Products

Debt Capital Markets

We are experienced in complex structures and have advised on many leading capital raisings in domestic and international markets.  Our team works closely in these areas and provides the following services:

Lending

• Representation of a debtor or creditor;
• Drafting/commenting and discussing the mandate letter, a list of precedent conditions, and confidentiality agreements;
• Drafting/commenting on bilateral and syndicated loan agreements and discussing the terms and conditions thereof with a client’s counterparty;
• Legal due diligence of a debtor (borrower);
• Drafting of all types of collaterals, including pledge agreements, mortgage agreements, guarantees, sureties and security assignments. Registration of the pledges with the relevant state authorities of Kazakhstan;
• Drafting/commenting on the resolutions of authorised bodies of a borrower for the approval of large transactions and interested-party transactions made in connection with a loan raising;
• Collection of conditions precedents;
• Issuing legal opinions under Kazakh law;
• If required, interaction with public authorities to obtain any necessary approvals.

Eurobonds

• Advice on transaction structuring;
• Drafting proposals on transaction structures;
• Assistance with the establishment of an issuing company;
• Drafting and commenting on transaction documents from a Kazakh law perspective:

- Review and comment on the prospectus;
- Draft and comment on the resolutions of the bodies authorised for the approval of large transactions and interested-party transactions made in connection with the placement of Eurobonds and other required documents;
- Review and comment on an informational memorandum in connection with a Eurobonds issue;
- Review and comment on trust documents;
- Review and comment on the service agreements of a placement organiser;
- Review and comment on an underwriting agreement;
- Review and comment on an agreement with a depository;
- Review and comment on other agreements and arrangements related to Eurobonds issues.

• Issuing legal opinions on Eurobond issues under Kazakh law;
• Interaction with the transaction parties and government authorities;
• Negotiations with a placement organiser and consultants thereof regarding transaction structure, the content of the issuing documents, information disclosure and other questions related to the Eurobonds issue;
• Negotiations with credit rating agencies regarding the rating of the issuer’s Eurobonds;
• Interaction with the government authorities of the Republic of Kazakhstan.

Securitisation

• Preparation of primary documents that will serve as the basis for securitised assets;
• Preparation of an originator for securitisation:

- Legal due diligence of the securitised assets;
- Reorganisation of the originator’s corporate structure  to segregate a financed business;

• Transaction structuring:

- Drafting proposals for a transaction structure;
- Preparation of the plan of activities on a securities issue;
- Performing activities on the establishment of an issuing company.

• Preparation of transaction documents:

- Drafting the resolution for a securities placement;
- Drafting the resolution for a securities issue;
- Preparation of the prospectus;
- Drafting the resolution of the body authorised by the issuer on the price (pricing procedure) of the securities placement;
- Drafting the resolution of an issuer’s authorised body for determination of the placement date;
- Drafting a report on the results of a securities issue;
- Drafting the resolution of an issuer’s authorised body for approval of the resolution for a securities issue, the report on the results of a securities issue and other required documents;
- Drafting disclosure letters;
- Drafting the issuer’s internal documents;
- Drafting an informational memorandum on a securities issue;
- Drafting the service agreements of a placement organiser;
- Drafting the underwriting agreement;
- Drafting the agreement with a depository;
- Drafting the agreement with a special depository;
- Drafting the agreement with an issuer’s management company;
- Drafting other agreements and arrangements related to a securities issue;
- Drafting the legal opinion on a securities issue.

• Interaction with the transaction parties and government authorities:

- Negotiations with a placement organiser and consultants thereof regarding transaction structure, the content of the issuing documents, information disclosure and other questions related to the securities issue;
- Negotiations with credit rating agencies regarding the of rating the issuer’s securities;
- Interaction with the government authorities on security markets in connection with the issuing documents and the issue-related disclosure.

Equity Capital Markets

We have a broad range of equity capital markets practices, and regularly advise issuers and underwriters on international and domestic securities offerings and listings. Our clients include leading international financial institutions and we provide optimum expertise for issuers across various sectors.  We have advised on major acquisitions of banks in Kazakhstan for the last four years.  The practice covers:

IPO

• Preparation of comments and a proposal for the transaction structure;
• Preparation of transaction documents;
• Preparation of the plan of activities on the issue and placement of shares;
• Advising on the method and procedure for shares placement pricing;
• Advising on the pre-emptive right of shareholders to acquire shares when placing securities;
• Advising on voluntary and obligatory offers in case of excessive value limits specified by corporate law;
• Negotiations with a placement organiser and consultants thereof in connection with transaction structure, the content of the issuing documents, information disclosure and other questions.

M&A in Finance Sector

• Legal support of the sale/purchase of banks, insurance companies, pension funds and investment funds;
• Advising on structuring M&A transactions;
• Legal due diligence of a target company and assets thereof;
• Organisation of the data room, as well as supporting the auction for a business sale by the representing sellers;
• Negotiations with client’s counterparties and consultants thereof on transaction terms and conditions;
• Interaction with investment banks and auditors;
• Drafting or reviewing documents that set the key conditions of the transaction (term sheet);
• Drafting or reviewing the agreement for the sale of shares/interest in the charter capital of a legal entity;
• Drafting or review of agreements between shareholders;
• Drafting the escrow agreement;
• Drafting and issuing Kazakh legal opinions;
• Preparation of all required corporate approvals for transactions;
• Advising on voluntary and obligatory offers in case of excessive value limits specified by corporate law;
• Drafting petitions and notices required by Kazakh law and obtaining anti-monopoly approvals and other approvals required by government authorities;
• Assistance in transaction closure, including signing documents.

If the transaction structure provides for the issuing of new shares, legal services may also include:

• Preparation of the plan of activities on the issuance and placement of shares;
• Advising on the method and procedure for shares placement pricing;
• Advising on the pre-emptive right of shareholders to acquire shares when placing securities;
• Negotiations with placement organisers and consultants thereof regarding transaction structure, the content of the issuing documents, information disclosure and other transaction issues;
• Drafting the resolution for securities placement;
• Drafting the resolution for securities issue;
• Preparing the prospectus;
• Drafting the resolution of the body authorised for the price (pricing procedure) of securities placement;
• Drafting the resolution of the body authorised for the determination of the placement date
• Drafting a report on the results of a securities issue;
• Drafting resolutions of the bodies authorised for the approval of large transactions and interested-party transactions made in connection with the placement of shares of the sold company, as well as for the approval of the resolution of a securities issue, and the prospectus and report on the securities issue;
• Drafting disclosure letters;
• Drafting an agreement with a depository (if necessary);
• Interaction with the relevant government authorities regarding the issuance of documents and the transaction-related disclosure;
• Drafting and commenting on an underwriting agreement;
• Issuing a legal opinion on the issuance of shares;
• Assistance in negotiating with investors regarding the documents prepared for shares placement.

Project Finance

Our team of lawyers has unique practical experience in project finance work on groundbreaking deals in Kazakhstan and can provide legal assistance and advice to develop and structure the most complicated project finance (including limited-recourse) transactions.  We have represented banks, international financial institutions, project sponsors and other equity investors, as well as the Kazakhstan central and local governments, in the development, financing, construction, operation and acquisition of a wide range of capital intensive projects and facilities throughout Kazakhstan.  

These projects and facilities include power plants, gas pipelines, oil and gas fields, airports, ports, wastewater systems, industrial plants and other infrastructure projects. Our lawyers can help you complete transactions from their beginning to closing.  The services we provide include:

• Development of the optimal legal structure of a project;
• Analysis of the legal risks affecting the project structure;
• Development of plans for the allocation of legal risks in terms of the financial instruments to be used;
• Transaction structuring and preparation of the transaction plan for clients with an analysis of the options for project finance, and/or combining debt, equity and other ‘hybrid’ options for project finance;
• Appraisal of the applicability to the project of state support instruments and development of the plans for state involvement in the project;
• Preparation of the package of documents for an investment project to obtain project finance with state support;
• Optimisation of the process of approval and obtaining of opinions on the project at all stages from the ministries and departments engaged in the project’s selection;
• Development of contractual and other documents regulating the legal relationships between the SPV, sponsors, creditors, operators and other project parties;
• Negotiations on the structure of the project with the key project parties;
• Advice to clients on project issues, including the settlement of the conflict of interests.
• Drafting of pledge agreements, mortgage agreements, guarantees, sureties, security assignments and other security documentation. Registration of the pledges with the relevant state authorities of Kazakhstan;
• Drafting of the resolutions of the bodies authorised for the approval of large transactions and interested-party transactions made in connection with loan raising;
• Drafting and issuing of legal opinions and memorandums under Kazakh law;
• If required, interaction with public authorities to obtain necessary approvals.

Asset Finance and Leasing

We are market leaders for asset finance and leasing work among law firms in Kazakhstan. We have extensive experience in all aspects of aviation and sea vessels finance and regulation, and have a varied client base including airlines, lessors, arrangers, banks and manufacturers. We regularly advise investors, developers, occupiers and financial institutions on the largest and most complex leasing transactions in Kazakhstan. The services we render include:

Sea vessels and aircrafts finance

• Development of the optimal legal structure of a project;
• Analysis of legal risks affecting the project structure;
• Development of plans for the allocation of legal risks in terms of the financial instruments to be used;
• Transaction structuring and preparation of transaction plans for clients with an analysis of the options for project finance, and/or combining debt, equity and other ‘hybrid’ options for project finance;
• Appraisal of the applicability of state support instruments to the project and the development of plans for the state involvement in the project;
• Preparation of the package of documents for an investment project to obtain project finance with State support;
• Optimisation of the process of approval and obtaining of opinions on the project at all stages in ministries and departments engaged in the project’s selection;
• Development of contractual and other documents regulating the legal relationships between the SPV, sponsors, creditors, operators and other project parties;
• Negotiations on the project structure with the key project parties;
• Advice to clients on project issues, including the settlement of conflicts of interests;
• Drafting of pledge agreements, mortgage agreements, guarantees, sureties, security assignments and other security documentation. Registration of the pledges with the relevant state authorities of Kazakhstan;
• Drafting of the resolutions of the bodies authorised by the borrower for the approval of large transactions and interested-party transactions made in connection with a loan raising;
• Drafting and issuance of legal opinions under Kazakh law;
• Interaction with public authorities to obtain necessary approvals (if necessary).

Real Estate

• Development of organisational legal models for fee-development and joint implementation of projects with consortiums, landlords, developers and contractors;
• Development of the financing structures abd organisational legal models of development and the legal procedures for the implementation of projects;
• Recovery of developers’ liquid assets for the benefit of investors, banks, creditors;
• Land relations, design and construction relations in PPP projects. Structuring and risk management;
• Drafting of agreements including EPC and EPCM contracts, agreements protecting either construction party;
• Legal due diligence of assets, companies, and holdings;
• Consulting and contractual support of investment contracts and other transactions involving state property or state co-financing.

Islamic Finance

Brand new for Kazakhstan, Islamic finance transactions have been becoming more and more popular.  Our team of lawyers provides advice on the core practice areas of Islamic finance, providing the necessary knowledge and expertise to conduct and structure Islamic finance transactions.  

Our knowledge of Islamic financing structures, local legal and regulatory environment and our strong commitment to helping our clients bring transactions to life place us in an excellent position to address and resolve the issues that arise in various aspects of Islamic financing in Kazakhstan. We provide, inter alia, the following services:

• Transaction structuring;
• Assistance with the establishment of an issuing company;
• Drafting and editing of transaction documents;
• Drafting of a legal opinion on the issuing of Islamic securities (including Sukuk);
• Interaction with the transaction parties and government authorities.

Insolvency & Restructuring

Recent world events have uncovered significant issues concerning restructuring and insolvency. Our team of lawyers stay in touch with global developments and continues to advise on the majority of the largest and most-high profile deals in Kazakhstan. We represent clients in all aspects of restructurings, workouts and insolvency matters, including transactional and litigation matters, and provide timely, coordinated and effective advice. We provide the following services:

• Advice on the possible legal options for restructuring;
• Development of possible procedures for the restructuring of liabilities and existing measures on the enforceability of a debtor’s obligations to meet the requirements of bankruptcy law;
• Representation of restructuring coordinators, creditors (bond holders) or debtors (bond issuers);
• Negotiations on the determination of the commercial terms of a restructuring;
• Preparation of preliminary restructuring plans;
• Preparation of the offers to creditors (bond holders) on debt restructuring;
• Drafting of the notice of convening the general meeting of creditors (the general meeting of bond holders);
• Drafting of the agreement for creditors refraining from the transfer of rights and from exercising their rights under the debt instrument (loan agreements, bonds);
• Preparation of a final restructuring plan (restructuring agreement);
• Drafting of disclosure letters due to restructuring (if a debtor has a liability to disclose);
• Preparation of the documents on a debtor’s liabilities restructuring:

 - Loan Agreement;
 - Issuing documents on the issue of Kazakh bonds;
 - Securities exchange agreement (for Kazakh bonds, preferred shares, investment units, ordinary shares or Eurobonds);
 - Novation agreement or other appropriate contract.

• Drafting and issuance of a legal opinion on the transaction.

Insurance Market

Our team of lawyers provides high level advice on insurance markets deals. We work with major insurers and reinsurers, as well as major insured companies and their insurers and brokers, and assist them in their transactions. Various issues include the analysis of insurance legislation and interactions with different state authorities.  

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• Creation and registration of insurance companies;
• Legal assistance in qualifying which events have the features of an insurance event;
• Analysis of the insurance rules and draft rules of insurance, standard forms of insurance contracts, insurance policies, etc., approved by an insurer with respect to their compliance with current legislation and the demands of efficiency;
• Legal advice on issues arising in the insurance and re-insurance sector;
• Advice on currency law;
• Drafting of agreements, contracts, and participation in negotiations when entering into agreements and contracts;
• Advice on the interaction with the Financial Supervision Agency and other government authorities;
• Participation in the development of an internal insurer’s documents;
• Representation of a client in court, economical courts, administrative courts; analysis of the legal views of disputing parties, prediction of the possible results of a dispute settlement.

Derivatives and Structured Finance

Derivatives transactions are becoming increasingly popular in Kazakhstan. Our team of lawyers helps clients handle their transactions with derivatives in the most effective and successful manner. We work with major banks and corporate clients, and are competent in dealing with structuring derivative and structured transactions in today’s rapidly developing legal environment in Kazakhstan.

Derivatives

• Advise on the regulation of derivative transactions under Kazakhstan law;
• Representation of a transaction organiser, borrower or investment adviser;
• Drafting of a mandate agreement with a transaction organiser;
• Preparation of the key transaction terms and conditions, and performing negotiations thereof with a client’s counterparty;
• Drafting of the ISDA Master Agreement and Appendixes thereto;
• Drafting of the agreement with an investment adviser (Portfolio Advisor Agreement);
• Preparation of the prospectus;
• Drafting of the informational memorandum on a securities issue;
• Drafting of a legal opinion on the legal status of an investment adviser;
• Drafting of a legal opinion on a securities issue.

Currency Regulation

Currency regulation is the most frequently occurring issue because almost any transaction between residents and non-residents is subject to the control of the National Bank of the Republic of Kazakhstan. Our team has great experienced in the consultation of clients regarding currency regulation and control legislation in Kazakhstan.

• Advice on currency issues of transactions.
• General advice on currency issues.
• Issuance of memoranda on currency regulation in Kazakhstan.