London—The Dentons cross-border equity capital markets team has advised Air Astana Joint Stock Company (Air Astana), the largest airline group in Central Asia and the Caucasus region based on market share, on its Rule 144A/Regulation S initial public offering and triple listing on the main market of the London Stock Exchange (LSE), the Astana International Exchange (AIX) and the Kazakhstan Stock Exchange (KASE). The offering comprised the sale of global depositary receipts by BAE Systems (Kazakhstan) Limited and shares by Sovereign Wealth Fund Samruk-Kazyna Joint Stock Company, in addition to new shares issued by Air Astana. GDRs were listed on the LSE and AIX, while shares were listed on the AIX and KASE, respectively.

The transaction is the largest IPO so far on the LSE this year, with an implied market capitalisation at the commencement of conditional trading of US$847 million. The transaction priced on 9 February 2024, unconditional trading on the LSE commenced on 14 February 2024.

Air Astana provides scheduled, point-to-point and transit, short-haul and long-haul air travel and cargo on domestic, intra-regional and international routes across Central Asia, the Caucasus, Europe (including Turkey), the Middle East and Asia (including India and China). Operating two airline brands, “Air Astana”, its full service brand and the flag carrier of Kazakhstan, and “FlyArystan”, its low-cost carrier brand, Air Astana carries around 8 million passengers annually.

Dentons acted as lead English, Kazakhstan, and US securities counsel to Air Astana in connection with the transaction. Citigroup Global Markets Limited and Jefferies International Limited were joint global coordinators and bookrunners for the transaction; WOOD & Company Financial Services, a.s. acted as joint bookrunner; JSC Halyk Finance acted as Kazakhstan coordinator and bookrunner; Freedom Finance Global PLC acted as lead manager; and JSC BCC-Invest, JSC SkyBridge Invest and JSC Jusan Invest acted as co-managers.

Nik Colbridge, who leads Equity Capital Markets in Dentons’ London office said: This is a huge achievement for the airline, which is now positioned for the next stage in its growth, in particular during a period and for an industry which only now shows signs of opening up to new issuers. Listing across three exchanges, with the additional complexity brought by a highly regulated industry, has tested the airline and all of its advisers, and we are immensely proud to have supported them. Assisting companies on their cross-border ambitions to raise capital is exactly what we are about and we look forward to more of the same in 2024.

Vassiliy Zenov, the head of Banking and Finance at Dentons in Kazakhstan, added: It has been a long journey with a number of stop-overs before Air Astana was successfully listed on three exchanges.  The need for Air Astana to maintain the status of a “national carrier” after the IPO has had a significant impact on the whole transaction and even caused a change of law in Kazakhstan. There were other elements novel to the deal making practice in Kazakhstan, which required efficient legal solutions.  We were pleased to assist Air Astana with achieving its strategic objective to become a public company and now look forward to seeing its future growth, as well as to other Kazakhstan issuers entering international and local capital markets.

Nik Colbridge led the matter from London with support from Corporate associates Fiona Hollingdale, Anna Clark, Daniel Kaye, and Corporate trainee Rian Dhillon. The Dentons Kazakhstan team was led by the Managing partner Abai Shaikenov, Banking and Finance partner Vassiliy Zenov and Corporate partner Gani Ashimkhan, assisted by Banking and Finance senior consultant Alexandra Fasakhova, associates Ivan Ivanov, Dameli Karakulova, Dilbar Kassymova, and junior associate Sabina Anuarbekova. US securities law advice was provided by London-based US Securities partner Cameron Half and associate Pichrotanak Bunthan. Additional support was provided by London Tax partner Alex Tostevin, Tax associate Ivan Jelocnik and US Tax partner Rich Williams.

This transaction marks the second major European IPO on which Dentons have advised since mid-2023, following advice on the €1.9 billion IPO of Hidroelectrica.

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