Publication of Prospectus

Publication of Prospectus

RNS Number: 3752T

Kcell Joint Stock Company

12 December 2012


The following Prospectus has been approved by the UK Listing Authority and is available for viewing:

Prospectus dated 12 December 2012 relating to Kcell Joint Stock Company (the “Company”) has been prepared in connection with the offering of 45,123,528 common shares of the Company in the form of global depositary receipts, each global depositary receipt representing one common share with a par value of Kazakhstan tenge 169.00 (the “Prospectus”).

To view the full document, please paste the following URL into the address bar of your browser:

A copy of the Prospectus has been submitted to the National Storage Mechanism and will be available for inspection at


For further information, please contact:

Kcell Joint Stock Company

2G Timiryazev Str.

Almaty, 050013

Republic of Kazakhstan



This announcement is not a prospectus but constitutes an advertisement for the purposes of the United Kingdom Financial Services Authority’s (“UKLA”) prospectus rules. The Prospectus has been made available to the public in accordance with EU Directive 2003/71/EC, as amended. Investors should not subscribe for any securities except on the basis of information contained in the Prospectus.

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 addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” (the “Qualified Investors”) within the meaning of Article 2(1)(e) of 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. 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.

In addition, in the United Kingdom, this communication is only directed at Qualified Investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) 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 (iii) 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 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.

This document does not constitute an advertisement or an offer of securities in the Republic of Kazakhstan. It is not intended to be and must not be distributed publicly and/or to, or for the benefit of, any person within the Republic of Kazakhstan except as may be permitted by Kazakhstan law.

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