OREANDA-NEWS. December 01, 2009. JSC Temirbank announced further details of its restructuring. 

All retail and commercial deposits (with the exception of certain related party deposits) and the bank's other operating liabilities, including advisors' fees will be excluded from the restructuring.  Deposits will continue to operate in the normal way and will not be subject to any discounting or adjustment as a result of the restructuring.

Individual depositors continue to be protected under the state system of mandatory guarantees of deposits.  In accordance with the relevant legislation of the Republic of Kazakhstan, the bank deposits of individuals in JSC Temirbank and other second tier banks are currently guaranteed up to the amount of KZT 5 million. 

The following is a summary of the key terms of the restructuring that will apply to Restructuring Creditors (as defined in paragraph 8 below):
 
1.     The U.S.300M 9.0% Sr. Notes due 2011, issued by Temir Capital BV and guaranteed by the Bank (the 2011 Notes), and all accrued but unpaid interest on the 2011 Notes, shall be satisfied by a payment in cash of up to 19.70 per cent. of the principal amount outstanding comprised of :

(a)  14.25 per cent. of the Principal Amount of that Note; plus

(b)  4.4500 per cent. of the Principal Amount, in relation to interest accrued on such notes up to (and including) 22 November 2009

In addition, holders of the 2011 Notes will be eligible for the Early Submission Payment described below if applicable.

2. The U.S.500M 9.5% Sr. Notes due 2014, issued by Temir Capital BV and guaranteed by the Bank (the 2014 Notes), and all accrued but unpaid interest on the 2014 Notes, shall be satisfied by a payment in cash of up to 20.0264 per cent. of the principal amount outstanding comprised of :

(a)  14.25 per cent. of the Principal Amount of that Note; plus

(b)  4.7764 per cent of the Principal Amount, in relation to interest accrued on such notes up to (and including) 22 November 2009; plus

In addition, holders of the 2014 Notes will be eligible for the Early Submission Payment described below if applicable.

3.  Holders of 2011 Notes and 2014 Notes who submit Electronic Voting Instructions or deliver DTC Instructions (as the case may be) prior to the Early Submission Deadline (expected to be 5:00 p.m. (London Time) on Tuesday 15 December 2009), and do not revoke such instructions (the last date for revocation being expected to be Monday 21 December 2009), shall be eligible to receive an Early Submission Payment in an amount of U.S.10 per U.S.1,000 in principal amount of the relevant Notes which are the subject of such instructions, subject, in each case, to the Restructuring Date occurring.

4.  Any investors who acquire any such Notes after the Early Submission Deadline will not be eligible to receive any Early Submission Payment, and any holder which holds its Notes through DTC must be a holder on the date of publication of the Information Memorandum (expected to be Monday 30 November 2009) (the DTC Record Date), in order to be eligible to receive the Early Submission Payment.

5.  The domestic bonds issued by the Bank, being the 12th series – NIN KZPC1Y03C330; 13th series - KZPC2Y05C333; 8th series - KZPC5Y06B559; 3rd series - KZ2CKY10A648; 6th series - KZPC3Y07B552; 7th series - KZPC4Y09B556; 4th series - KZРC1Y10B550; 14th series - KZPC3Y09C333; 15th series - KZPC4Y09C331; 10th  series - KZPC7Y10B557; 16th series - KZPC5Y10C336; 17th series - KZPC6Y10C334; 18th series - KZP07Y10C336; and the 11th series - KZPC8Y15B554) will continue at par but shall be amended (i) to significantly extend the maturity date of their debt, (ii) to apply a reduced interest rate, (iii) depending on the terms of each domestic bond, to remove indexation of principal and/or interest and (iv) to partially or fully subordinate the claims under them.

Holders of secured domestic bonds shall receive New Secured Notes in respect of 25 per cent. of the relevant principal amount of the existing instrument, with the balance being converted into unsecured subordinated notes. All amounts will be expressed in, and payable in, KZT (being converted, where necessary, by reference to the conversion rate as at the Record Date of 17 December 2009).  Interest accruing up to the Record Date will be paid following completion of the restructuring.  From the Record Date, interest will accrue, and be paid, on the amended terms


6.  Deposits placed by JSC National Welfare Fund "Samruk-Kazyna" and JSC BTA Bank will be modified by an extended duration and, in the case of JSC BTA Bank, a reduced interest rate. All deposit amounts will be expressed in, and payable in, KZT (being converted, where necessary, by reference to the Conversion Rate as at the Record Date),

7.  37.3 per cent of JSC Temirbank's liability to CoBank ACB under letters of credit issued by JSC Temirbank in respect of certain trade finance transactions will be written off with the balance remaining outstanding on current terms.

8. Any default interest which may accrue in favour of any of the above creditors (the Restructuring Creditors) will be written off.

On successful completion of the restructuring, JSC National Welfare Fund "Samruk-Kazyna" will provide equity funding to JSC Temirbank and become the majority shareholder of JSC Temirbank. Final settlement is expected to be in the first quarter of 2010 after the final approval of the FMSA and the Court.

JSC Temirbank expects to give notice on Monday 30 November of meetings of holders of the 2011 Notes and the 2014 Notes, expected to be held on Tuesday 22 December 2009 and a meeting of the Restructuring Creditors expected to be held on Wednesday 23 December 2009 to approve the restructuring.

The meetings are timed to be held before expiry of the FMSA's deadline of 30 December 2009 for approval of the Restructuring Plan by creditors.  International Bondholders should note that this deadline does not allow time for adjourned meetings of bondholders. Therefore JSC Temirbank strongly encourages holders to express their view through voting prior to the Early Submission Deadline to help ensure that the first meetings meet their quorum requirement and to make sure holders eligible to receive the Early Submission Payment. 

This press release provides only a broad summary of the terms of the restructuring and the Restructuring Creditors are referred to the Information Memorandum for the definitive terms of the restructuring.  Nothing in this press release should be relied on for any purpose. In particular and without limitation, nothing in this press release, the Information Memorandum or any other document issued with or appended to it should be relied on in connection with the purchase of any shares, securities or assets of the Bank (including but not limited to the Amended Notes).

Restructuring Creditors may direct any queries they have regarding the restructuring to either:
The International Department of the Bank by email at ir@temirbank.kz or by telephone at +7 727 259 0528 or +7 727 258 7829; or
The Information Agent: Thomson Reuters by email at Disclosures_fisi@thomsonreuters.com or by telephone to any of Ellis Farrell + 44 207 542 8775, Christina Mermiga + 44 207 542 5836 or Melina Bobbio + 44 207 542 9013 or by post to Thomson Reuters, 30 South Colonnade, Canary Wharf, London, UKE14 5EP.
 
Citigroup Global Markets Limited is serving as Bond Process Adviser to assist JSC Temirbank in the implementation by it of strategies to achieve the restructuring of JSC Temirbank's debt and recapitalisation of JSC Temirbank to the satisfaction of the regulatory authorities.