has been reduced from approximately U.S.$11.1 billion. to approximately U.S.$3.3 billion.
Terms used in this press release and defined in the Information Memorandum of the Bank dated 8 November 2012, as supplemented, are used in this press release as so defined.
24.12.2012
BTA Bank Announces The Successful Implementation of The Restructuring of U.S.$11.1 Billion of Financial Indebtedness
Almaty, 24 December 2012 – “BTA Bank” JSC is delighted to announce that the successful implementation of the Restructuring Plan relating to U.S.$11.1 billion of the Bank’s financial indebtedness has taken place on 24 December 2012.
Almaty, 24 December 2012 – “BTA Bank” JSC (the “Bank”) is delighted to announce that the successful implementation of the Restructuring Plan relating to U.S.$11.1 billion of the Bank’s financial indebtedness has taken place on 24 December 2012 (the Restructuring Date).
The distribution of more than 90 per cent. of the Entitlements due to Claimants pursuant to the Restructuring was completed on 24 December 2012 and the Bank of New York Mellon, London Branch as the distribution agent is presently working on completing certain trades that have not yet been settled. Claimants who have not yet submitted Settlement Instructions are urged to do so as soon as possible in order to receive their Entitlements.
Under the exchange mechanism whereby holders of 2018 Notes and Recovery Units were given the option to elect to exchange all or a portion of their entitlements to receive cash for entitlements to receive new 10-year notes from OID Noteholders wishing to receive cash instead, the number of cash entitlements made available for exchange by holders of 2018 Notes and Recovery Units was greater than the number of new 10-year notes offered for exchange by OID Noteholders. Consequently, OID Noteholders who elected to make such an exchange will receive the full amount of their requested cash entitlements at a ratio of U.S.$0.55 in cash for every U.S.$1.00 of new 10-year notes offered for exchange, whereas holders of 2018 Notes and Recovery Units who elected to make such an exchange will only receive 58.4 per cent. of their requested new 10-year notes entitlements (at the same exchange ratio).
As part of the Restructuring, all of the existing financial indebtedness of the Bank subject to the Restructuring has been cancelled and in consideration thereof the Bank is distributing to creditors cash in the amount of U.S.$1,618 million and new debt securities in the amount of U.S.$750 million. The Bank has also entered into a novation of its Revolving Committed Trade Finance Facility Agreement, under which the current commitments total approximately U.S.$348 million, and distributed 597,286,607,949 common shares in the form of Shares or GDRs, pursuant to the conversion of U.S.$1,189 million of deposits from Samruk-Kazyna and U.S.$19 million of the Bank’s subordinated debt into equity. Further, the Bank has received from Samruk-Kazyna a U.S.$1,592 million loan (to be denominated in Tenge) subordinated to the new bonds and the RCTFF.
The Bank’s Restructuring has the following effects:
- the Bank has been recapitalised by approximately U.S.$10 billion as a result of (i) the conversion of U.S.$1,208 million of the Bank’s financial indebtedness into common shares and the distribution of shares and GDRs to subordinated debt holders, (ii) the cancellation of U.S.$9,044 million of other Claimants’ claims in exchange for a total of U.S.$1,618 million in cash and U.S.$750 million new 10-year notes issued by the Bank and (iii) the additional capital created through the IFRS treatment of the U.S.$1,592 million loan from Samruk-Kazyna and the increase from 4 per cent. to 6 per cent. of the coupon on the existing SK Bonds;
- the Bank’s estimated equity and capital under Basel II requirements as at 31 December 2012 of KZT 219.2 billion and KZT 195.7 billion respectively, provide the Bank’s business with a new, sustainable capital structure with Tier 1 ratio of 21.6 per cent., each as at 31 December 2012 , providing it with sufficient capital to maintain an IFRS core Tier 1 ratio above 10 per cent. through 2016 based on the Bank’s business plan;
- the financial indebtedness of the Bank subject to the Restructuring has been reduced from approximately U.S.$11.1 billion to approximately U.S.$3.3 billion as at 31 December 2012 (including approximately U.S.$600 million of deposits remaining from Samruk-Kazyna);
- Samruk-Kazyna has increased its majority shareholding in the Bank to 97.3 per cent., with the Claimants holding in aggregate 2.5 per cent. and minority shareholders who held shares prior to the 2010 Restructuring now holding 0.2 per cent. in aggregate of the Bank’s shares.
After securing approval of the Restructuring Plan at the Extraordinary General Shareholders’ Meeting held on 3 December 2012 by a majority of 99.4 per cent. (including the approval of 89.5 per cent. of the GDRs that voted), and at the Claimants’ Meeting on 5 December 2012 by a majority of 93.8 per cent., the Chairman of the Bank’s Management Board, Mr. Yerik Balapanov, commented on the implementation of the Restructuring Plan: “We are happy that our extensive work over the last few months has now come to a successful end. The completion of the Restructuring Plan will now enable the Bank’s management team to fully focus on the implementation of its business plan that will restore BTA Bank’s position as one of the key players in the Kazakh banking industry. We would like to thank all of our stakeholders, including our shareholder, Samruk-Kazyna, our creditors and the Steering Committee, as well as our customers and partners for their strong and continuing support of the Bank during those difficult times.”
The Bank’s financial adviser during the Restructuring was Lazard and its legal adviser was White & Case LLP. The Bank was also advised by M.Favale-Tarter, LLC. The Steering Committee was advised by Houlihan Lokey and Baker & McKenzie LLP, as financial and legal advisers, respectively.
Terms used in this press release and defined in the Information Memorandum of the Bank dated 8 November 2012, as supplemented, are used in this press release as so defined.
21.12.2012
BTA Bank’s Restructuring Proceedings Gain Permanent Protection of The British Courts
Almaty, 21 December 2012 – “BTA Bank” JSC is pleased to announce that on 19 December 2012 the High Court of Justice of England and Wales granted an order in relation to the stay imposed by the Recognition Order granted by the High Court of Justice of England and Wales on 11 July 2012.
NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, 21 December 2012 – “BTA Bank” JSC (the “Bank”) is pleased to announce that on 19 December 2012 the High Court of Justice of England and Wales granted an order in relation to the stay imposed by the Recognition Order granted by the High Court of Justice of England and Wales on 11 July 2012 (the “Recognition Order”). This order and the Recognition Order were granted pursuant to the UNCITRAL Model Law on cross-border insolvency which has been enacted in England and Wales in the Cross Border Insolvency Regulations 2006.
The consequence of this order is that the stay granted by the Recognition Order shall continue in effect until further order so that no action or proceeding may be commenced against the Bank or its property in England in relation to the Bank’s obligations and liabilities which are the subject of the Restructuring Plan, even after the termination of the Restructuring by the Specialised Financial Court in Almaty.
The Bank’s management team very much appreciates the strong support shown by Claimants during this difficult time and looks forward to the successful completion of the Bank’s Restructuring.
Terms used in this press release and defined in the Information Memorandum of the Bank dated 8 November 2012, as supplemented, are used in this press release as so defined.
The information contained herein is not for general 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.
14.12.2012
Specialised Financial Court of Almaty approves BTA Bank’s Restructuring Plan
Almaty, 14 December 2012 – “BTA Bank” JSC is delighted to announce that the Specialised Financial Court of Almaty has approved the Restructuring Plan relating to KZT 1,611 billion. (U.S.$10.9 billion) of the Bank’s financial indebtedness by an order dated 13 December 2012.
NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, 14 December 2012 – “BTA Bank” JSC (the “Bank”) is delighted to announce that the Specialised Financial Court of Almaty has approved the Restructuring Plan relating to KZT 1,611 billion. (U.S.$10.9 billion) of the Bank’s financial indebtedness (the “Restructuring Plan”) by an order dated 13 December 2012.
Pursuant to the Bank's previous press release, the hearing by the Specialised Financial Court of Almaty was held on 12 December 2012, rather than 19 December as originally envisioned in the expected sequence of principal events set forth in the Information Memorandum (as defined below). The Bank currently does not anticipate any further changes to the previously published timeline.
Background
As previously reported, on 5 December 2012, the Restructuring Plan was approved at the Claimants’ Meeting in Almaty by Claimants holding KZT 1,511 billion. (U.S.$10.2 billion.) or 93.8 per cent. of the total financial indebtedness subject to the Restructuring. The Restructuring Plan was also approved at the Extraordinary General Meeting of Shareholders of the Bank held on 3 December 2012 in Almaty. That meeting was attended by shareholders holding 86.7 per cent. of the Bank’s total issued share capital and the Restructuring Plan was approved by a majority of 99.4 per cent.
As a result of the Restructuring, the financial indebtedness of the Bank subject to the Restructuring will be reduced from approximately U.S.$11 billion to approximately U.S.$3.3 billion (including the remaining SK Deposits) and the maturity of such debt shall be extended to between three and 12 years. This will be achieved by the cancellation or restructuring of all outstanding Claims, in consideration of which Claimants will receive cash, shares in the Bank (or GDRs) and newly issued bonds of the Bank depending on the nature of their Claims. In addition, the lenders under the Bank’s RCTFF will novate the facility extending the maturity and improving the terms of availability.
Also Samruk-Kazyna will convert U.S.$1.2 billion out of the U.S.$1.7 billion of SK Deposits into equity of the Bank and extend a U.S.$1,592 million loan (to be denominated in Tenge) to the Bank which will be subordinated to the new bonds and the RCTFF.
After the Restructuring, the Bank’s equity capital will be restored to give it a Tier 1 capital ratio above 10 per cent. under Basel II guidelines.
Following the Restructuring, Samruk-Kazyna will own over 97 per cent. of the Bank’s share capital, compared with approximately 81.5 per cent. prior to the completion of the Restructuring.
Terms used in this press release and defined in the Information Memorandum of the Bank dated 8 November 2012, as supplemented (the "Information Memordandum"), are used in this press release as so defined.
The information contained herein is not for general 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.
10.12.2012
Notice of Court Hearing to Approve The Restructuring Plan of “BTA Bank” JSC
“BTA Bank” JSC hereby notifies its creditors and all interested parties that the application for approval of the restructuring plan of the Bank will be considered by the Specialised Financial Court of Almaty.
“BTA Bank” JSC (the “Bank”) hereby notifies its creditors and all interested parties that the application for approval of the restructuring plan of the Bank will be considered by the Specialised Financial Court of Almaty (the “Court”). The hearing of the Bank’s application will take place at 10.00 a.m. (Almaty time) on 12 December 2012 at the Court’s premises which are located at Markova street 34, 5th floor, Almaty, Republic of Kazakhstan.
05.12.2012Claimants’ Meeting Approves BTA Bank Restructuring Plan
Almaty, 5 December 2012 – “BTA Bank” JSC is very pleased to announce that its Restructuring Plan relating to KZT 1,611 billion (U.S.$10.9 billion) of the Bank’s financial indebtedness was today approved at the Claimants’ Meeting in Almaty by Claimants holding KZT 1,511 billion (U.S.$10.2 billion) of the Bank’s financial indebtedness (representing 93.8 per cent. of the total financial indebtedness subject to the Restructuring).
NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, 5 December 2012 – “BTA Bank” JSC (the “Bank”) is very pleased to announce that its Restructuring Plan relating to KZT 1,611 billion (U.S.$10.9 billion) of the Bank’s financial indebtedness was today approved at the Claimants’ Meeting in Almaty by Claimants holding KZT 1,511 billion (U.S.$10.2 billion) of the Bank’s financial indebtedness (representing 93.8 per cent. of the total financial indebtedness subject to the Restructuring). Votes were cast by Claimants with Claims arising from, inter alia, the debt securities issued by the Bank in connection with its restructuring in 2010, the Bank’s Revolving Committed Trade Finance Facility (the “RCTFF”) and deposits of JSC Sovereign Wealth Fund “Samruk-Kazyna” held by the Bank.
Pursuant to the Restructuring Law, the Restructuring Plan was required to be approved by Claimants holding not less than two-thirds of the financial indebtedness subject to the Restructuring. Thus, the Restructuring Plan of the Bank has been approved by the Claimants. This approval follows the approval of the Restructuring Plan by the Bank’s Shareholders, including the holders of its GDRs, by a majority of 99.4 per cent. (including the approval of 89.5 per cent. of the GDRs that voted) on 3 December 2012.
As a result of the Restructuring, the financial indebtedness of the Bank subject to the Restructuring will be reduced from approximately U.S.$11 billion to approximately U.S.$3.3 billion and the maturity of such debt shall be extended to between three and 12 years. This will be achieved by the cancellation or restructuring of all outstanding Claims, in consideration of which Claimants will receive cash, shares in the Bank (or GDRs) and newly issued bonds of the Bank depending on the nature of their Claims. In addition, the lenders under the Bank’s RCTFF will novate the facility extending the maturity and improving the terms of availability, and Samruk-Kazyna will extend a U.S.$1,592 million loan (to be denominated in Tenge) to the Bank which will be subordinated to the new bonds and the RCTFF. After the Restructuring, the Bank’s equity capital will be restored to give it a Tier 1 capital ratio above 10 per cent. under international financial reporting standards.
Following the Restructuring, Samruk-Kazyna will own over 97 per cent. of the Bank’s share capital, compared with approximately 81.5 per cent. prior to the completion of the Restructuring.
The Bank is today hosting calls for international investors and the press via a webcast following the conclusion of the Claimants’ Meeting. During these calls the results of the Extraordinary General Shareholders’ Meeting and the results of the Claimants’ Meeting will be presented. The next steps for Claimants in respect of the optional exchange mechanism available to certain Claimants and the distribution of entitlements will also be discussed. The first call will take place at 3:00pm Almaty time (5:00pm Hong Kong / 9:00am London time) and the second call will take place at 8:00pm Almaty time (2:00pm London / 9:00am New York time).
Persons interested in participating in the call at 3:00pm Almaty time should register on https://event.webcasts.com/starthere.jsp?ei=1011298 and those interested in participating in the call at 8:00pm Almaty time should register on https://event.webcasts.com/starthere.jsp?ei=1011301
Claimants now have until 10:00am (London time) on 14 December 2012 to submit Settlement Instructions through the Clearing Systems in order to receive any Entitlements under the Restructuring on the date of initial distribution, currently expected to be 21 December 2012, and to be able to take part in the exchange mechanism, if applicable.
The Chairman of the Bank’s Management Board, Mr. Yerik Balapanov, commented on the approval of the Restructuring Plan: “We are happy that our extensive work over the last few months has led to successful outcomes at the Extraordinary General Shareholders’ Meeting and the Claimants’ Meeting. The Restructuring Plan is the result of the joint efforts of both the Bank’s management team and the Steering Committee, and the overwhelming majority of our stakeholders have voted in favour of it.
I would like to express my profound gratitude to the Government of the Republic of Kazakhstan, the National Bank of Kazakhstan and the FMSC, our principal shareholder Samruk-Kazyna and to all our advisers, whose professionalism and experience have proven to be invaluable to the Bank during the Restructuring process. We would also like to thank all of our customers and partners for their strong and continuing support of the Bank during this difficult time.”
The Bank’s financial adviser during the Restructuring was Lazard Frères and its legal adviser was White & Case LLP. The Bank was also advised by M.Favale-Tarter, LLC.
The Steering Committee was advised by Houlihan Lokey and Baker & McKenzie LLP, as financial and legal advisers, respectively.
Terms used in this press release and defined in the Information Memorandum of the Bank dated 8 November 2012, as supplemented, are used in this press release as so defined.
The information contained herein is not for general 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.
03.12.2012Extraordinary General Shareholders’ Meeting Approves BTA Bank Restructuring Plan
Almaty, 3 December 2012 – “BTA Bank” JSC is pleased to announce the results of the Extraordinary General Shareholders’ Meeting of the Bank held today to approve the Restructuring Plan of the Bank.
NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, 3 December 2012 – “BTA Bank” JSC (the “Bank”) is pleased to announce the results of the Extraordinary General Shareholders’ Meeting of the Bank (the “General Shareholders’ Meeting”) held today to approve the Restructuring Plan of the Bank.
The participation at the General Shareholders’ Meeting was 86.7 per cent. of the total shares outstanding and the Resolution approving the Bank’s Restructuring Plan was passed by a majority of 99.4 per cent.
Votes expressed by holders of the Bank’s Global Depositary Receipts (“GDRs”), which amounted to 33 per cent. of all GDRs outstanding, approved the Bank’s Restructuring Plan by a supermajority vote of 89.5 per cent.
The Resolution also authorised the entering into all agreements and the implementation of all actions contemplated in the Restructuring Plan. The next stage in the approval process will be the Claimants’ meeting on 5 December 2012 at 10:00 am Almaty time.
The Bank will host calls for international investors and the press via a webcast after the completion of the Claimants’ meeting. The first call will take place on 5 December 2012 at 5:00pm Hong Kong time, 3:00pm Almaty time, 9:00am London time. The second call will take place on the same day at 8:00pm Almaty time, 2:00pm London time, 9:00am New York time.
Persons interested in participating in the call at 3:00pm Almaty time should register on https://event.webcasts.com/starthere.jsp?ei=1011298 and those interested in participating in the call at 8:00pm Almaty time should register on https://event.webcasts.com/starthere.jsp?ei=1011301.
On the calls the Bank will present the results of the Claimants’ meeting and describe the next steps to be followed by Claimants in respect of the optional exchange mechanism available to certain Claimants and the distribution of entitlements.
The information contained herein is not for general 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.
30.11.2012
Results of Adjourned Noteholders’ Meetings of BTA Bank
Almaty, 30 November 2012 – “BTA Bank” JSC is pleased to announce the results of the adjourned meetings of holders of its debt securities held today in respect of the restructuring of certain of the Bank’s financial indebtedness.
NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, 30 November 2012 – “BTA Bank” JSC (the “Bank”) is pleased to announce the results of the adjourned meetings of holders of its debt securities (the “Noteholders’ Meetings”) held today in respect of the restructuring of certain of the Bank’s financial indebtedness.
At the Noteholders’ Meetings, holders of the Bank’s Senior Notes due 2018, Recovery Units and Subordinated Tenge B Notes due 2030 all approved Extraordinary Resolutions, by majorities of 98.7 per cent, 93.3 per cent and 91.1 per cent, respectively, authorising the Trustee to vote the entire outstanding principal amount of such securities plus interest accrued but unpaid through to 17 January 2012 in favour of the Bank’s Restructuring Plan at the Claimants’ Meeting to be held on 5 December 2012 in Almaty.
The Extraordinary Resolutions put to holders of the Bank’s Original Issue Discount Notes due 2021 and Subordinated Notes due 2025 were not passed by the requisite 75 per cent majority.
However, 73.0 per cent of the votes submitted by holders of the Bank’s Dollar Original Issue Discount Notes (based on an attendance rate of 87.3 per cent) and 39.9 per cent of the votes submitted by holders of the Bank’s Euro Original Issue Discount Notes (based on an attendance rate of 97.8 per cent) expressed their support for the Restructuring Plan.
Also, 75.4 per cent of the votes submitted by holders of the Bank’s Subordinated Dollar Notes due 2025 (based on an attendance rate of 38.8 per cent), 32.8 per cent of the votes submitted by holders of the Bank’s Subordinated Euro Notes due 2025 (based on an attendance rate of 93.6 per cent) and 76.1 per cent of the votes submitted by holders of the Bank’s Subordinated Tenge A Notes due 2025 (with an attendance rate of 82.0 per cent) expressed their support for the Restructuring Plan.
Votes in favour of the Extraordinary Resolutions approving the Restructuring Plan submitted by holders of the Bank’s Original Issue Discount Notes and Subordinated Notes due 2025 will be deemed to be voted in favour of the Restructuring Plan at the Claimants’ Meeting.
The information contained herein is not for general 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.
28.11.2012
BTA Bank Publishes Supplemental Information Memorandum and Announces Settlement Instructions Deadline
Almaty, 28 November 2012 – “BTA Bank” JSC today announces that it has published a supplement to the Information Memorandum dated 8 November 2012 in connection with its current restructuring proceedings.
NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, 28 November 2012 – “BTA Bank” JSC (the “Bank”) today announces that it has published a supplement to the Information Memorandum dated 8 November 2012 in connection with its current restructuring proceedings. The Supplemental Information Memorandum contains a discussion of the Bank’s unaudited financial results as at and for the six months ended 30 June 2012 and includes certain corrections and additions to information contained in the Information Memorandum.
Also contained in the Supplemental Information Memorandum is the date by which Claimants must submit Settlement Instructions in order to receive any Entitlements pursuant to the Restructuring as part of the initial distribution. The Settlement Instructions Deadline is 10:00 a.m. (GMT) on 14 December 2012. Notices of Settlement Instructions will be distributed to Claimants on or about 30 November 2012.
The Supplemental Information Memorandum, along with the Information Memorandum, is available (subject to certain restrictions) on the Bank’s website at www.bta.kz/en/investor.
The information contained herein is not for general 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.
20.11.2012
BTA Bank’s Noteholders’ Meetings Adjourned for Lack of Quorum – Adjourned Noteholders’ Meetings Scheduled for 30 November 2012
“BTA Bank” JSC today announces that the meetings of holders of its debt securities held on 16 November 2012 in respect of the restructuring of certain of the Bank’s financial indebtedness were adjourned due to lack of quorum.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
“BTA Bank” JSC (the “Bank”) today announces that the meetings of holders of its debt securities (“Noteholders’ Meetings”) held on 16 November 2012 in respect of the restructuring of certain of the Bank’s financial indebtedness were adjourned due to lack of quorum. The adjourned Noteholders’ Meetings will be held on 30 November 2012 at the offices of White & Case LLP, 5 Old Broad Street, London, EC2N 1DW from 11:00 am (GMT).
At the adjourned Noteholders’ Meetings, Noteholders will be asked to approve the Bank’s Restructuring Plan. The Restructuring Plan is contained in the Information Memorandum of the Bank dated 8 November 2012 and is available (subject to certain restrictions) on the Bank’s website at www.bta.kz/en/investor.
In order to vote at the adjourned Noteholders’ Meetings, Noteholders who did not submit votes in respect of the original Noteholders’ Meetings held on 16 November 2012 should submit (or arrange to have submitted on their behalf by their brokers) an Electronic Instruction through Euroclear or Clearstream by no later than 11:00 am (GMT) on 28 November 2012.
Separately, the Bank would like to remind the holders of its GDRs that they have until 12:00 pm (EST) on 29 November 2012 to submit (or arrange to have submitted on their behalf) proxy forms to the Bank of New York Mellon as depositary in order to vote at the General Shareholders’ Meeting of the Bank to be held on 3 December 2012 in Almaty to approve the Restructuring Plan.
Noteholders and GDR holders who are unclear as to what actions to take in order to vote at the adjourned Noteholders’ Meetings or the General Shareholders’ Meeting should read the presentation entitled “Description of the Voting Process for Creditors and Shareholders” available on the Bank’s website at www.bta.kz/en/investor.
Noteholders and GDR holders should also contact their brokers or other intermediaries through which they hold Notes or GDRs in case such intermediaries impose earlier deadlines for participation at the adjourned Noteholders’ Meetings or the General Shareholders’ Meeting than those set out in this press release and in the Bank’s presentation.
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.
13.11.2012
Information for Holders of BTA Bank’s GDRS
Almaty, 13 November 2012 – In response to a number of questions from investors “BTA Bank” JSC would like to clarify an issue regarding voting at the forthcoming General Shareholders’ Meeting.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA
Almaty, 13 November 2012 – In response to a number of questions from investors “BTA Bank” JSC (the “Bank”) would like to clarify an issue regarding voting at the forthcoming General Shareholders’ Meeting. In its Notice of that meeting the Bank has advised the holders of its GDRs that, in order to instruct the Depositary to vote on their behalf at the General Shareholders’ Meeting to approve the Bank’s Restructuring Plan to be held on 3 December 2012, GDR holders must be registered holders as of 19 November 2012 and submit a completed proxy form to the Depositary by no later than 12:00 p.m. (EST) on 29 November 2012.
As part of the proxy form, GDR holders are required to certify that neither they nor legal entities that, through them, indirectly own and/or have the right to use and/or dispose of Shares represented by GDRs are registered in offshore zones, the list of which is included in the proxy form. The Bank would like to confirm that, to give this certification, GDR Holders must not be registered in any of the listed offshore jurisdictions and neither must their shareholders. GDR Holders may nevertheless give this certification if they have other affiliate which is registered in an offshore jurisdiction.
The 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.
09.11.2012
BTA Bank Publishes Information Memorandum for Its Restructuring; Claimants’ Meeting to Approve the Plan on 5 December 2012
Almaty, 9 November 2012 – “BTA Bank” JSC is pleased to announce that it will be holding a meeting of certain of its financial creditors on 5 December 2012 to approve the Bank’s Restructuring Plan.
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.
05.11.2012
BTA Bank Begins Roadshow
Almaty, November 5, 2012 – BTA Bank JSC is pleased to confirm that the meetings with investors announced in the Bank’s press release of October 30, 2012 will begin today in Singapore.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, November 5, 2012 – BTA Bank JSC (the “Bank”) is pleased to confirm that the meetings with investors announced in the Bank’s press release of October 30, 2012 will begin today in Singapore.
The presentations for investors will include information on the status of the Restructuring, the voting process and certain other details relating to the Restructuring, including, among other things, the following information:
- the deposits of JSC Sovereign Wealth Fund “Samruk-Kazyna” (“Samruk-Kazyna”) that will be converted into shares in the Bank as part of the proposed Restructuring Plan will amount to approximately U.S.$1,189 million;
- the loan to the Bank to be provided by Samruk-Kazyna as part of the proposed Restructuring Plan will have an interest rate of 4% per annum and will mature in 2024;
- according to the business plan prepared by the management of the Bank, if the Restructuring of the Bank is completed in accordance with the proposed Restructuring Plan, (i) the shareholders’ equity of the Bank as at the end of 2012 is expected to be approximately U.S.$1.3 billion on an IFRS basis, (ii) the net income of the Bank in 2012, excluding the impact of the gains from Restructuring, is expected to be approximately negative U.S.$0.8 billion, (iii) the Tier I capital ratio of the Bank (determined in accordance with Basel II) as at the end of 2012 is expected to be approximately 18.5%, and (iv) the Bank is expected to report a capital surplus over the target 10% Tier I capital ratio of approximately U.S.$0.5 billion as at the end of 2012, with such capital surplus expected to remain positive through 2016 (which is the end of the forecast horizon) when the capital surplus is expected to be approximately U.S.$0.1 billion; and
- for the purposes of voting at the Claimants’ Meeting as well as the allocation of the entitlements as between tranches denominated in different currencies within the same class, the relevant amounts and allocations will be calculated on the basis of principal and unpaid interest accrued as at January 17, 2012 and the exchange rates used for conversion of the relevant amounts will be based on the close-of-market spot rates published on Bloomberg on the same date.
Furthermore, the Bank is pleased to inform investors that it expects the Information Memorandum relating to the Restructuring to be published on or about November 7, 2012 with a view to the anticipated Restructuring Date (distribution of new entitlements pursuant to the Restructuring Plan) being 21 December 2012.
The information contained in this press release is qualified in its entirety by the Information Memorandum to be published by the Bank in connection with the Restructuring and it should be read only in conjunction with the Information Memorandum.
This press release contains certain historical financial information which is unaudited, preliminary in nature and, therefore, subject to change, as well as forward-looking statements. No reliance should be placed on preliminary information or forward-looking statements.
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.
30.10.2012
BTA Bank Restructuring Update
Almaty, October 30, 2012 – “BTA Bank” JSC would like to announce that on October 25, 2012 it distributed separate notices of meetings to the holders of the following outstanding securities issued by the Bank: (i) Senior Notes due 2018; (ii) Original Issue Discount Notes due 2021; (iii) Subordinated Notes due 2025; (iv) Subordinated Notes due 2030; and (v) Recovery Units, in each case for the purpose of considering and passing extraordinary resolutions to approve the Restructuring Plan.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
Almaty, October 30, 2012 – “BTA Bank” JSC (the “Bank”) would like to announce that on October 25, 2012 it distributed separate notices of meetings to the holders of the following outstanding securities issued by the Bank: (i) Senior Notes due 2018; (ii) Original Issue Discount Notes due 2021; (iii) Subordinated Notes due 2025; (iv) Subordinated Notes due 2030; and (v) Recovery Units, in each case for the purpose of considering and passing extraordinary resolutions to approve the Restructuring Plan. Noteholder meetings are scheduled to take place on November 16, 2012.
The Bank also refers to the October 2, 2012 non-binding Term Sheet it entered into with various members of its creditors’ Steering Committee. The Term Sheet contemplated that the amount and form of the restructuring consideration to be delivered to holders of its Subordinated Notes would be determined by the Bank. The Bank would like to inform its stakeholders that in the forthcoming Restructuring the holders of its Dollar, Euro and Tenge Subordinated Notes due 2025 and 2030 will receive equity in the Bank (in form of common shares or GDRs representing such shares) in an amount representing a conversion of 2.5 per cent. of the nominal principal amount of such Notes; the balance of such holders’ claims will be cancelled. Further details of the conversion ratio will be contained in the Information Memorandum which will be published by the Bank in early November 2012 in connection with the Restructuring.
The Bank is pleased to announce its plan to conduct investor meetings in Asia, Europe and the United States to present the Bank’s Restructuring Plan and explain the actions to be taken by shareholders, GDR holders and noteholders for voting purposes to approve the Restructuring Plan. The Bank invites its shareholders, GDR holders and noteholders to contact bta.roadshow@lazard.fr to express their interest in attending the meetings (specifying the preferred location), as per the following schedule (times and venues to be announced at a later date):
- 5 November 2012, Monday – Singapore
- 6 November 2012, Tuesday – Frankfurt
- 7 November 2012, Wednesday – Zurich
- 8 November 2012, Thursday – London
- 9 November, 2012, Friday – New York
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.
22.10.2012
The Arbitration Court of Moscow Grants BTA Bank Recognition of Its Restructuring in the Russian Federation
Almaty, October 22, 2012 – “BTA Bank” JSC is pleased to announce that the Bank’s restructuring procedure initiated in the Specialized Financial Court of Almaty was granted recognition in the Russian Federation.
Almaty, October 22, 2012 – “BTA Bank” JSC (the “Bank”) is pleased to announce that the Bank’s restructuring procedure initiated in the Specialized Financial Court of Almaty was granted recognition in the Russian Federation. The recognition was granted by the decision of the Arbitration Court of Moscow on 15 October 2012 and has the following effect in the Russian Federation:
- enforcement of relevant judgments against the Bank relating to obligations subject to restructuring is suspended;
- performance by the Bank of claims of creditors under such obligations is suspended; and
- foreclosure against the Bank’s assets in the Russian Federation is prohibited.
This recognition is a part of the Bank’s current restructuring process and follows successful applications for recognition made by the Bank in the United Kingdom, the United States and Ukraine which were granted on 11 July, 16 and 31 August 2012, accordingly.
04.10.2012
Final Request to Disclose Security Holdings Information
BTA Bank JSC is in the final stages of discussing with the Steering Committee of its creditors a plan for restructuring its financial indebtedness and it has now broadly agreed with the majority of its representative members of the steering committee of its creditors a non-binding term sheet for the restructuring of its financial indebtedness.
BTA Bank JSC (the “Bank”) is in the final stages of discussing with the Steering Committee of its creditors a plan for restructuring its financial indebtedness and it has now broadly agreed with the majority of its representative members of the steering committee of its creditors a non-binding term sheet for the restructuring of its financial indebtedness. The restructuring plan will require the Bank to convene meetings of its creditors and shareholders, including the holders of the Bank’s GDRs and Recovery Units.
The Bank would like to ask all remaining Holders that have not yet come forward to disclose their identity, holding and additionally their jurisdictional domicile to DF King Worldwide. This will ensure that the Bank has the necessary information in order to promote efficient communication with the Holders in connection with the restructuring plan. Security details with respect to the GDRs and Recovery Units are set out below:
SECURITY | SEDOL | CUSIP | ISIN |
---|---|---|---|
GDRs - Reg S | B54DW47 | 05574Y209 | US05574Y2090 |
GDRs - 144A | B68X336 | 05574Y100 | US05574Y1001 |
Recovery Units due 2020 - Reg S | B54LBB1 | Y0994H12 | XS0532995049 |
Recovery Units due 2020 - 144A | B3Q2DM3 | 05574YAC | XS0532996799 |
Holders are invited to respond to this request by either:
- providing the required information via their custodian bank to the relevant Clearing System (Euroclear or Clearstream, Luxembourg, as applicable) by means of the disclosure event in place; or
- providing the required information directly to DF King Worldwide, as per the instructions on www.king-worldwide.com/kwwprojects/btabank, or directly to disclosures@king-worldwide.com.
The Bank undertakes that all information received will be treated in the strictest confidence and will be used solely by the Bank and its advisers. Aggregated anonymous data may be shared on a confidential basis with the advisers to the Steering Committee.
In case of any questions, please contact the Identification Agent:
Damian Watkin +44 207 920 6904 dwatkin@king-worldwide.com |
Katerina Papamichael +44 207 920 6910 kpapamichael@king-worldwide.com |
Note: If you have already disclosed the required information to DF King Worldwide, you need take no further action.
03.10.2012
BTA Bank Announces Agreement on the Financial Terms of its $11.2 Billion Restructuring
Almaty, October 3, 2012 – BTA Bank JSC is pleased to inform its stakeholders about recent progress in agreeing the financial terms of the restructuring of its financial indebtedness.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA
Almaty, October 3, 2012 – BTA Bank JSC (the “Bank”) is pleased to inform its stakeholders about recent progress in agreeing the financial terms of the restructuring of its financial indebtedness. The Bank and broadly representative members of the steering committee of its creditors (the "Steering Committee"), other than Nomura International, have agreed a non-binding term sheet for the restructuring of its $11.2 billion financial indebtedness that will help ensure the viability of the Bank. The letter describing these terms has been posted on the Bank’s website, www.bta.kz/en/investor/.
The Bank will receive considerable debt relief from its creditors holding Senior Notes, Recovery Units and Original Issue Discount Notes and various classes of subordinated debt. Creditors will exchange their interests for a package of New Notes and cash. The New Notes will have a nominal amount of $750 million with a semi-annual coupon of 5.5% p.a. and a bullet maturity in 2022. In exchange for their notes, Senior Noteholders will receive $957.8 million of cash and $88.8 million of New Notes, Recovery Unit holders will receive $660.2 million of cash and $61.2 million of New Notes and Original Issue Discount Noteholders will receive $600 million of New Notes. The amount and form of restructuring consideration (if any) to be delivered or paid with respect to any series of the Subordinated Notes shall be determined by the Bank but shall not alter or reduce any entitlements deliverable to other creditors.
The Bank has also agreed with its Revolving Committed Trade Finance Facility (“RCTFF”) lenders on terms for the RCTFF. These terms provide for an extension of the maturity of the $348.2 million facility until 31 December 2015. Additionally, the RCTFF lenders have agreed to modify the eligibility criteria to facilitate increased utilisation of the RCTFF. This will enable BTA to finance new and profitable lending in accordance with its business plan. A summary of the new terms for the RCTFF is included in the letter posted on the Bank’s website.
The controlling shareholder, Samruk-Kazyna, will support the transaction through a combination of the conversion of deposits into equity resulting in an increase in its shareholding in the Bank, an increase in the coupon on its bonds held as an asset by the Bank and through a $1.592 billion interest-bearing loan subordinated to the New Notes.
Yerik Balapanov, Chief Executive Officer of the Bank, said “We are very pleased with the outcome of the negotiations with the Steering Committee. We agreed the restructuring terms as a result of negotiations carried out under internationally recognised standards of best practice. We believe that this restructuring will provide the Bank with a sound and stabilised balanced financial structure going forward. We hope to complete the restructuring by year end 2012.”
Joseph Swanson, Co-Head of Financial Restructuring Europe, Houlihan Lokey - financial advisor to the Steering Committee stated “All the signatories are pleased to have reached agreement on the basic terms of the restructuring. They are also pleased that the Bank has reached agreement with the RCTFF lenders on the terms of an extension that will facilitate new trade finance availability for the Bank, as well as the broader banking sector in Kazakhstan. We remain committed to working with the Bank and its advisers to achieve a successful conclusion to the restructuring of BTA’s indebtedness.”
During the course of negotiations and as part of their due diligence, the Bank has shared certain financial information as to its historical results and projected business plans with the Steering Committee and its advisers. This information shows that based on the Bank’s business plan and financial model, the restoration of the Bank’s Tier 1 capital ratio above 10% under Basel II will be achieved post-restructuring and should be maintained through 2016, although profitability will be restored after 2014.
The Bank was advised by Lazard Frères and White & Case LLP, as financial and legal advisors respectively. The Steering Committee was advised by Houlihan Lokey and Baker & McKenzie, as financial and legal advisors respectively.
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.
19.09.2012
BTA Bank’s Restructuring Recognised in Ukraine
BTA Bank JSC announces that the restructuring proceedings commenced in respect of the Bank before the Specialised Financial Court in Almaty have been recognised in Ukraine.
BTA Bank JSC (the “Bank”) announces that the restructuring proceedings commenced in respect of the Bank before the Specialised Financial Court in Almaty have been recognised in Ukraine. This recognition was granted by order of the Solomensky Regional Court of Kiev on 31 August 2012 and provides in Ukraine for:
- suspension of enforcement of judgments against the Bank in respect of the financial liabilities being restructured;
- suspension of the performance by the Bank of its obligations under such financial liabilities; and
- prevention of foreclosure by creditors of the Bank against its assets in Ukraine.
This recognition is a part of the Bank’s current restructuring process and the order follows successful applications for recognition made by the Bank in the United Kingdom and the United States, which were obtained on 11 July 2012 and 16 August 2012, respectively.
20.08.2012
BTA Bank’s Restructuring Proceedings Gain Recognition in the United States – Deadline to Complete the Restructuring Extended
BTA Bank JSC announces that the restructuring proceedings that have been commenced in respect of the Bank before the Specialised Financial Court in Almaty have been recognised in the United States as a foreign main proceeding.
BTA Bank JSC (the “Bank”) announces that the restructuring proceedings that have been commenced in respect of the Bank before the Specialised Financial Court in Almaty have been recognised in the United States as a foreign main proceeding. This recognition was granted by order of the United States Bankruptcy Court for the Southern District of New York under Chapter 15 of the U.S. Bankruptcy Code on 16 August 2012.
This recognition is a part of the Bank’s current restructuring process and the order imposes a stay on, among other things, any proceedings against BTA or against its property in the United States and follows a successful application for recognition made by the Bank in the United Kingdom, which was obtained on 11 July 2012.
The Bank also announces that the Specialised Financial Court in Almaty has extended the deadline by which the Bank’s restructuring proceedings must be finalised until 20 December 2012. This deadline has been extended due to on-going negotiations between the Bank and its creditors.
16.07.2012
BTA Bank Requests Disclosure of Security Holdings Information
As part of its current restructuring process, BTA Bank JSC is committed to full and open communication with its creditors and shareholders and will seek the highest level of participation from the Bank’s creditors and shareholders at the meetings that will be required to approve the restructuring plan.
As part of its current restructuring process, BTA Bank JSC (the “Bank”) is committed to full and open communication with its creditors and shareholders and will seek the highest level of participation from the Bank’s creditors and shareholders at the meetings that will be required to approve the restructuring plan. The Bank has therefore engaged DF King Worldwide to compile a list of holders of the Bank’s GDRs and Recovery Units to assist in the preparation for these meetings and to improve investor communication channels.
The Bank has therefore requested all holders of the following securities to disclose their identities and holdings of those securities to DF King Worldwide.
SECURITY | SEDOL | CUSIP | ISIN |
---|---|---|---|
GDRs - RegS | B54DW47 | 05574Y209 | US05574Y2090 |
GDRs - 144a | B68X336 | 05574Y100 | US05574Y1001 |
Recovery Units due 2020 - RegS | B54LBB1 | Y0994H12 | XS0532995049 |
Recovery Units due 2020 - 144A | B3Q2DM3 | 05574YAC | XS0532996799 |
Holders have been invited to respond to this request via one of the two options, below:
- provide the required information via their custodian bank to the relevant Clearing System (Euroclear or Clearstream, Luxembourg, as applicable) by means of the disclosure event in place by no later than 20 July 2012; or
- provide the required information directly to DF King Worldwide, as per the instructions on www.king-worldwide.com/kwwprojects/btabank, or directly to disclosures@king-worldwide.com
The Bank undertakes that all information received will be treated in the strictest confidence and will be used solely for the purposes of the Bank and its advisers. Aggregated anonymous data may be shared on a confidential basis with the creditors’ Steering Committee’s advisors.
Creditor and Shareholder Questions:
DF King Worldwide
Damian Watkin
+44 207 920 6904
dwatkin@king-worldwide.com
Katerina Papamichael
+44 207 920 6910
kpapamichael@king-worldwide.com
Note: If you have already disclosed the required information to DF King Worldwide, you need take no further action.
12.07.2012
BTA Bank’s Restructuring Proceedings Gain Recognition in the United Kingdom
BTA Bank JSC announces that the restructuring proceedings that have been commenced in respect of the Bank before the Specialised Financial Court in Almaty have been recognised in the United Kingdom as a foreign main proceeding.
BTA Bank JSC (the “Bank”) announces that the restructuring proceedings that have been commenced in respect of the Bank before the Specialised Financial Court in Almaty have been recognised in the United Kingdom as a foreign main proceeding. This recognition was granted by order of the High Court of Justice of England and Wales on 11 July 2012 pursuant to the UNCITRAL Model Law on cross-border insolvency as set out in the Cross Border Insolvency Regulations 2006.
This recognition is a part of the Bank’s current restructuring process and allows it to move forward without any possible delay from proceedings against the Bank or its assets since, subject to certain qualifications contained in the order, the Bank will be protected in the United Kingdom from:
(i) commencement or continuation of individual actions or individual proceedings concerning the Bank’s assets, rights, obligations or liabilities; and
(ii) execution against the Bank’s assets.
15.06.2012
BTA Bank Begins Negotiations on Its Proposed Financial Restructuring
“BTA Bank” JSC is pleased to announce that it has begun formal discussions with the Steering Committee of its creditors in respect of the proposed restructuring of certain of its financial indebtedness.
“BTA Bank” JSC (the “Bank”) is pleased to announce that it has begun formal discussions with the Steering Committee of its creditors in respect of the proposed restructuring of certain of its financial indebtedness. During meetings held on 12 and 13 June in London, the Bank’s advisers presented a draft of its preliminary restructuring proposal to the Steering Committee and its advisers. The Bank looks forward to welcoming the Steering Committee to due diligence meetings in Almaty next week and aims to progress substantive negotiations on an agreed term sheet over the following two weeks.
10.05.2012
Special Financial Court of Almaty Made a Decision About the Commencement of BTA Bank’s Restructuring
BTA Bank JSC is pleased to announce that on May 8, 2012 the Special Financial Court of Almaty granted the Bank’s May 2 application to commence the restructuring of its financial indebtedness.
BTA Bank JSC (the “Bank”) is pleased to announce that on May 8, 2012 the Special Financial Court of Almaty (the “Court”) granted the Bank’s May 2 application to commence the restructuring of its financial indebtedness.
The Court’s decision regarding the restructuring has immediate effect and accordingly the Bank now has gained legal protection in relation to the restructuring process in the Republic of Kazakhstan.
Anvar Saidenov, Chairman of the Board of Directors of the Bank commented: “We welcome today’s Court decision. It confirms the legitimacy of the restructuring process initiated by the Bank and gives us a high degree of confidence in its successful outcome. The next stage is the completion of due diligence by the advisors to the Steering Committee in parallel with which the Bank is finalising its business plan. The Bank and the Steering Committee and its advisors will start in June negotiation of the commercial terms of a restructuring which is fair to all stakeholders and ensures the effective development of the Bank in the long term.”
03.05.2012
BTA Bank Applies to The Almaty Court to Commence Restructuring; Recovery Units Accelerated
“BTA Bank” JSC announces that as part of the restructuring process on May 2, 2012 it filed an application with The Almaty Specialised Financial Court to initiate the process of a financial restructuring under the laws of Kazakhstan.
“BTA Bank” JSC (the “Bank”) announces that as part of the restructuring process on May 2, 2012 it filed an application with The Almaty Specialised Financial Court to initiate the process of a financial restructuring under the laws of Kazakhstan. In connection with the application, the Bank submitted to the court a Draft Restructuring Plan prepared in consultation with the advisers to the Bank’s Steering Committee and which was approved by the National Bank of Kazakhstan.
The Steering Committee, which represents multiple classes of the Bank’s creditors, has expressed its commitment to continue working with the Bank in order to develop a restructuring plan which will be fair to all classes of creditors. The Steering Committee advisors are conducting due diligence throughout the month of May. Formal negotiations between the Bank and the Steering Committee and their advisors with respect to the terms of the restructuring are expected to commence in June.
The Bank also announces that it has received a notice of acceleration in respect of its U.S $5,221,494,216 aggregate initial Reference Amount of Recovery Units (the “Recovery Units”) from BNY Mellon Corporate Trustee Services Limited (the “Trustee”) as trustee for the holders of the Units.
This action was not unexpected by the Steering Committee and the Bank. The Steering Committee (including Recovery Unitholders) remains committed to working with the Bank to achieve a consensual restructuring solution. The Bank believes that this acceleration will not have a material impact or effect on the restructuring discussion.
23.04.2012
BTA Bank Suspends Payments on its Recovery Units
“BTA Bank” JSC today announces that it has suspended all payments in respect of its U.S$5,221,494,216 aggregate initial Reference Amount of Recovery Units.
“BTA Bank” JSC (“BTA” or the “Bank”) today announces that it has suspended all payments in respect of its U.S$5,221,494,216 aggregate initial Reference Amount of Recovery Units (the “Recovery Units”). The Bank believes that the suspension of these payments is in the best interests of its creditors generally and that it would not be appropriate to make payments in respect of the Recovery Units when BTA has not paid amounts due on the Bank’s Senior Notes and while discussions continue with stakeholders on the financial restructuring of the Bank.
03.04.2012
BTA Bank Confirms the Appointment of Steering Committee and Advisers
“BTA Bank” JSC is pleased to announce that, following consultations with its creditors and in response to their proposals, it has formally agreed to the creation of a steering committee of creditors to co-ordinate discussions in relation to the proposed restructuring of the Bank’s financial indebtedness.
“BTA Bank” JSC (the “Bank”) is pleased to announce that, following consultations with its creditors and in response to their proposals, it has formally agreed to the creation of a steering committee of creditors (the “Steering Committee”) to co-ordinate discussions in relation to the proposed restructuring of the Bank’s financial indebtedness.
Membership of Steering Committee and Engagement of Advisers
The Steering Committee for the proposed restructuring comprises Ashmore Investment Management Limited (as agent for and on behalf of certain funds and accounts for which it acts as investment adviser), the Asian Development Bank, D.E. Shaw Oculus International, Inc. and D.E. Shaw Laminar International, Inc., FFTW UK Limited – a BNP Paribas Investment Partner, Gramercy Funds Management LLC, J.P. Morgan Securities Ltd., Nomura International plc, , The Royal Bank of Scotland plc, Swedish Export Credits Guarantee Board – EKN and VR Capital Group Ltd.
Houlihan Lokey and Deloitte have been selected by the Steering Committee after a competitive selection process as joint financial advisers and Baker & McKenzie has been selected as its legal adviser.
The financial advisers to the Steering Committee will begin their work by conducting due diligence on the Bank’s business plan and financial position and are expected to meet the Bank’s management in Almaty in the near future.
Appointment of PwC as Strategic Business Consultant
The Bank is also pleased to announce that PricewaterhouseCoopers has been hired to act as its consultant in relation to its business strategy. PwC has been conducting a review of the Bank’s strategy and business and is working with the Bank on the development of its new business plan.
Meeting with the Steering Committee and its Advisers
The Bank held a meeting with the Steering Committee and its advisers on 19 March. At this meeting, the Bank presented alongside PwC the Bank's strategic vision and its competitive strengths and positioning. Hogan Lovells, the Bank’s counsel, presented an update on the status of the asset recovery process. The Bank will now start a process of sharing information with the Steering Committee's advisers as they start their financial due diligence. The presentations made by the Bank and its advisers at the meeting have already been made available on the Bank's website.
Anvar Saidenov, Chairman of BTA Bank, commented:
”We are working closely with the Steering Committee and all our advisers to ensure a sustainable future for the Bank and the best possible consensual outcome for all stakeholders. These appointments are a significant step forward in the process and in due course we will present our new business plan to the Steering Committee”.
The Steering Committee endorses the appointment of Mr Babayan and Mr Brezinski to serve as Creditor Directors on the Bank's Board of Directors. At the request of the Bank, certain members of the Steering Committee participated in a teleconference with Mr. Ilkka Salonen, the candidate for appointment to the Bank's Board of Directors as a new Independent Director, on 23 March 2012. The Steering Committee has not raised any objection to his proposed appointment nor to the appointment of Mr Balapanov as a director and CEO of the Bank.
Lazard Frères and White & Case are acting as financial and legal advisers to the Bank.
22.03.2012
BTA Bank Announces the Results of Noteholders’ Meetings
Almaty, 22 March, 2012 – “BTA Bank” JSC is pleased to announce that in the meetings of Noteholders held on 21 March Noteholders approved candidates to serve as Creditor Directors on the Bank’s Board of Directors.
Almaty, 22 March, 2012 – “BTA Bank” JSC (the “Bank”) is pleased to announce that in the meetings of Noteholders held on 21 March Noteholders approved candidates to serve as Creditor Directors on the Bank’s Board of Directors.
The following candidates were approved by Noteholders for nomination to serve on the Bank’s Board of Directors:
- Mr. Sergey Babayan (as a Creditor Director on behalf of Senior Noteholders)
- Mr. Jacek Brzezinski (as a Creditor Director on behalf of OID Noteholders)
The names of these nominees, together with the nominees for the two other vacancies on the Board will now be submitted for approval at the Extraordinary General Meeting of the Bank’s shareholders to be held on 11 April 2012. The other nominees are Mr. Ilkka Salonen, who has been nominated by the Bank as an independent director, and the Bank’s CEO designate, Mr. Yerik Balapanov, who has been nominated by JSC “Samruk-Kazyna”. Biographical information for all the nominees will be available on Monday 26 March 2012 on the Bank’s website, www.bta.kz.
Anvar Saidenov, Chairman of the Bank, commented:
“The management of the Bank welcomes these nominations and believes it is important that the Board should be fully representative of creditors and other stakeholders. We urge all shareholders and GDR holders to submit their votes to the EGM as soon as possible to ensure that their views are reflected at the meeting. As we have discussed with the Steering Committee, it is very important to the Bank that its Board of Directors becomes fully constituted yet again as soon as possible.”
29.02.2012
BTA Convenes Noteholder Meetings to Elect Creditor Directors
“BTA Bank” JSC (the “Bank”) is pleased to announce that meetings of its Senior Noteholders and OID Noteholders have been convened for 21 March 2012 to consider and approve (subject to subsequent approval by the Bank’s general shareholders’ meeting) the appointment of new Creditor Directors to the Board of Directors of the Bank. One Creditor Director will be appointed on behalf of the Senior Noteholders and one Creditor Director will be appointed on behalf of the OID Noteholders.
“BTA Bank” JSC (the “Bank”) is pleased to announce that meetings of its Senior Noteholders and OID Noteholders have been convened for 21 March 2012 to consider and approve (subject to subsequent approval by the Bank’s general shareholders’ meeting) the appointment of new Creditor Directors to the Board of Directors of the Bank. One Creditor Director will be appointed on behalf of the Senior Noteholders and one Creditor Director will be appointed on behalf of the OID Noteholders.
Mr. Sergey Babayan has been nominated by the Senior Noteholders for election as a Creditor Director on their behalf and Dr. Andrew Pospielovsky and Mr. Jacek Brzezinski have been nominated by the OID Noteholders for election as a Creditor Director on their behalf. Since the election of Creditor Directors is a matter for Senior Noteholders and OID Noteholders, the Bank expresses no opinion at all on the merits of any of the abovementioned candidates other than to state that it looks forward to working with whichever candidates are elected and that it has been asked by prospective members of the steering committee of the Bank's creditors to advise Noteholders that those prospective members endorse the candidacies of Mr. Babayan (as a Creditor Director on behalf of the Senior Noteholders) and of both Mr. Brzezinski and Dr. Pospielovsky (as a Creditor Director on behalf of the OID Noteholders).
In accordance with its Undertaking, entered into in connection with the restructuring of its financial indebtedness in 2010, in addition to the candidates nominated by Senior Noteholders and OID Noteholders, the Bank has also nominated candidates to serve as Creditor Directors, namely, Mr. Yury Voicehovsky, on behalf of the Senior Noteholders and Mr. Mikhail Jernov, on behalf of the OID Noteholders.
The Bank hopes that Noteholders will approve the appointment of the Noteholder-nominated candidates but, in the event that Noteholders of the relevant series do not elect one of the relevant candidates, the Bank urges them not to reject its candidate since this will require the entire election process to be repeated and will significantly delay the appointment of new Creditor Directors. The lack of Creditor Directors has a significant impact on the management of the Bank and it is important that Creditor Directors are appointed as soon as possible.
Brief biographies of the candidates can be found on the Bank’s website at: http://www.bta.kz/en/investor/
Notices convening the meetings were distributed yesterday to Senior Noteholders and OID Noteholders via Euroclear and Clearstream, Luxembourg. These notices are available on the Bank’s website at: http://www.bta.kz/en/investor/. Senior Noteholders and OID Noteholders should refer to these notices for detailed instructions on how to vote at the meetings. Senior Noteholders should note that Mr. Dmitri Beliaev is also listed as a Noteholder-nominated candidate in the notice to Senior Noteholders but should be aware that Mr. Beliaev has subsequently withdrawn his candidacy.
Senior Noteholders and OID Noteholders have the choice of voting for a Noteholder-nominated candidate or not voting for any of them and will also be asked whether they disapprove the relevant candidate nominated by the Bank. If a Noteholder-nominated candidate is not approved at the meeting, then, unless objected to at the meeting, the Bank’s candidate will be appointed (subject to subsequent approval by the Bank’s general shareholders’ meeting).
As described in the notices, Senior Noteholders have until 11:00 am (London time) on 19 March 2012 and OID Noteholders have until 11:20 am (London time) on 19 March 2012 to vote to approve the appointment of a candidate nominated by Senior Noteholders or OID Noteholders or, alternatively, vote to disapprove such candidates in the form of Electronic Instructions via Euroclear and Clearstream, Luxembourg. Senior Noteholders and OID Noteholders may vote to approve no more than one such candidate. Any Senior Noteholder or OID Noteholder who has not yet received the relevant notice should contact their bank, securities broker or any other intermediary through which they hold their Senior Notes or OID Notes.
Any candidate nominated by Senior Noteholders or OID Noteholders who is approved by a majority in value of Senior Noteholders or OID Noteholders (as the case may be) voting at the relevant meeting will (subject to subsequent approval by the Bank’s general shareholders’ meeting) be appointed to the Board as a Creditor Director on behalf of the Senior Noteholders or OID Noteholders (as the case may be).
If no such candidate is approved by the requisite majority of Senior Noteholders or OID Noteholders, then the Bank’s candidate will (subject to subsequent approval by the Bank’s general shareholders’ meeting) be appointed to the Board as a Creditor Director on behalf of the Senior Noteholders or OID Noteholders (as the case may be) unless such candidate is objected to by 25 per cent. or more in value of Senior Noteholders or OID Noteholders (as the case may be) voting at the relevant meeting.
Accordingly, when completing their Electronic Instructions, Senior Noteholders and OID Noteholders may also vote to object to the appointment of the Bank’s candidate in the event that no candidates nominated by Senior Noteholders or OID Noteholders (as the case may be) are approved by the requisite majority at the relevant meeting.
Any questions relating to the completion and submission of Electronic Instructions should be addressed to The Bank of New York Mellon, London Branch, as Principal Paying and Transfer Agent, as follows:
Contact: Debt Restructuring Services
Tel: +44 (0) 20 7964 4958
Fax: +44 (0) 20 7964 2536
Email: debtrestructuring@bnymellon.com
07.02.2012
JSC “BTA Bank” Announces the Formation of a Creditors’ Steering Committee
Almaty, 6 February 2012 – JSC “BTA Bank” is pleased to announce that following the meetings arranged over the past two weeks with holders of the Bank’s Senior, OID and Subordinated Notes, its Recovery Units and participants in the RCTFF, a Steering Committee has now been formed to represent the interests of the Bank’s various creditor stakeholders.
Almaty, 6 February 2012 – JSC “BTA Bank” (the “Bank”) is pleased to announce that following the meetings arranged over the past two weeks with holders of the Bank’s Senior, OID and Subordinated Notes, its Recovery Units and participants in the RCTFF, a Steering Committee has now been formed to represent the interests of the Bank’s various creditor stakeholders.
The Steering Committee is comprised of a diversified and representative group of the Bank’s public and private sector creditors and includes certain funds and accounts managed or advised by Ashmore Investment Management Limited, the Asian Development Bank, the D.E. Shaw Group, FFTW UK Limited – a BNP Paribas Investment Partner, Gramercy Funds Management LLC, J.P. Morgan Securities Ltd., Nomura International plc and VR Capital Group Ltd. A seat on the Steering Committee is reserved for the Swedish Export Credits Guarantee Board – EKN (which has been participating on a preliminary basis for the purposes of forming the Steering Committee) and a seat is also reserved for a representative of participants in the RCTFF.
Members of the Steering Committee collectively hold the Bank’s Senior Notes, OID Notes, Subordinated Notes and Recovery Units.
The Bank believes that the establishment of the Steering Committee is a very positive development and looks forward to working with the Steering Committee with the aim of developing a restructuring plan that ensures the Bank’s viability.
The Bank and its financial and legal advisers will be meeting with the Steering Committee in London on Wednesday, 8 February 2012.
Anvar Saidenov, Chairman of the Bank, commented:
“We welcome the establishment of the Steering Committee, which is an important step forward in the Bank's restructuring plans. The Bank recognises the importance of building a broad consensus for the restructuring process and is pleased by the diversity of creditors and believes that the Steering Committee will be effective given their representation and restructuring experience.
While much work remains to be done we believe that, with goodwill and constructive engagement on all sides, the Steering Committee can help us to arrive at the best solution for the Bank and all its stakeholders.”
The members of the Steering Committee have advised the Bank that their participation in the Steering Committee, and in any related discussions regarding the possible restructuring of the Bank, do not amount to, and should not be construed as, any waiver or discharge of any rights they or other creditors or the Trustee may have against the Bank, Samruk-Kazyna or any other party in respect of any securities issued by the Bank or any of the related undertakings or the Trust Deed.
23.01.2012
Meetings with creditors scheduled for the week of 23 January 2012 – Creditors’ Meeting Presentation on 27 January 2012 Nomination process for new Creditor Directors commenced
Almaty, 23 January 2012 – “BTA Bank” JSC is pleased to confirm that during the week of 23 January it has arranged meetings with holders of the Bank’s Senior, OID and Subordinated Notes, its Recovery Units and participants in the RCTFF that have expressed an interest in participating on the steering committee that will be established to represent the interests of the Bank’s various creditor stakeholders.
Almaty, 23 January 2012 – “BTA Bank” JSC (the “Bank”) is pleased to confirm that during the week of 23 January it has arranged meetings with holders of the Bank’s Senior, OID and Subordinated Notes, its Recovery Units and participants in the RCTFF that have expressed an interest in participating on the steering committee that will be established to represent the interests of the Bank’s various creditor stakeholders.
Should other holders of the Bank’s Senior, OID and Subordinated Notes, Recovery Units or participants in the RCTFF wish to participate on the steering committee, they must identify themselves and disclose their holdings to the Bank’s financial adviser, Lazard Frères, as soon as practicable, by sending an e-mail to the following address: BTA.Noteholders@lazard.fr.
On Friday, 27 January 2012 at 2 pm, the Bank will also make a presentation to its creditors at a meeting held at the offices of White & Case LLP in London. All creditors interested in attending that presentation should submit a request by e-mail to the following address: BTA.Noteholders@lazard.fr and they are also strongly encouraged to disclose their holdings as this will facilitate a better understanding of the various constituencies holding the Bank’s securities, enhance the Bank’s communications with them and ensure adequate representation on the steering committee.
The Bank is also pleased to confirm that notices have been distributed to holders of Senior Notes and OID Notes through the clearing systems inviting them to nominate candidates for the Creditor Director positions that currently remain vacant following the resignations of the two Creditor Directors from the Bank’s Board of Directors. The nominations must be made on or before 11:00 am (London time) on 10 February 2012 by submitting appropriate electronic instructions through the relevant clearing systems. Following this deadline, the Bank shall contact the nominating holders of Senior and OID Notes in order to obtain information about the nominees in order to enable Senior and OID Noteholders to make informed voting decisions at the subsequent meetings of Noteholders.
The Bank would like to repeat its assurance that the Bank’s restructuring will in no way prejudice the interests of depositors. The Bank’s obligations to depositors will be fully honoured and the Bank confirms that it continues to service deposit transactions and credits, make money transfers and handle payment card transactions for its customers as usual.
16.01.2012
UPDATE ON THE RESTRUCTURING PROCESS; PRELIMINARY TALKS WITH STAKEHOLDERS HAVE STARTED
“BTA Bank” JSC thanks its GDR holders and creditors for attending the meetings and for the constructive approach that was demonstrated during the investors’ presentations organized by the Bank in Brussels, Frankfurt, Geneva, London, Miami, Munich, New York and Stockholm on January 11 and 12.
“BTA Bank” JSC (the “Bank”) thanks its GDR holders and creditors for attending the meetings and for the constructive approach that was demonstrated during the investors’ presentations organized by the Bank in Brussels, Frankfurt, Geneva, London, Miami, Munich, New York and Stockholm on January 11 and 12.
Around 130 people, representing 70 financial institutions, attended the meetings, during which the Bank presented its current situation and detailed the decisions that shareholders will need to take at the General Shareholders’ Meeting on 26 January 2012.
The Bank is pleased to confirm that it plans to enter into consensual negotiations with its stakeholders with a view to developing a Restructuring and Recapitalization Plan under Kazakhstan law that could ultimately be submitted to all relevant bodies for approval. To this end, it will hold preliminary discussions with creditors during the week of 23 January with a view to preparing for the engagement of a Steering Committee.
As mentioned during the meetings, and to facilitate the formation of a representative Steering Committee, the Bank invites holders of its Senior, OID, Subordinated Notes and Recovery Units to identify themselves and disclose their holdings to its financial adviser, Lazard Frères, as soon as practicable, by sending an e-mail to the following address: BTA.Noteholders@lazard.fr.
The Bank would like to repeat its assurance that the possible restructuring will in no way prejudice the interests of the depositors. The Bank’s obligations to depositors will be fully honoured and it will continue to service deposit transactions, credits, make money transfers for all its customers and handle payment card transactions as usual.
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At the meetings a number of investors raised various points which were answered by the Bank and its advisers. The Bank would like to take this opportunity to repeat those answers and clarifications.
Supermajority Resolutions
The Bank has asked its GDR holders and other shareholders to vote at the General Shareholders’ Meeting to be held on 26 January in favour of a number of resolutions not only because it is critical to have their support in order to be able to conduct a successful restructuring process but also because under its Charter certain of those resolutions need to be passed by a Supermajority at a General Shareholders’ Meeting. Please note that for these purposes a Supermajority means, in essence, a majority including two thirds of the GDRs which vote at the meeting. Some have commented that the requirement is that two thirds of the GDRs as a whole have to support the relevant resolution. That is not correct: it is only two thirds of the GDRs who actually vote. Therefore, if two thirds of the voting GDRs vote in favour of a resolution, it will be passed.
Second GDR Holders' vote on the Restructuring
Two of the resolutions on the agenda for the General Shareholders’ Meeting, relate to the proposed restructuring. That is because under the Bank’s Charter certain components of the restructuring process need Supermajority approval. The resolutions are broadly worded because it is difficult to predict in advance the detailed restructuring process. However, as indicated above, part of that process is the engagement of a Steering Committee representing key stakeholder interests. Following the engagement of the Committee and successful negotiation of a restructuring plan, that plan will be submitted for approval both to a further General Shareholders’ Meeting (by a Supermajority) and at a creditors' meeting. This means that for the restructuring plan to become effective the consent of the both the affected creditors and the GDR holders will be required. Therefore, the purpose of these resolutions is only to show shareholder support for the initiation of the process. We will also need shareholder support for the actual restructuring plan and that will be sought at a further General Shareholders’ Meeting.
The Restructuring itself
Following the engagement of the Steering Committee, the Bank and the Committee will, with the involvement of Samruk-Kazyna as one of the Bank’s key stakeholders, proceed to negotiate an orderly restructuring of certain of the Bank’s assets and liabilities, with a view to achieving a satisfactory restoration of the Bank's IFRS capital position. Which liabilities will be restructured and how they will be restructured and the weighting to be given to them in the resulting creditor vote will be part of that negotiation and at this point the only liabilities ruled out of the process are the Bank’s customer deposits and its liabilities to employees, ordinary trade creditors and other creditors such as those excluded from the 2010 restructuring.
The moratorium resolution
The Chairman’s letter of 23 December explained why it was not in the interests of the Bank’s shareholders to pay the interest due on 3 January and that shareholders would be asked to approve that non-payment. Related to this the Bank’s Charter requires Supermajority approval of any moratorium on the payment of the Bank’s debts. Such a moratorium may be appropriate in the future but for the moment, none has been declared. Therefore, what this resolution does is approve the non-payment of interest and in effect authorises the Bank’s Management Board to impose a formal moratorium on payments on selected classes of debt should the Bank’s situation merit that.
Amendments to the Charter
As the Bank has explained in previous releases and in materials made available for the General Shareholders’ Meeting, both the Creditor Directors have resigned and as a result it is not possible for the Bank to hold a quorate meeting of its Board of Directors. That will be a major problem for all stakeholders unless something is done to remedy it. The resolution amending the Charter does this and the materials the Bank has made available explain in more detail what is proposed. However, the Bank would like to reassure all stakeholders that if the Charter is amended as requested, the Bank will only use the flexibility this gives to carry on its business as normal, to prepare for the restructuring and to pursue Recoveries. Outside these three areas, the Bank will postpone decisions until the new Creditor Directors have been appointed or another governance structure has been established. The process for nominating new Creditor Directors has already started but may take two to three months. Until then, without the proposed amendments to the Charter, the Bank will be limited in its activities and may not be able to pursue Recoveries effectively.
11.01.2012
Notice
Dear All, In connection with the announced investors meetings, the presentation is available on the Bank's website.
BTA Bank informs that Mr. Marat Z. Zairov has resigned from the position of the Chairman of the Management Board of BTA Bank on his own initiative due to health reasons.
Hereby the Bank would like to state that information circulated in some mass media that Mr. M.Z. Zairov has resigned from the position of the Chairman of the Management Board of BTA Bank due to “disagreements in approach to the restructuring of bank’s indebtedness and asset recovery including foreign ones” does not reflect the reality.
Responsibilities of the Chairman of the Management Board of BTA Bank are temporarily passed to Mr. Askhat N. Beisenbayev, Deputy Chairman of the Management Board.
Please be informed that from January 11, 2012 Mr. Christoph Schoefboeck has resigned from his position as a Member of the Board of Directors (Creditor Director) of JSC BTA Bank.
Date | Event | |
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6 December 2012 | Investors Call Presentation | ![]() |
20 November 2012 | Description of the Voting Process for Creditors and Shareholders | ![]() |
22 March 2012 | Steering Committee Meeting Presentation | ![]() |
27 January 2012 | Presentation to Creditors | ![]() |
11 January 2012 | Presentation to the GDR Holders | ![]() |