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PROPOSED PLACING OF APPROXIMATELY 385 000 ORDINARY SHARES IN THE FORM OF SHARES AND GLOBAL DEPOSITARY RECEIPTS OF JOINT-STOCK COMPANY "NATIONAL ATOMIC COMPANY “KAZATOMPROM” (THE “COMPANY”) BY JOINT-STOCK COMPANY “SOVEREIGN WEALTH FUND “SAMRUK-KAZYNA”

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03.06.2020 18:40

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY LAW

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

PROPOSED PLACING OF APPROXIMATELY 385 000 ORDINARY SHARES IN THE FORM OF SHARES AND GLOBAL DEPOSITARY RECEIPTS OF JOINT-STOCK COMPANY "NATIONAL ATOMIC COMPANY “KAZATOMPROM” (THE “COMPANY”) BY JOINT-STOCK COMPANY “SOVEREIGN WEALTH FUND “SAMRUK-KAZYNA” TO RETAIL INVESTORS WHO ARE CITIZENS OF THE REPUBLIC OF KAZAKHSTAN

03 June 2020

Further to the announcement released on 2 June 2020 in relation to the placing by Joint-Stock Company “Sovereign Wealth Fund “Samruk-Kazyna” (“Samruk-Kazyna”)approximately 11.885 million ordinary shares in the share capital of the Company (the “Shares”) in the form of Shares (Astana International Exchange (the “AIX”) trading symbol “KAP”) and global depositary receipts representing Shares (the “GDRs” and together with the Shares, the “Placing Securities”) (1 GDR AIX trading symbol “KAP.Y” = 1 Share) pursuant to: .

1. an offering of Shares (in the form of Shares and GDRs) to institutional investors by way of an accelerated bookbuild process on the LSE and the AIX in accordance with the rules and regulations of the LSE and AIX, respectively (the “Institutional Placing”); and

2.  an offering of Shares (in the form of Shares and GDRs) to retail investors which are citizens of the Republic of Kazakhstan by way of an extended bookbuild process on the AIX in accordance with the rules and regulations of the AIX (the “Retail Placing”),

Of the 15,896,423 aggregate amount of Shares (in the form of Shares and GDRs) sold in the Institutional Placing on the LSE and the AIX on 3 June 2020. Samruk-Kazyna now intends to sell approximately 385,000 Shares (in the form of Shares and GDRs) of the Company to retail investors who are citizens of the Republic of Kazakhstan pursuant to the Retail Placing.

JSC Subsidiary Organization of Halyk Bank of Kazakhstan “Halyk Finance” is acting as AIX Coordinator and Bookrunner for the Institutional and Retail Placing on the AIX.

The Retail Placing on the AIX will be open on 3 June 2020 at 15:40 Nur-Sultan time till 8 June 2020 at 16:00 Nur-Sultan time. The final number of the Placing Securities to be placed in the Retail Placing will be agreed by Samruk-Kazyna and the AIX Coordinator and Bookrunner following completion of the retail bookbuild process, provided that (i) a maximum amount of 385,000 Shares (in the form of Shares and GDRs) will be placed in the Retail Placing and (ii) the placing price for the Retail Placing is equal to the placing price for the Institutional Placing which is set at a price of USD 13 per GDR and at a price of KZT 5 230.81 per Share based on the official exchange rate of the National Bank of the Republic of Kazakhstan of KZT 402.37 per US$ 1 as of 3 June 2020. The results of the Retail Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of Samruk-Kazyna and the AIX Coordinator and Bookrunner. Any subscription or purchase of Shares in the form of Shares or GDRs of the Company on the AIX should be made solely on the basis of information contained in the AIX Market Notices published by the AIX in connection with the AIX Retail Placing. The Company will not receive any proceeds from the Retail Placing.

The Retail Placing will be arranged solely by the AIX Coordinator and Bookrunner as instructed by Samruk-Kazyna, and no one other will provide any services in connection with, or have any other involvement whatsoever in, the Retail Placing and, consequently, no one other shall be responsible for, nor shall they have any liability to any party in connection with, the Retail Placing.

Any of the Company’s Shares and GDRs held by Samruk-Kazyna which are not sold in the Placing will be subject to a 180-day lock-up, subject to customary exceptions.

Any of the Company’s Shares and GDRs held by Samruk-Kazyna which are not sold in the Placing and any Shares and GDRs acquired in the Placing by any entity that is controlled by Samruk-Kazyna (an “Affiliate Purchaser”) will be subject to a 180-day lock-up, subject to customary exceptions. The current ownership interest of Samruk-Kazyna in the Company is approximately 81.28%, and assuming all of Shares (in the form of Shares and GDRs) offered in the Placing are sold, immediately following the Placing Samruk-Kazyna will continue to hold approximately 75% and an Affiliate Purchaser will hold approximately 0.3% of the issued share capital of the Company, respectively.

The Placing is a part of the Complex Privatisation Plan for 2016-2020, as approved by the Government of the Republic of Kazakhstan, under which the Company was identified as a portfolio company of Samruk-Kazyna to be partially privatised. It was further resolved by the Government of the Republic of Kazakhstan to dispose of up to 25% of the share capital of the Company. Following this, Samruk-Kazyna offered and sold Shares and GDRs representing in aggregate 14.92% of the Company’s share capital in a public offering in November 2018, pursuant to which its GDRs and Shares were admitted to the Official List of the AIX and its GDRs were admitted to the Official List of the UK Financial Conduct Authority and to trading on both the LSE and the AIX. In September 2019, Samruk-Kazyna offered and sold GDRs representing in aggregate 3.8% of the Company’s share capital by way of an accelerated bookbuild through the LSE and the AIX. Samruk-Kazyna now intends to sell additional ordinary shares in the form of shares and global depositary receipts of the Company pursuant to the Placing. The pricing of Institutional Placing is held on 3 June 2020 and settlement is expected on 5 June The Institutional Placing was aimed at increasing the liquidity of the Company’s securities.  

Important Notice:

This announcement does not, and shall not, in any circumstances constitute a public offering, nor an offer to sell or to subscribe for, nor a solicitation to offer to purchase or to subscribe for securities in any jurisdiction. The distribution of this announcement and the offering or sale in the Institutional and Retail Placing in certain jurisdictions may be restricted by law. No action has been taken by Samruk-Kazyna (or any affiliates thereof) or the AIX Coordinator and Bookrunner or any of their respective affiliates that would, or which is intended to, permit a public offer in the Institutional and Retail Placing in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Institutional and Retail Placing in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Samruk-Kazyna and the AIX Coordinator and Bookrunner to inform themselves about and to observe any applicable restrictions.

No prospectus or offering document has been or will be prepared in connection with the Institutional and Retail Placing. Any investment decision to buy the Retail Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Samruk-Kazyna (or any affiliate thereof) or the AIX Coordinator and Bookrunner or any of their respective affiliates.

Information contained herein is not an offer, or an invitation to make offers, to sell, purchase, exchange or otherwise transfer securities in Kazakhstan to or for the benefit of any Kazakhstani person or entity, except for those persons or entities that are capable to do so under the legislation of the Republic of Kazakhstan and any other laws applicable to such capacity of such persons or entities. This announcement shall not be construed as an advertisement (i.e. information intended for an unlimited group of persons which is distributed and placed in any form and aimed to create or maintain interest in the Company and its merchandise, trademarks, works, services and/or its securities and promote their sales) in, and for the purpose of the laws of Kazakhstan, unless such advertisement is in full compliance with Kazakhstan laws.

In connection with the offering of the Placing Securities, the AIX Coordinator and Bookrunner or any of their respective affiliates may take up a portion of the Placing Securities as a principal position and in that capacity may retain, purchase or sell for their own accounts such securities. In addition it may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of the Placing Securities. It does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities in the Retail Placing or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of ordinary shares in the form of shares and global depositary receipts of the Company can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

 

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