Kazkommertsbank and BTA Bank announce deconsolidation

Kazkommertsbank and BTA Bank announce deconsolidation

The FINANCIAL -- JSC Kazkommertsbank, one of the largest banks in Kazakhstan and Central Asia, on July 1 announces that it has transferred its controlling stake in BTA to KKB's major shareholders following the transfer of assets between the two banks and the revocation of BTA's banking licence.

As a result, BTA will not be consolidated in KKB's financial statements, according to BTA.

Ms. N. Zhussupova, a member of KKB's Board of Directors, has resigned from BTA's Board of Directors, while representatives of KKB - Mr. A. Nabiyev, Ms. L. Satiyeva and Ms. A. Zhaparova - have left the Management Board of BTA. In addition, other KKB employees serving on BTA's Management Board committees have left their respective positions.

KKB's Board of Directors has authorised its Management Board to propose the sale of the BTA common shares owned by KKB (94.8368% of BTA's common shares) on the following terms:

(a)    KKB's whole stake in BTA shall be offered for sale at the fair market value, as assessed by an independent valuator and confirmed by fairness opinion;

(b)   All holders of KKB's common shares are eligible to purchase these BTA common shares in proportion to their shareholding in KKB. Shareholders will have the right to transfer the purchase option to other shareholders of the Bank (holders of common shares) under the additional terms and conditions set out by KKB on the advice of an external legal counsel.

Before the proposed sale is implemented, all shares of BTA owned by KKB in accordance with the ownership rights (94.8368%) have been allocated as follows:

(a)    part of the shares that are attributable to KKB's major shareholders (owning a total of 96.73% of KKB's common shares) - 91.7356% of BTA shares - has been held by KKB under the trust agreement with the voting rights held by the Bank's major shareholders Mr. Subkhanberdin and Mr. Rakishev. The voting rights have been allocated to Mr. Subkhanberdin and Mr. Rakishev in equal shares and can be used at their discretion on behalf of KKB's shareholders;

(b)   part of shares that are attributable to KKB's minority shareholders (owning a total of 3.27% of KKB's common shares) - 3.1012% of BTA's shares - remains under the ownership of KKB with no transfer to the trust management.

Once all the preparations have been made, KKB will extend an official offer to all its shareholders to purchase BTA's shares in accordance with the terms and conditions set by the Bank.

The deconsolidation marks the last stage in the KKB and BTA integration process, approved by the both banks' extraordinary general shareholding meetings on 26 December 2014.