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Publication of a Prospectus

13th May 2026 15:15

RNS Number : 2135E
National Investment Fund Uzbekistan
13 May 2026
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

 

This announcement is an advertisement for the purposes of PRM 12 "Advertisements and other disclosure of information" under the Prospectus Rules: Admission to Trading on a Regulated Market ("PRM") and is not a prospectus nor an offer of securities for sale or subscription, nor a solicitation of an offer to acquire or subscribe for securities, in any jurisdiction, including in or into the United States, Canada, Australia, South Africa or Japan.

 

Neither this announcement, nor anything contained herein, nor anything contained in the registration document published by the Company on 9 April 2026 (the "Registration Document") shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should purchase any securities referred to in this announcement or the Registration Document solely on the basis of the information contained in the prospectus in its final form, including the risk factors set out therein, that has been published by the "National Investment Fund of the Republic of Uzbekistan" JSC today (the "Prospectus"). The Prospectus is available for inspection on the Company's website at www.uznif.com, subject to certain access restrictions.

 

 

13 May 2026

 

The "National Investment Fund of the Republic of Uzbekistan" JSC

Announcement of Approval and Publication of Prospectus

London and Tashkent, 13 May 2026 - Following the announcement of the IPO results published earlier today, the "National Investment Fund of the Republic of Uzbekistan" JSC ("UzNIF" or the "Company") confirms that the Prospectus has been approved by the Financial Conduct Authority (the "FCA") and has been published by the Company today.

The Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of the Prospectus is available on the Company's website at https://www.uznif.com/en-uz, subject to certain access restrictions.

 

Enquiries:

Franklin Templeton

 

Investor Relations / Enquiries:

 

 

Aliy Akbarov, Investor Relations Manager

 

[email protected]

+998 95 382 0880

 

Public Relations / Enquiries:

 

Saira Khan, Corporate Communications Director

 

 

[email protected]

+44 (0)20 7073 8644

 

Feruza Nomozova, Corporate Communications Manager

 

[email protected]

+998 77 740 0880

 

Hudson Sandler (PR advisor to the Company)

 

 

International media:

 

 

Charlie Jack / Maria Shiryaevskaya

[email protected]

 +44 20 7796 4133

Uzbekistan media:

 

Alisher Makhsudov

[email protected]

+998 91 409 97 79

 

Notes to Editors:

About UzNIF

UzNIF was established in December 2024 as a joint-stock company in Uzbekistan following the adoption of the Decree of the President of the Republic of Uzbekistan "On the establishment of the National Investment Fund of the Republic of Uzbekistan" dated 27 August 2024.

FE "Franklin Templeton Asset Management" LLC, a company incorporated in Uzbekistan, a wholly-owned indirect subsidiary of Franklin Resources, Inc. based in Tashkent, has been appointed as Trustee of UzNIF, following the signing of an Investment Management Agreement with the Ministry of Economy and Finance of Uzbekistan. The Trustee was appointed as trustee of the Company effective 1 May 2025 and all management powers were transferred to the Trustee on 11 August 2025.

About Franklin Templeton

Franklin Resources, Inc. [NYSE:BEN] is a global investment management organisation with subsidiaries operating as Franklin Templeton and serving clients in over 150 countries. Franklin Templeton's mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, Franklin Templeton offers specialisation on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With more than 1,500 investment professionals, and offices in major financial markets around the world, California-based Franklin Templeton has over 75 years of investment experience and over US $1.74 trillion in assets under management as of 30 April 2026. For more information, please visit www.franklinresources.com.

 

Important Legal Information

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. All capitalised terms not defined herein have the meaning ascribed thereto in the Prospectus. Some of the information in these materials includes statements that are, or may be deemed to be, "forward-looking statements" and which reflect the Company's views with respect to the Company's and the Portfolio Companies' results of operations, financial condition, business strategy and its plans and objectives for future operations.

These forward-looking statements can be identified by the use of forward-looking terminology, including the words "targets", "proposes", "plans", "believes", "expects", "aims", "forecasts", "intends", "will", "may", "might", "estimates", "projects", "envisages", "anticipates", "continues", "would", "could" or "should" or similar expressions or, in each case, their negative or other variations or by discussion of strategies, plans, objectives, goals, future events or intentions. These forward-looking statements all include matters that are not historical facts. They appear in a number of places throughout these materials and include statements regarding the intentions, beliefs or current expectations of the Company and/or its management concerning, among other things, the results of operations, financial condition, liquidity, capital expenditures, prospects, growth, strategy and dividend policy of the Company or its Portfolio Companies and the industry in which they operate.

By their nature, such forward-looking statements are necessarily dependent on assumptions, data or methods which may be incorrect or imprecise and may be incapable of being realised. Such forward-looking statements are based on numerous assumptions regarding the Company's and the Portfolio Companies' present and future business strategies and the environment in which the Company or the Portfolio Companies will operate in the future. Moreover, they involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company or the Portfolio Companies to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause the Company's or the Portfolio Companies' actual results to so vary include, but are not limited to: the impact of certain laws and regulations and the interpretation, application or enforcement thereof; changes in the Company's portfolio and changes in the general economic, political, social or legal environment; changes in the development of the industry sectors in which the Portfolio Companies operate, including any delay or discontinuation of the ongoing reforms in certain sectors (e.g., the energy sector); liquidity of the Company's investments, or lack thereof; the Company's organisational, ownership and investment structure; the Company's ability to successfully implement any of its strategies; changes in the market expectations of the Company; inflation, fluctuations of interest rates and exchange rates; or factors not known by the Company as of the date of this announcement.

In light of these risks, uncertainties and assumptions, the Company, the Trustee, the Managers and any of their affiliates or their respective directors, officers, employees, agents or advisers expressly disclaim any obligation or undertaking to update, review or revise any such forward-looking statement or any other information contained in this announcement, whether as a result of new information, future development or otherwise, except to the extent required by applicable law. You are therefore cautioned not to place any undue reliance on such forward-looking statements.

Certain data in this announcement, including financial, statistical, and operating information, have been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%. Unless otherwise indicated, market, industry and competitive position data are estimated (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.

For the avoidance of doubt, the contents of the Company's website or any website directly or indirectly linked to the Company's website, including websites of the Portfolio Companies, are not incorporated by reference into, and do not form part of, this announcement.

These materials are not an offer for sale of securities in the United States or to U.S. persons. Securities may not be offered or sold in the United States or to U.S. persons absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration under the Securities Act. The Company has not registered and does not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States. Any securities sold in the United States will be sold only to investors that are known or reasonably believed to be (i) qualified purchasers as defined in Section 2(a)(51) of the Investment Company Act and (ii) qualified institutional buyers pursuant to, and as defined in, Rule 144A under the Securities Act (or upon another exemption from the registration requirements of Section 5 under the Securities Act) and Section 3(c)(7) of the Investment Company Act, respectively. The Company has not been and will not be registered under the Investment Company Act and, as such, holders of the Company's securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Company's securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The Trustee neither has nor intends to register as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended (the "Advisers Act") and, as such, it will not be subject to the obligations of the Advisers Act and the rules promulgated thereunder, including certain recordkeeping, disclosure and other fiduciary obligations, otherwise imposed on an SEC-registered investment adviser.

This announcement does not constitute an offer of securities to the public in any member state of the European Economic Area (the "EEA") (each a "Member State"). No prospectus has been or will be approved in any Member State in respect of the Securities. This announcement is only addressed to and is only directed at persons in Member States who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (such Regulation, together with any applicable implementing measures in the relevant home Member State under such Regulation, the "Prospectus Regulation"). This announcement and the information contained herein must not be acted on or relied upon in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is only available to, and any invitation, offer or agreement to purchase, subscribe or otherwise acquire the same will be engaged in only with, Qualified Investors. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any amendments and relevant delegated regulations thereto.

For persons in the United Kingdom, this announcement is only addressed to, and directed at, persons who are "qualified investors" within the meaning of the Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are otherwise persons to whom it may otherwise lawfully be communicated (all such persons being referred to as "Relevant Persons"). This announcement and the information contained herein must not be acted on or relied upon in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, Relevant Persons.

This communication is not a prospectus but an advertisement for purposes of PRM 12 "Advertisements and other disclosure of information" under the Prospectus Rules: Admission to Trading on a Regulated Market. Investors should purchase any securities referred to in this announcement or the Registration Document solely on the basis of the information contained in the Prospectus. The Prospectus is available for inspection on the Company's website at www.uznif.com, subject to certain access restrictions.

The Trustee has not been, and does not intend to be, authorised or registered under, and is not subject to the supervision of the FCA or any competent authority in the EU/EEA in respect of, the Alternative Investment Fund Managers Directive (2011/61/EU) or the UK Alternative Investment Fund Managers Regulations (SI 2013/1773). The Trustee has not registered the Company with any competent authority in the EU/EEA or the FCA, and the Trustee does not consider that it is currently required to comply with the various reporting, transparency and other regulatory obligations applicable to third country alternative investment fund managers that market alternative investment funds to EU/EEA and/or UK investors.

Securities of the Company have not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, South Africa or Japan except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Investment in the offered securities may involve a risk of loss of capital.

This communication does not constitute an offer to sell or a solicitation of an offer to purchase securities except in accordance with the laws of the Republic of Uzbekistan or in any other jurisdiction where it would be unlawful to do so. Investors should carefully consider the risks associated with the investment and are advised to consult with their legal, financial, and tax advisers prior to making any investment decision.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances or (iii) a personal recommendation to you.

None of the Managers, nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company or its Portfolio Companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

The Joint Bookrunners were not involved in, and were not licensed or authorised to participate in, and are not responsible for any aspect of, the Tashkent Offering. Each of the Managers are acting exclusively for the Company and the Selling Shareholder and no one else in connection with the Offering. The Managers will not regard any other person as their client in relation to the Offering and are not responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the International Offering, Jefferies International Limited, as stabilising manager (the "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, over allot GDRs up to a total of 15 per cent of the total number of GDRs included in the International Offering or effect other transactions with a view to supporting the market price of the GDRs or any options, warrants or rights with respect thereto, or other interest in the GDRs or other securities of the Company, in each case at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over the counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of any conditional dealings in the GDRs on the London Stock Exchange and ending no later than 30 calendar days thereafter. Stabilisation transactions aim at supporting the market price of the securities during the stabilisation period. Such stabilisation, if commenced, may be discontinued at any time without prior notice. If such stabilisation occurs, it will be undertaken at the London Stock Exchange. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. In no event will measures be taken to stabilise the market price of the GDRs above the offer price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over allotments made and/or stabilisation transactions conducted in relation to the Offering.

For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotment and/or from sales of GDRs effected by it during the stabilisation period, the Stabilising Manager has been granted an over-allotment option (the "Over-allotment Option") by the Selling Shareholder, pursuant to which it may subscribe, or procure subscribers for, additional GDRs representing up to 15 per cent. of the total number of GDRs included in the International Offering at the offer price (the "Over-allotment GDRs"). The Over-allotment Option will be exercisable in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of any conditional dealings in the GDRs on the London Stock Exchange. Any Overallotment GDRs made available pursuant to the Over-allotment Option will be made available on the same terms and conditions as GDRs being offered or sold pursuant to the International Offering.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) Regulation (EU) 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA ("U.K. MiFIR"); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook, (together, the "U.K. MiFIR Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of U.K. MiFIR) may otherwise have with respect thereto, the Securities have been subject to a product approval process, which has determined that the Securities are: (i) compatible with an end target market of investors who meet the criteria of eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in U.K. MiFIR; and (ii) eligible for distribution through all distribution channels as are permitted by U.K. MiFIR (the "U.K. Target Market Assessment"). Notwithstanding the U.K. Target Market Assessment, distributors should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The U.K. Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the U.K. Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties for the purposes of the U.K. MiFIR Product Governance Rules.

For the avoidance of doubt, the U.K. Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the U.K. MiFIR Product Governance Rules; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
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