Joint Stock Company Kaspi.kz (KSPI) has filed the following:
This is the initial public offering of Joint Stock Company Kaspi.kz, a joint-stock company organized under the laws of Kazakhstan, in the United States. Mr. Vyacheslav Kim, Mr. Mikheil Lomtadze and Asia Equity Partners Limited (together, the “Selling Shareholders”) are offering 9,000,000 American depositary shares (“ADSs”) representing our common shares in the United States and elsewhere outside Kazakhstan. Each ADS will represent one common share.
On January 16, 2024, the closing price of Regulation S global depositary receipts (“Regulation S GDRs”) representing our common shares on the Main Market of the London Stock Exchange (“LSE”) was $97.00 per Regulation S GDR. We expect the initial public offering price will be similar to the trading price of Regulation S GDRs on the LSE. The initial public offering price will be determined based on the bookbuilding process and the closing price of Regulation S GDRs on the pricing date of this offering. We will not receive any of the proceeds from sales of ADSs by the Selling Shareholders in this offering.
We have applied to have the ADSs listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “KSPI.” Prior to this offering, there has been no public market for the ADSs. Since 2020, Regulation S GDRs and Rule 144A global depositary receipts (“Rule 144A GDRs” and, together with Regulation S GDRs, “GDRs”), each representing one common share, have been listed and traded on the LSE under the symbols “KSPI” and “80TE,” respectively. Our common shares, Regulation S GDRs and Rule 144A GDRs are listed and traded on the Kazakhstan Stock Exchange (“KASE”) under the symbols “KSPI,” “KSPId” and “KSPId,” respectively. The Regulation S GDRs are also listed and traded on the Astana International Exchange (“AIX”) under the symbol “KSPI,” and our common shares are listed on the AIX under the symbol “KSPI.S.” Prior to or concurrent with, and conditional upon, the completion of this offering, we intend to amend the terms and rename the outstanding Regulation S GDRs so as to designate them as ADSs. The ADSs being offered by this prospectus represent only a portion of the Regulation S GDRs, all of which will be redesignated as ADSs. Therefore, upon completion of the offering, a total of 186,360,876 ADSs will be outstanding, which includes the ADSs being offered by this prospectus. The ADSs will then trade on Nasdaq, the LSE, the KASE and the AIX, in each case, quoted in U.S. dollars. Rule 144A GDRs will continue to be listed and traded on the LSE and the KASE, in each case, quoted in U.S. dollars, and our common shares will continue to be listed and traded on the KASE, quoted in Kazakhstan tenge, and listed on the AIX.
The underwriters may also exercise their option to purchase up to an additional 1,350,000 ADSs from the Selling Shareholders, on a pro rata basis, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. We will not receive any of the proceeds from the sale of these additional ADSs, if any, by the Selling Shareholders.