POST-RESTRUCTURING DATE NOTICE OF SETTLEMENT INSTRUCTIONS

Transcription

1 SENT THROUGH EUROCLEAR AND CLEARSTREAM POST-RESTRUCTURING DATE NOTICE OF SETTLEMENT INSTRUCTIONS MADE IN ACCORDANCE WITH THE RESTRUCTURING PLAN of BTA BANK JSC (the Bank ) THIS NOTICE OF SETTLEMENT INSTRUCTIONS IS FOR THE ATTENTION OF HOLDERS OF THE FOLLOWING SECURITIES ISSUED BY THE BANK (TOGETHER, THE NOTES ): U.S.$384,848,130 Fully Accreted Principal Amount of Original Issue Discount Notes due 2021 (the Dollar Notes ) (Common Code and ISIN XS (Reg S); Common Code and ISIN XS (Rule 144A)); and EUR 437,110,856 Fully Accreted Principal Amount of Original Issue Discount Notes due 2021 (the Euro Notes ) (Common Code and ISIN XS (Reg S); Common Code and ISIN XS (Rule 144A)) This Notice should be read in conjunction with the Notice of Settlement Instructions dated 30 November 2012 and the Supplemental Notice of Settlement Instructions dated 5 December 2012 issued by the Bank and the Bank s Information Memorandum dated 8 November 2012 (as supplemented) (the Information Memorandum ) which can be obtained from the Bank s website at Terms used in this Notice and defined in the Information Memorandum are used herein as so defined. This Notice is for Noteholders who did not submit Electronic Instructions before the Settlement Instructions Deadline. The Entitlements of any Noteholders who failed to submit Electronic Instructions before the Settlement Instructions Deadline will be held by The Bank of New York Mellon, London Branch as the Distribution Agent and such Noteholders have until 10:00 am (GMT) on 24 December 2015 (the Entitlement Termination Date ) to submit, or arrange to have submitted on their behalf, Electronic Instructions and receive their Entitlements. The next distribution of Entitlements will be made by the Distribution Agent on 1 February In order to receive their Entitlements on this date, Noteholders must submit their Electronic Instructions on or before 10:00 am (GMT) on 25 January Each Noteholder who fails to submit an Electronic Instruction by 10:00 am (GMT) on 25 January 2013 may still submit Electronic Instructions up until the Entitlement Termination Date. Such Electronic Instructions shall constitute the Noteholder s Settlement Instructions for the purposes of the Restructuring. A Noteholder must submit or arrange to have submitted on its behalf a separate duly completed Electronic Instruction in the form of an authenticated SWIFT message or a message through EUCLID Server in relation to each series of Notes held by them to the Designated Clearing Systems in accordance with the requirements of the relevant Designated Clearing System and in the manner specified herein. Noteholders LONDON

2 should check with their bank, securities broker or any other intermediary through which they hold their Notes whether such bank, securities broker or other intermediary will apply earlier deadlines for participation to those set out in this Notice of Settlement Instructions and, if so, should comply with those deadlines. Only Direct Participants may submit Electronic Instructions. Each Noteholder that is not a Direct Participant must arrange for the Direct Participant through which it holds the relevant Notes to submit an Electronic Instruction on its behalf to the relevant Designated Clearing System. If a Noteholder does not submit Electronic Instructions before the Entitlement Termination Date, such Noteholder s Entitlement will be extinguished and the New Notes forming such Entitlement will be cancelled and/or returned to the Bank to hold for its own account. Direct Participants holding Notes on behalf of more than one Beneficial Owner do not need to submit separate Electronic Instructions for each Beneficial Owner but may nonetheless do so. Before completing and submitting Electronic Instructions, Noteholders should read the detailed instructions contained in this Notice of Settlement Instructions. Any questions relating to the completion and submission of Electronic Instructions should be addressed to The Bank of New York Mellon, London Branch as follows: Contact: Debt Restructuring Services Tel: Fax: debtrestructuring@bnymellon.com LONDON

3 INSTRUCTIONS FOR THE COMPLETION AND SUBMISSION OF ELECTRONIC INSTRUCTIONS ACCOUNTHOLDER DETAILS The Electronic Instructions must include the full name of the Direct Participant through which the Noteholder holds its Notes and the securities account number with the Designated Clearing System through which the Notes are held. CLAIM DETAILS The Electronic Instructions must specify the series of Notes (including Common Code and ISIN number) to which such Electronic Instructions relate and must also state the aggregate Fully Accreted Principal Amount of Notes held by the Noteholder to which the Electronic Instructions relate. ENTITLEMENTS For every U.S.$1,000 in Net Accreted Principal Amount (as at 30 June 2012) of Dollar Notes held, Noteholders are entitled to U.S.$1, in nominal amount of the U.S.$750,000, per cent. Notes of the Bank due 2022 (the New Notes ). This means that for every U.S.$1,000 in Fully Accreted Principal Amount of Dollar Notes held, Noteholders are entitled to U.S.$ in nominal amount of New Notes. For every EUR 1,000 in Net Accreted Principal Amount (as at 30 June 2012) of Euro Notes held, Noteholders are entitled to U.S.$1, in nominal amount of New Notes. This means that for every EUR 1,000 in Fully Accreted Principal Amount of Euro Notes held, Noteholders are entitled to U.S.$ in nominal amount of New Notes. Any fractions of New Notes to which Noteholders may be entitled will be cancelled or sold by the Bank and, if sold, the Bank shall retain the Net Proceeds of Sale. SETTLEMENT A Noteholder s Entitlement will be credited to the Designated Clearing System account from which its Electronic Instruction was sent. INVESTOR STATUS The Direct Participant must specify in each Electronic Instruction that such Electronic Instruction is submitted on behalf of: (i) (ii) (iii) a Noteholder residing in the United States who is a QIB (or a person acting on behalf of a Noteholder who is residing in the United States and is a QIB); or a Noteholder residing in the United States who is an Accredited Investor (or a person acting on behalf of a Noteholder who is residing in the United States and is an Accredited Investor); or a Noteholder who is residing outside the United States (or a person acting on behalf of a Noteholder residing outside the United States). LONDON

4 If any Electronic Instructions do not specify either (i), (ii) or (iii) above, the Noteholder to which such Electronic Instructions relates will not be eligible to receive New Notes until such time as an Electronic Instructions containing this information is submitted by, or on behalf of, such Noteholder. In this Notice of Settlement Instructions QIB means a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended, and Accredited Investor means an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. DEED OF RELEASE By submitting the Electronic Instructions, the Noteholder will be deemed to have authorised the Bank to execute the Deed of Release on its behalf. REPRESENTATIONS AND UNDERTAKINGS By submitting, or arranging to have submitted on your behalf, an Electronic Instruction, Noteholders will be deemed, on the date on which such Electronic Instruction is submitted and the date on which Entitlements are distributed in accordance with such Electronic Instruction, (i) to make the representations and give the undertakings set out in Schedule 11 (Representations and Undertakings of Claimants) to the Information Memorandum, and (ii) to represent that they are not related to any member of the management board or supervisory board of the Bank as at 31 December 2008 or connected thereto within the meaning of the Insolvency Act If any Noteholders are unable to give these representations and undertakings, they must immediately contact the Bank as follows: Contact: Mr. Asset Zhaisanov Tel: Fax: zhaisanov@bta.kz This Notice of Settlement Instructions and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law. LONDON

5 This Notice of Settlement Instructions is given by: BTA BANK JSC 97, Zholdasbekov str. md Samal-2, Almaty, , Kazakhstan 8 January 2013 LONDON