Following the announcement on 19 January 2024 confirming its intention to proceed with an initial public offering of its GDRs internationally (the “Global Offer”) and a concurrent offering of Shares and GDRs in Kazakhstan (the “Domestic Offer”, and together with the Global Offer, the “Offering”), Air Astana Joint Stock Company (the “Company” and, together with its subsidiary, the “Air Astana Group”) today announces the price range for the planned Offering.
The Offering consists of the sale of Shares (or GDRs representing Shares) held by BAE Systems (Kazakhstan) Limited (“BAE”) and Sovereign Wealth Fund Samruk-Kazyna Joint Stock Company (“SK”), in addition to new Shares (or GDRs representing Shares) issued by the Company.
The Company intends to apply: (i) for the admission of the GDRs to the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (the “London Admission”), and (ii) for the admission of the Shares and the GDRs to the official list of the AIX and to trading on the AIX (the “AIX Admission”). The Shares were admitted to the “Premium” category of the “Shares” sector of the “Main” market of the KASE on 19 January 2024, and the Company will apply for admission to trading on the KASE (the “KASE Admission”, and together with the London Admission and AIX Admission, “Admission”).
The indicative price range of the Offering (the “Offer Price Range”) has been set at USD 8.50 to USD 11.00 per GDR, and USD 2.13 to USD 2.75 per Share. The final offer price per GDR and Share will be within the Offer Price Range. The GDRs represent Shares in the Company with one GDR representing an interest in four Shares. The final offer price per Share will be set in KZT and will be equal to the final offer price per GDR divided by four, converted to KZT at the National Bank of Kazakhstan (“NBK”) official exchange rate effective on the date preceding the Pricing Date. Investors’ orders for Shares on KASE and AIX should be submitted in KZT. For information purposes only, the Offer Price Range of USD 2.13 to USD 2.75 per Share is equivalent to a range of KZT 956 to KZT 1,237 per Share at the National Bank of Kazakhstan official exchange rate effective on the date of this announcement.
In the Offering, the Company expects to issue Shares and GDRs, raising gross proceeds of around USD 120 million. This would result in an expected market capitalisation of between USD 770 million and USD 962 million. The final price in respect of the Offering will be determined following a bookbuilding process and is expected to be announced on or around 9 February 2024 (the “Pricing Date”).
Peter Foster, Air Astana Group President and CEO, commented:
“We are pleased to announce the significant progress made for our initial public offering on the LSE, AIX and KASE. The response to the offering and strong investor interest have been very positive.
As one of the fast-growing airline groups, we firmly believe that Air Astana represents an attractive investment proposition, supported by strong financial and operational track record, significant growth opportunities, and an experienced, disciplined management team. We look forward to continuing our success while creating long- term value for our future shareholders.”
Offer Highlights
• The Offer Price Range has been set at: (i) between USD 8.50 and USD 11.00 per GDR; and (ii) between USD 2.13 and USD 2.75 per Share. For information purposes only, this is equivalent to between KZT 956 and KZT 1,237 per Share at the NBK official exchange rate effective on the date of this announcement. Investors’ orders for Shares on KASE and AIX should be submitted in KZT. The final offer price per Share will be set in KZT and will be equal to the final offer price per GDR divided by four, converted to KZT at the National Bank of Kazakhstan official exchange rate effective on the date preceding the Pricing Date.
• The Offering comprises: (i) a domestic offer of GDRs (the “Domestic Offer GDRs”) and Shares (the “Domestic Offer Shares” and together with the Domestic Offer GDRs, the “Domestic Offer Securities”); (ii) a global offer of GDRs (the “Global Offer GDRs”), including both (a) new Shares (or GDRs representing new Shares) to be issued by the Company, raising gross proceeds of approximately USD 120 million to support the Company’s growth strategy and (b) existing Shares (or GDRs representing existing Shares) to be sold by SK and BAE.
• The Company intends to apply the net proceeds of the Offering towards the growth of the business and ancillary activities, whilst maintaining a prudent level of liquidity and borrowings.
• The GDRs will be listed and admitted to trading on the LSE and the AIX. The Shares will be listed and admitted to trading on the AIX and the KASE.
• The Domestic Offer Securities will be offered to institutional and retail investors in Kazakhstan through the facilities of AIX (GDRs and Shares) and KASE (Shares only).
• The GDRs represent Shares in the Company with one GDR representing an interest in four Shares.
• The Offering will result in gross proceeds of approximately USD 300 million of which approximately USD 120 million will be raised by the Company.
• In connection with the Global Offer, BAE intends to grant an over-allotment option for up to a maximum of 15% of the Global Offer GDRs.
• The Company, SK and BAE have agreed to a lock-up period of 180 days following London Admission, subject to certain customary exemptions.
• Final pricing is expected to be announced on or around the Pricing Date, with London Admission and unconditional dealings in the GDRs expected to commence on the LSE at 8.00 a.m. on 14 February 2024.
• Unconditional dealing in the Shares and GDRs on the AIX and in the Shares on KASE is expected to commence on or around 15 February 2024.
• The full details of the Offering will be included in the Prospectus which is expected to be published by the Company on the Pricing Date.
• In relation to the Global Offer, the Company has engaged Citigroup Global Markets Limited and Jefferies International Limited as the joint global coordinators and bookrunners (the “Joint Global Coordinators”) and WOOD & Company Financial Services, a.s. as joint bookrunner.
• In relation to the Domestic Offer, the Company has engaged JSC Halyk Finance as local coordinator and joint bookrunner, Freedom Finance Global PLC as lead manager and JSC BCC Invest, JSC SkyBridge Invest and JSC Jusan Invest as co-managers.
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