close

Вход

Забыли?

вход по аккаунту

?

Презентация

код для вставкиСкачать
INITIAL PUBLIC OFFERING
Kazakhstan | Uzbekistan | Azerbaijan | Kyrgyzstan | Turkmenistan | Tajikistan | Mongolia |United Kingdom | USA
We are delighted to present you our credentials for working as external legal counsel. Should you
have any queries or require clarification regarding any of the specific points raised in this
presentation, please do not hesitate to contact us.
Contents
пѓ�
Overview
пѓ�
Finance & Securities products
пѓ�
Our IPO experience
пѓ�
IPO: possible options
пѓ�
IPO: corporate conversion from LLP to JSC
пѓ�
IPO: regulatory issues
пѓ�
Key Contacts
GRATA Law Firm
www.gratanet.com
2
Kazakhstan | Uzbekistan | Azerbaijan | Kyrgyzstan | Turkmenistan | Tajikistan | Mongolia |United Kingdom | USA
Finance & Securities
Our finance practice advises on international and domestic loans (including asset finance), project finance,
acquisitions of banks and insurance companies, insurance matters, currency regulation and capital markets
(including Eurobonds), as well as on corporate recovery matters.
Our Products
пѓ�
Equity Capital Markets
пѓ�
Debt Capital Markets
пѓ�
Project Finance
пѓ�
Asset Finance and Real Estate Finance
пѓ�
Islamic Finance
пѓ�
Insolvency & Restructuring
пѓ�
Derivatives and Structured Finance
GRATA Law Firm
www.gratanet.com
3
Kazakhstan | Uzbekistan | Azerbaijan | Kyrgyzstan | Turkmenistan | Tajikistan | Mongolia |United Kingdom | USA
Our IPO experience
пѓ�
Advising a major Kazakh telecommunication company on the proposed dual listing
пѓ�
Advising JSC NWF Samruk-Kazyna on People’s IPO
пѓ�
Advising a Kazakhstani company on the proposed London Stock Exchange AIM IPO
пѓ�
Advice to a Russian company with assets in Kazakhstan on the proposed London Sock Exchange IPO
пѓ�
Advice to a gold mining company on additional issuing of shares on the London Stock Exchange
пѓ�
Advice on the proposed LSE IPO of a metallurgic company with substantial assets in the Republic of
Kazakhstan
пѓ�
Advice to ABN Amro Rothschild, Deutsche Bank, Credit Suisse and Morgan Stanley as underwriters in the
IPO of Eurasian Natural Resources Company
пѓ�
Advice to JP Morgan on the IPO of Arawak Energy
пѓ�
Advice to Deutsche Bank and Credit Suisse on the IPO of JSC “Halyk bank”
пѓ�
Advice to Numis as an underwriter in the IPO of Bateman Litwin
GRATA Law Firm
www.gratanet.com
4
Kazakhstan | Uzbekistan | Azerbaijan | Kyrgyzstan | Turkmenistan | Tajikistan | Mongolia |United Kingdom | USA
IPO: possible options
пѓ�
Through issuance of Global Depositary Receipts (GDRs) on the existing shares.
пѓ� In practice, most Kazakhstan companies list their securities on foreign stock exchanges through issuance
of GDRs due to the absence of a clearing system and centralised depositary in Kazakhstan (for instance,
JSC KazMunaiGas EP, JSC Kazkommertsbank, JSC Halyk Bank, JSC Alliance Bank, JSC BTA Bank IPOs).
пѓ� This option is available for joint stock companies only. In order to apply this option, it is necessary to
convert the limited liability partnership to the joint stock company form (see next slide).
пѓ�
Through issuance of new shares / GDRs on its shares by foreign controlling entity (for instance, Kazakhmys,
Zhaikmunai, ENRC IPOs).
пѓ� This option is available for joint stock companies, as well as for limited liability partnerships.
пѓ�
Through issuance of GDR on new shares / Direct listing of existing shares.
пѓ� These are legally possible options, but they were not tested in practice. Various local and foreign law
issues might arise.
GRATA Law Firm
www.gratanet.com
5
Kazakhstan | Uzbekistan | Azerbaijan | Kyrgyzstan | Turkmenistan | Tajikistan | Mongolia |United Kingdom | USA
IPO: corporate conversion from LLP to JSC
пѓ�
Preparing the so called Transfer Act, the key document for the conversion;
пѓ�
Consent of the Antimonopoly Agency;
пѓ�
Increase of the charter capital;
пѓ�
Notification of creditors / Settlement of debts;
пѓ�
Establishment of a JSC;
пѓ�
State registration of share prospectus;
пѓ�
Cessation of LLP.
GRATA Law Firm
www.gratanet.com
6
Kazakhstan | Uzbekistan | Azerbaijan | Kyrgyzstan | Turkmenistan | Tajikistan | Mongolia |United Kingdom | USA
IPO: regulatory issues
пѓ�
Article 22-1 of the Securities Law is the major provision in any IPO
пѓ� A resident company is allowed to issue and place securities on the territory of a foreign state after
obtaining authorized state body’s permission upon complying with the following:
� the company’s prior securities are included into KASE;
пѓ� in case of placement of shares and derivative securities (GDRs), the underlying assets of which are
the shares of the company, (i) the shares should be included into the relevant category of KASE, and
(ii) provided there is demand, at least 20% of the shares should be offered and sold on KASE.
пѓ� A resident company shall obtain a prior permission to list its securities on a foreign stock exchange.
пѓ�
For the purposes of this article, a resident company is a company of which at least 2/3 of assets are located
in Kazakhstan or issued in accordance with legislation of Kazakhstan and/or other legal entities with effective
management in Kazakhstan.
GRATA Law Firm
www.gratanet.com
7
Kazakhstan | Uzbekistan | Azerbaijan | Kyrgyzstan | Turkmenistan | Tajikistan | Mongolia |United Kingdom | USA
IPO: regulatory issues
пѓ�
Permissions for options 1 and 2
пѓ� It is not clear whether there is a need to obtain permission for issue / placement for options 1 and 2. At the
time of writing this presentation, the new KASE has not been published. In case the permission is required, it
will be necessary to carry out listing on KASE as 1st category and obtain permission for listing on a foreign
stock exchange.
пѓ�
Other permissions.
пѓ� Please note that depending on the nature of the activities/company itself other regulatory issues may arise
(e.g. subsoil users should obtain a prior permission and waiver of state pre-emption right).
GRATA Law Firm
www.gratanet.com
8
Kazakhstan | Uzbekistan | Azerbaijan | Kyrgyzstan | Turkmenistan | Tajikistan | Mongolia |United Kingdom | USA
Contacts
Rashid Gaissin
Managing Partner
Tel.: +7 (727) 2 445 777
Mob.: +7 701 757-82-66
E-mail:
rgaissin@gratanet.com
GRATA Law Firm
www.gratanet.com
Shaimerden Chikanayev
Partner, Finance & Securities
Tel.: +7 (727) 2 445 777
Mob.: +7 701 787-80-20
E-mail:
schikanayev@gratanet.com
Marina Kahiani
Senior Associate, Finance &
Securities
Tel.: +7 (727) 2 445 777
Mob.: +7 701 725-12-69
E-mail:
mkahiani@gratanet.com
9
Документ
Категория
Презентации
Просмотров
14
Размер файла
316 Кб
Теги
1/--страниц
Пожаловаться на содержимое документа