Kcell announces pricing of its offering of GDRs on London Stock Exchange and common shares on KASE at US$ 10.50 per GDR and KZT 1,578.68 per common share


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

This announcement does not constitute or form part of any offer for sale or subscription of or solicitation to buy or subscribe for any securities, and neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus to be published by Kcell Joint Stock Company in due course in connection with the admission of its common shares to the official list of JSC “Kazakhstan Stock Exchange” (the “KASE”), as well as  in connection with the admission of its global depositary receipts to the official list of the United Kingdom Listing Authority and to trading on the London Stock Exchange plc’s (the “LSE”) main market for listed securities.

 

                                                                                  12 December 2012

 

Kcell announces pricing of its offering of GDRs on London Stock Exchange and common shares on KASE at US$ 10.50 per GDR and KZT 1,578.68 per common share

Kcell Joint Stock Company (“Kcell” or the "Company"), the leading provider of mobile telecommunications services in Kazakhstan by market share in terms of revenue and subscribers as at 30 September 2012, today announces the pricing of the offering (the “Offering”) of its common shares (“Shares”) and global depositary receipts (the “GDRs”).

The price has been set at US$ 10.50 per GDR and KZT 1,578.68 per Share based on the weighted average Kazakhstan Tenge/U.S. dollar exchange rate set in the morning session of the KASE on 11 December, which is the business day preceding this announcement (the “Applicable NBK Rate”). Each GDR represents an interest in one Share.

 

The total size of the Offering is US$ 525 million.

 

The offer price implies a market capitalisation of Kcell of US$ 2.1 billion (or KZT 315.7 billion converted using the Applicable NBK Rate) at listing.

The Offering consists of a sale by Sonera Holding B.V., a wholly-owned subsidiary of TeliaSonera AB, of 50 million of the Company’s common shares, including Shares represented by GDRs, representing 25 percent of the Company’s share capital. As at the date of this announcement, the Company’s issued and outstanding share capital consisted of 200 million common shares.

 

Following the Offering, TeliaSonera will hold directly and indirectly 61.9% of the Company’s common shares.

 

Conditional dealings in the GDRs on the LSE are expected to commence today. Admission of the GDRs to the Official List of the UK Listing Authority and unconditional dealings of the GDRs on the LSE’s International Order Book under the symbol “KCEL” are expected to take place on 17 December 2012. Admission of Shares to trading on the KASE under the symbol “KCEL” is expected to take place on 13 December 2012.

 

Sonera Holding B.V. has granted the bookrunners a put option for 5 million GDRs exercisable for a period of up to 30 calendar days from the commencement of conditional dealings on the LSE to sell to Sonera Holding B.V. up to such number of GDRs which have been purchased in the market as a result of stabilisation activities.

 

Veysel Aral, Chief Executive Officer of Kcell, said:

“We are delighted that the IPO of Kcell has received such positive support from investors both in Kazakhstan and internationally. Kcell provides an opportunity to participate in Kazakhstan’s robust economic growth through investment in a highly profitable business with an attractive dividend policy backed by the Company’s cash flow.

 

“With TeliaSonera’s on-going commitment, we are well placed to benefit from the increase in mobile telecommunications content and development of data services in Kazakhstan as we strive to further grow the value of the Company on behalf of our shareholders."

 

Lars Nyberg, Chief Executive Officer of TeliaSonera, said:

 

 “We are very pleased by the positive response from both Kazakh and international investors to the opportunity of investing in Kcell. In a short period of time, and in a relatively tough stock market, we have managed to successfully complete two IPOs. This increases the value of our stakes in both Megafon and Kcell, which continues to be one of our most valuable subsidiaries and a strategic asset.”

 

Credit Suisse, UBS Investment Bank and Visor Capital are acting as joint global coordinators and joint bookrunners of the Global Offer. Renaissance Capital is acting as a joint bookrunner and Halyk Finance is acting as a co-manager of the Global Offer. The Domestic Offer is being led by Visor Capital.

 

For further information contact:

 

International Media

College Hill

Leonid Fink, Tony Friend, Kay Larsen                                                             +44 207 457 2020

 

Kazakhstan Media

United Agencies

Olesya Beruashvili                                                                                          +7 (727) 292 16 01

 

Swedish Media

TeliaSonera

Press office                                                                                                   +46 771 77 58 30

 

Company Overview

 

Kcell is the leading provider of mobile telecommunications services in Kazakhstan by market share in terms of revenue and the number of subscribers. It has operated since 1998, and as at 30 September 2012 it had approximately 12.7 million subscribers, representing a market share of 47.7%, as estimated by the Company. Its estimated market share in terms of revenue was 57% for the year ended 31 December 2011.

Kcell provides mobile voice telecommunications services, value-added services such as short message services, multimedia messaging services and mobile content services, as well as data transmission services including internet access. It has two brands: the Kcell brand, which is targeted primarily at corporate subscribers (including government subscribers), and the Activ brand, which is targeted primarily at mass market subscribers. The Company offers its services through its extensive, high quality network which covers substantially all of the populated territory of Kazakhstan.

 

For the year ended 31 December 2011, the Company generated revenue of KZT 178,786 million (c.US$1,193.0 million[1]); EBITDA for 2011 was KZT 105,794 million (c.US$706.0 million), representing a margin of 59.2%; and profit for the year was KZT 66,858 million (c.US$446.1 million). For the nine months ended 30 September 2012, the Company generated revenue of KZT 133,104 million (c.US$888.2 million); EBITDA for the period was KZT 74,503million (c.US$497.2 million), representing a margin of 56.0%; and profit for the period of KZT 46,072 million (c.US$307.4 million).

 

Kcell benefits from operating in the fast growing emerging economy of Kazakhstan. In 2011 Kazakhstan’s real GDP growth was 7.5%, according to the Economist Intelligence Unit (EIU). Real GDP per capita has been growing at a compound annual growth rate of 5.9% since 2009 to reach US$11,491 in 2011, according to the EIU, while Kazakhstan’s unemployment rate declined from 6.6% in 2009 to 5.4% in 2011. As at 31 December 2011, Kazakhstan had a positive trade balance of US$47.3 billion with foreign direct investments of US$12.9 billion, according to the EIU.

 

The Company is controlled by TeliaSonera AB, one of Europe’s largest telecommunication companies and a strong international telecoms operator with many years of successful experience in managing mobile telecoms and a pioneer in innovation and technology. Prior to the Offering, TeliaSonera AB held 49% of Kcell directly and 37.9% indirectly through Fintur Holdings B.V. (“Fintur”), a company jointly owned by TeliaSonera AB and Turkcell İletişim Hizmetleri A.Ş, resulting in a total effective ownership of 86.9%. Sonera Holding B.V., a 100% subsidiary of TeliaSonera AB, acquired its 49% holding from Kazakhtelecom JSC in 2012.

 

The board of directors of Kcell is comprised of six members, including two independent directors Jan Erik Rudberg and Bert Åke Stefan Nordberg. Jan Erik Rudberg is also the chairman of the board of directors of the Company.

 

Kcell plans to benefit from the significant growth potential for mobile data services in Kazakhstan. The Company intends to continue to invest in the deployment of its 3G network to expand coverage. Kcell aims to maintain its market leadership in terms of revenue and the number of subscribers by offering its products and services at competitive prices, expanding its offering of products and services, maintaining the high quality of its network and enhancing its brand value.

 

Dividend policy

 

The Company’s dividend policy is governed by the Company’s corporate governance code approved by the general meeting of shareholders on 17 October 2012. This dividend policy will apply to dividends to be declared by the Company after the declaration of the special dividend described below. Unless the Company’s shareholders decide otherwise, annual dividends on common shares of the Company shall be at least 70% of the Company’s net income for the previous financial year. When making decisions on payment of dividends, the general meeting of shareholders will take into consideration the proposal of the Company’s board of directors as to the amount of such dividends that shall be based on the Company’s best interests, cash on hand, cash flow projections and investment plans in the medium term perspective, as well as capital market conditions.

 

The Company’s current intention is to declare and pay a special dividend in the second quarter of the financial year ending 31 December 2013 in an amount referable to 100% of the net income of the Company for the period 1 July 2012 to 31 December 2012. This special dividend will be paid to shareholders of the Company pro rata to their shareholdings as at a record date to be set within the second quarter of 2013.

 

There is, however, no guarantee that the Company will declare and pay dividends in accordance with the foregoing policy or as stated above. In practice, the payment of dividends will depend upon a number of factors and is subject to various contingencies.

 

Important Notice

This press release does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase 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 therefore. The offer and the distribution of this press release and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This communication is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). The offered securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

This press release is not an offer to sell nor a solicitation to buy any securities nor a prospectus for the purposes of EU Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") as may be amended from time to time. This communication is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. A prospectus will be prepared and made available in accordance with the Prospectus Directive if any securities are issued and, when published, will be obtainable in accordance with the Prospectus Directive. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the prospectus to be published by the Company in due course relating to the securities. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.

This press release may not be published, distributed or transmitted in or into the United States. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States unless they are registered under the Securities Act or pursuant to an exemption from registration. There will be no public offering of the securities in the United States.

Certain statements included herein may constitute forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Forward-looking statements are not guarantees of future performance. These forward-looking statements speak only as at the date of this release. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

In connection with the Offering, Credit Suisse has been appointed to act as a stabilising manager (the "Stabilising Manager"), and it or persons acting on its behalf, may (but will be under no obligation to), to the extent permitted by law, over-allot the GDRs or effect other stabilisation transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail in the open market for a limited period after the issue date. However, the Stabilising Manager is not required to enter into such transactions. Such stabilising, if commenced, may be discontinued at any time without prior notice, and may only be undertaken during a period of 30 days after the announcement of the offer price of the GDRs. Save as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclosure the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offering.

 



[1] The functional currency of the Company is Kazakhstan Tenge. Translations of Kazakhstan Tenge amounts into U.S. dollars are given solely for the convenience of the reader as at 30 September 2012 at the exchange rate of KZT 149.86 to  one U.S. dollar, which was the official exchange rate quoted by the National Bank of Kazakhstan on 30 September 2012.