Kcell JSC - Intention to float
RNS Number : 9655Q
13 November 2012
This announcement does not constitute or form part of any offer for sale or
subscription of or solicitation to buy or subscribe for any securities, and
neither this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.
This announcement is an advertisement and not a prospectus. Investors should
not purchase or subscribe for any transferable securities referred to in this
announcement except on the basis of information in the prospectus to be
published by Kcell Joint Stock Company in due course in connection with the
admission of its common shares in the form of global depositary receipts to
the official list of the United Kingdom Listing Authority and to trading on
London Stock Exchange plc's main market for listed securities.
13 November 2012
Kcell announces intention to proceed with international offering in London and
Kcell Joint Stock Company ("Kcell" or the "Company"), the leading provider of
mobile telecommunications services in Kazakhstan by market share in terms of
revenue and subscribers, today announces its intention to conduct an offering
(the "Global Offer") of its common shares (the "Shares") in the form of global
depositary receipts ("GDRs") and a concurrent offering (the "Domestic Offer")
in Kazakhstan in the form of Shares. The Global Offer and the Domestic Offer
(together, the "Offering") will comprise the sale of existing Shares held by
Sonera Holding B.V., a wholly owned subsidiary of TeliaSonera AB, in an amount
of up to 25% of the Company's outstanding common shares.
The Global Offer and the Domestic Offer are subject to receipt of all
necessary regulatory approvals. Kcell is expected to make applications for the
admission of the GDRs to the Official List of the United Kingdom Listing
Authority and to trading on the main regulated market for listed securities of
the London Stock Exchange plc. An application has also been made to JSC
"Kazakhstan Stock Exchange" (the "KASE") for the Shares to be admitted to the
first category of the official list of the KASE.
Credit Suisse, UBS Investment Bank and Visor Capital are acting as joint
global coordinators and joint bookrunners of the Global Offer. Renaissance
Capital is acting as a joint bookrunner and Halyk Finance is acting as a
co-manager of the Global Offer. The Domestic Offer is being led by Visor
Veysel Aral, Chief Executive Officer of Kcell, said:
"We are very excited to be listing Kcell both domestically and
internationally. This is a significant milestone for our company, which over
the past fourteen years has led the formation and development of mobile
telephony in Kazakhstan.
We expect that the IPO will help us to further strengthen our corporate brand
and business reputation, improve our access to the international capital
markets and help us to grow our business further.
Kcell benefits from significant opportunities presented by the strong economic
growth in Kazakhstan leading to a rapid improvement in consumer demand, our
leading position in the mobile telecommunications market of Kazakhstan and our
close relationship with TeliaSonera AB, a global telecoms operator with proven
track record of sector expertise and operational excellence.
Kcell has demonstrated strong potential for cash generation through revenue
growth, high profitability and a strong cash conversion ratio. We are well
positioned to capture growth in data services and achieve further cash
generative growth by maintaining leadership in existing services, as well as
providing subscribers with new data and value-added services".
Lars Nyberg, President and Chief Executive Officer of TeliaSonera AB,
"Kcell is an important part of our global operations and one of the most
successful subsidiaries of TeliaSonera AB.
We are fully committed to Kcell, which will continue to benefit from using our
global brand identity, participating in international roaming and joint
technology initiatives, including common procurement across the TeliaSonera
group. We will work with Kcell to ensure that it complies with international
best practice in terms of corporate governance and corporate social
responsibility as it makes the transition to a publicly listed company."
Kcell is the leading provider of mobile telecommunications services in
Kazakhstan by market share in terms of revenue and subscribers. It has
operated since 1998, and as of 30 September 2012 it had approximately 12.7
million subscribers, representing a market share of 47.7%, as estimated by the
Company. Its estimated market share in terms of revenue was 57% for the year
ended 31 December 2011.
Kcell provides mobile voice telecommunications services, value-added services
such as short message services, multimedia messaging services and mobile
content services, as well as data transmission services such as Internet
access. It has two brands: the Kcell brand, which is targeted primarily at
corporate subscribers (including government subscribers), and the Activ brand,
which is targeted at the mass market. The Company offers its services through
its extensive, high quality network which covers substantially all of the
populated territory of Kazakhstan.
For the year ended 31 December 2011, the Company generated revenue of KZT
178,786million (c.US$1,193.0 million); EBITDA for 2011 was KZT 105,794
million (c.US$706.0 million), representing a margin of 59.2%; and profit for
the year was KZT 66,858 million (c.US$446.1 million). For the nine months
ended 30 September 2012, the Company generated revenue of KZT 133,104 million
(c.US$888.2 million); EBITDA for the period was KZT 74,503million (c.US$497.2
million), representing a margin of 56.0%; and profit for the period of KZT
46,072 million (c.US$307.4 million).
Kcell benefits from operating in the fast growing emerging economy of
Kazakhstan. In 2011 Kazakhstan's real GDP growth was 7.5%, according to the
Economist Intelligence Unit (EIU). Real GDP per capita has been growing at a
compound annual growth rate of 5.9% to reach US$11,491 in 2011, according to
the EIU, while Kazakhstan's unemployment rate declined from 6.6% in 2009 to
5.4% in 2011. As at 31 December 2011, Kazakhstan had a positive trade balance
of US$47.3 billion with foreign direct investments of US$12.9 billion,
according to the EIU.
The Company is controlled by TeliaSonera AB, one of Europe's largest
telecommunication companies and a strong international telecoms operator with
many years of successful experience in managing mobile telecoms across the
world and a track-record of technical innovation and operational excellence.
Prior to the Offering, TeliaSonera AB held 49% of Kcell directly and 37.9%
indirectly through Fintur Holdings B.V. ("Fintur"), a company jointly owned by
TeliaSonera AB and Turkcell İletişim Hizmetleri A.Ş, resulting in a total
effective ownership of 86.9%. Sonera Holding B.V., a 100% subsidiary of
TeliaSonera AB, acquired its 49% holding from Kazakhtelecom JSC in 2012.
Kcell plans to benefit from the significant growth potential for mobile
content and data services in Kazakhstan. The Company intends to continue to
invest in the deployment of its 3G network to expand coverage. Kcell aims to
maintain its market leadership in terms of revenue and subscribers by offering
its products and services at competitive prices, expanding its offering of
products and services, maintaining the high quality of its network and
enhancing its brand value.
For further information contact:
Leonid Fink, Tony Friend, Kay Larsen
+44 207 457 2020
+7 (727)292 16 01
+46 771 77 58 30
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 directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (iii) 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 (iv) 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 is not an offer to sell nor a solicitation to buy any
securities nor a prospectus for the purposes of EU 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. This
communication is only addressed to qualified investors in that Member State
within the meaning of the Prospectus Directive. A prospectus will be prepared
and made available in accordance with the Prospectus Directive if any
securities are issued and, when published, will be obtainable in accordance
with the Prospectus Directive. Investors should not subscribe for or purchase
any securities referred to in this press release except on the basis of the
information contained in the prospectus to be published by the Company in due
course relating to the securities. 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.
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. By their nature,
forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future.
 The functional currency of the Company is Kazakhstan Tenge. Translations
of Kazakhstan Tenge amounts into U.S. dollars are given solely for the
convenience of the reader as at 30 September 2012 at the exchange rate of KZT
149.86 to one U.S. dollar, which was the official exchange rate quoted by the
National Bank of Kazakhstan on 30 September 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
NRADMMMMVFFGZZG -0- Nov/13/2012 07:01 GMT
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