13th May 2026 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
National Investment Fund of the Republic of Uzbekistan JSC
Pre-Stabilisation Period Notice
13 May 2026
Jefferies International Limited (contact: Oliver Berwin; telephone: +44 20 7029 8964, Megan Gresham; telephone: +44 20 7548 4199) hereby gives notice that the Stabilising Manager named below, and its affiliates, may stabilise the offer of the following securities in accordance with the relevant provisions of Regulation (EU) No 596/2014 (Market Abuse Regulation) and Commission Delegated Regulation (EU) 2016/1052, in each case as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. Stabilisation may not necessarily occur and it may cease at any time.
The securities:
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Issuer:
| National Investment Fund of the Republic of Uzbekistan JSC |
Securities to be stabilised: | Global Depository Receipts ("GDRs") denominated in U.S.$ with no nominal or par value. |
Description: | GDRs representing ordinary shares of the Issuer, with one GDR representing an interest in 64,700 ordinary shares Regulation S GDRs ISIN: US63654D1164 Rule 144A GDRs ISIN: US63654D1081 |
Security identifiers: | London Stock Exchange Regulation S GDR trading symbol: UZNF London Stock Exchange Rule 144A GDR trading symbol: UZ20 |
Offering size:
| 23,437,392 GDRs (excluding the over-allotment option) |
Offer price:
| U.S.$25.00 per GDR (the "Offer Price") |
Stabilisation:
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Stabilising Manager (and central point within the meaning of Commission Delegated Regulation (EU) 2016/1052): | Jefferies International Limited, 100 Bishopsgate, London, EC2N 4JL Contact: Oliver Berwin (telephone: +44 20 7029 8964); Megan Gresham (telephone: +44 20 7548 4199)
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Stabilisation period expected to start on:
| 08:00 (London time) on 13 May 2026 |
Stabilisation period expected to end no later than:
| 12 June 2026 |
Places where stabilisation may be undertaken: | London Stock Exchange (Main Market) |
Maximum size of over-allotment facility:
| 3,515,608 GDRs |
Over-allotment Option:
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Terms: | In connection with the offering (the "International Offering"), Jefferies International Limited, as Stabilising Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot GDRs sold in the International Offering or effect other stabilisation transactions with a view to supporting the market price of the GDRs at a higher level than that which might otherwise prevail in the open market (the "Overallotment Option").
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 the commencement of conditional dealings of the GDRs on the London Stock Exchange and ending no later than 30 calendar days thereafter. 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. Such stabilisation, if commenced, may be discontinued at any time without prior notice. 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 International Offering.
In connection with the International Offering, the Stabilising Manager may, for stabilisation purposes, over-allot GDRs up to a maximum of 15% of the total number of GDRs sold by the Ministry of Economy and Finance of the Republic of Uzbekistan (the "Selling Shareholder") in the International Offering. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the stabilising period, the Selling Shareholder has granted to the Stabilising Manager the Overallotment Option, pursuant to which the Stabilising Manager may purchase or procure purchasers for additional GDRs up to a maximum of 15% of the total number of GDRs being sold by the Selling Shareholder in the International Offering (the "Overallotment GDRs") at the Offer Price. The Overallotment 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 conditional dealings of the GDRs on the London Stock Exchange. Any Overallotment GDRs made available pursuant to the Overallotment Option will rank pari passu in all respects with the GDRs, including for all dividends and other distributions declared, made or paid on the GDRs, will be purchased on the same terms and conditions as the GDRs being issued or sold in the International Offering and will form a single class for all purposes with the other GDRs.
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Duration: | This option may be exercised by the Stabilising Manager in whole or in one or more parts, on one or more occasions at any time from 13 May 2026 to 12 June 2026. |
In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect other transactions with a view to supporting, stabilising or maintaining the market price of the securities at a level higher than that which might otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time without prior notice. Any stabilisation action or over-allotment shall be carried out in accordance with all applicable rules and regulations.
The International Offering and the distribution of this announcement and other information in connection with the listing and the International Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement, 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.
Important Notice
This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for, sell or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including, without limitation, the United States, Australia, Canada, South Africa or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement is 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.
Related Shares:
Nif Rep Uzbek S