THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT AND NOT AN OFFER TO SELL OR AN INVITATION
TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES NOR A CIRCULAR OR
PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS OR PROSPECTIVE
INVESTORS SHOULD NOT MAKE INVESTMENT DECISIONS ON THE BASIS OF ITS
CONTENTS.
FOR
IMMEDIATE RELEASE.
26 February 2024
Joint Stock Company
Kaspi.kz
Notice of Cancellation of
Listing of ADSs and Rule 144A GDRs
Joint Stock Company Kaspi.kz (LSE:
KSPI in respect of the ADSs and LSE:80TE in respect of the Rule
144A GDRs) ("Kaspi.kz" or
the "Company"), announces
that it intends to cancel the London Stock Exchange listing of its
ADSs and Rule 144A GDRs on 25 March 2024.
Cancellation of Listing
In accordance with Listing Rule
5.2.8R, the Company hereby gives notice of its intention to cancel
the listing of its ADSs and its Rule 144A GDRs on the standard
segment of the Official List of the FCA and the admission to
trading of its ADSs and its Rule 144A GDRs on the LSE's main market
for listed securities. Pursuant to Listing Rule 5.2.8R, the Company
is required to give at least twenty business days' notice of the
intended cancellation of listing of its ADSs and its Rule 144A
GDRs. Accordingly such cancellation is expected to occur by no
later than 25 March 2024.
Background and Reasons for Cancellation
By way of background, the ADSs
(formerly Regulation S GDRs) and the Rule 144A GDRs have been
admitted to trading on the Main Market since 15 October 2020. The
Company recently announced the completion of its initial public
offering of ADSs in the United States. The ADSs began trading
on the Nasdaq Global Select Market ("Nasdaq") on 19 January 2024, and the
Company now expects the majority of trading in the ADSs to occur on
Nasdaq.
The Company has applied for the
cancellation of the admissions to listing and trading of its ADSs
and Rule 144A GDRs in London due to the low volumes being traded on
the main market of the LSE. The Company believes that, given its
Nasdaq listing and the limited liquidity of the ADSs and Rule 144A
GDRs in London, the costs and ongoing regulatory compliance and
administrative burden of maintaining the admission to listing of
the ADSs and the Rule 144A GDRs on the FCA's Official List and the
admission to trading on the main market of the LSE are
disproportionate to the benefits of such admissions.
The cancellation of the London
listing of the ADSs and Rule 144A GDRs is not expected to have an
impact on ADS holders who hold their ADSs in brokerage accounts in
The Depository Trust Company ("DTC") for trading on Nasdaq. However,
should you have any questions in relation to the cancellation of
the London listing of the ADSs and Rule 144A GDRs or if you wish to
realign your position in the ADSs from a custodian account in
Euroclear/Clearstream into a custodian account in DTC for trading
on Nasdaq, the Company recommends that you consult your
broker. A list of frequently asked questions on cancellation
of the London listing for ADS and Rule 144A GDR holders is included
in the appendix to this announcement.
The information contained in this
announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK Market Abuse
Regulation. By the publication of this announcement via a
Regulatory Information Service, this inside information is now
considered to be in the public domain. The person responsible for
arranging for the release of this announcement on behalf of the
Company is David Ferguson, Head of Investor Relations.
The LEI of Kaspi.kz is
2549003YU6FARG8OAZ13.
Appendix
Cancellation of London Stock
Exchange Listing of ADSs and Rule 144A GDRs - Frequently Asked
Questions
How are Kaspi's ADSs listed
on the London Stock Exchange different from its ADSs listed on
Nasdaq?
The ADSs listed on London Stock
Exchange and Nasdaq are the same security with the same CUSIP and
ISIN.
Former holders of Kaspi's Regulation
S GDRs are reminded that in connection with the company's recent US
initial public offering and listing on the Nasdaq Stock Market
("Nasdaq"), Kaspi amended the terms of, and renamed, the
outstanding Regulation S GDRs so as to designate them as
ADSs. Therefore, holders of Regulation S GDRs currently hold
ADSs.
I hold ADSs currently trading
on the London Stock Exchange. How do I convert my position to hold
ADSs trading on Nasdaq?
The ADSs listed on Nasdaq clear
through the Depository Trust Company whereas the ADSs listed on the
London Stock Exchange clear through
Euroclear/Clearstream.
Investors can continue to hold their
ADSs in either Clearstream or Euroclear. However, to trade their
ADS position on Nasdaq investors will need to transfer their
position to the Depository Trust Company to satisfy the settlement
of the trade.
To do this, simply contact your
broker and request to realign your position in the ADSs from a
custodian account in Euroclear/Clearstream into a custodian account
in DTC for trading on Nasdaq.
Do I need to sell my ADSs
trading on the London Stock Exchange and separately buy ADSs
trading on Nasdaq in order to convert my position to hold ADSs
trading on Nasdaq?
No, the ADSs currently listed on the
London Stock Exchange and the ADSs listed on Nasdaq are the same
security. We advise you contact your broker and request they
assist you in transferring your position in the ADSs from a
custodian account in Euroclear/Clearstream into a custodian account
in DTC if you wish to settle a trade on Nasdaq.
I already hold Kaspi's ADSs
trading on Nasdaq. Do I need to take any action due to the
cancellation of the London Stock Exchange
listing?
No, Kaspi's Nasdaq-listed ADSs will
continue to trade as normal and existing holders of Kaspi's
Nasdaq-listed ADSs do not need to take any action.
When will the cancellation of
the London Stock Exchange Listing of ADSs and Rule 144A GDRs be
effective?
Subject to formal approval by the
FCA, the cancellation of the London Stock Exchange listing of ADSs
and Rule 144A GDRs is expected to become effective at 08.00 a.m.
(London time) on Monday, 25 March 2024.
I have further questions that
are not addressed in this FAQ. Where can I find further
information?
Should you have any questions in
relation to the cancellation of the London listing of the ADSs and
Rule 144A GDRs or if you wish to realign your position in the ADSs
from a custodian account in Euroclear/Clearstream into a custodian
account in DTC for trading on Nasdaq, we recommend that you consult
your broker. For any additional queries arising, you may contact
the depositary bank, The Bank of New York Mellon at
DRBrokerSolutions@bnymellon.com
.