Private bond placement is a non-public issuance of debt securities among a limited circle of investors (up to 50 participants). The terms of issuance are defined by a private memorandum — a streamlined equivalent of the offering prospectus.
Kazakhstan legislation provides for two private placement formats: exchange-based — via the "Private Placement" platform on KASE, and over-the-counter (OTC) — without exchange involvement, directly between the issuer and investors.
Valor Capital helps companies choose the optimal format and manages the process from memorandum preparation to deal closure — in both formats.
Key Parameters
Up to 50
Investors per issuance
KZT / USD
Nominal currency
Not required
Credit rating
2 formats
Exchange-based and OTC
Two Formats
Both formats are based on the same instrument — a private memorandum and placement among a limited circle of investors. The difference lies in the level of infrastructure and regulatory requirements
Placement on the "Private Placement" platform within KASE's official list.
Bonds are included in the exchange list, placed via subscription in the KASE trading system, with rights recorded through the Central Depository. The company receives listed status.
Placement directly between the issuer and investors without exchange listing. State registration of the private memorandum with the authorized body and a direct deal with investors. The fastest and simplest path.
Process
Regardless of the chosen format, Valor Capital provides full support — from documentation preparation to deal closure
Exchange-Based Format (KASE)
Private Memorandum Preparation
Developing the memorandum with key issuance parameters and preparing the accompanying document package
State Registration
Registering the issuance with the authorized body using a reduced document checklist
KASE Platform Listing
Inclusion in the KASE official list — up to 7 business days. Agreement with the exchange and the Central Depository
Placement Among Investors
Placement via subscription in the KASE trading system among a pre-defined circle of investors
OTC Format
Private Memorandum Preparation
The same document, but without the need to comply with KASE listing requirements — only statutory requirements
State Registration
Registering the issuance with the authorized body. Reduced document checklist, minimal issuer requirements
Direct Placement to Investors
Executing direct agreements with investors. No listing, no exchange procedures — maximum speed
One fewer step — no listing procedure. This shortens the path from decision to funds in the account by 1–2 weeks.
"Private placement is not a stripped-down version of a public offering. It is a standalone instrument with its own logic: the issuer knows the investor, values speed, and the flexibility of terms. The format — exchange-based or OTC — is determined by business objectives, not regulatory constraints."
FAQ
Who can participate in a private placement?
Private placement participants are investors that meet the requirements of Kazakhstan's securities market legislation. These include second-tier banks, insurance companies, investment portfolio managers, and other legal entities and individuals recognized as investors in the established manner. This rule applies to both exchange-based and OTC formats.
How does a private memorandum differ from an offering prospectus?
A private memorandum is a condensed document with the key issuance parameters: issuer information, volume, placement conditions, coupon payments and redemption, and covenants. Unlike a full prospectus, it does not require detailed disclosure of the company's financial condition and history. Amendments to the memorandum are processed significantly faster than to a prospectus.
How to choose between exchange-based and OTC format?
The exchange-based format via KASE provides listed company status, trading system infrastructure, and Central Depository services. This matters if you plan future public placements or work with investors who need an exchange platform. The OTC format is suitable when the investor is already identified, speed is critical, and exchange status is not essential.
Is a credit rating required for private placement?
No, a credit rating is not mandatory for either exchange-based or OTC format. However, for certain categories of institutional investors, a rating may be an internal requirement of their investment policy.
Are there restrictions on currency and maturity?
There are no currency restrictions — the issuance can be in tenge, dollars, or another currency. There are no maturity restrictions either: in practice, placements range from 1 year to 20 years depending on the capital-raising objectives.
Can privately placed bonds be resold?
In the exchange-based format — through direct (negotiated) transactions on KASE. Open trading and repo operations are not available. In the OTC format — through over-the-counter deals between investors. In both cases, investors typically hold the securities until maturity.
We will help determine the optimal format — exchange-based or OTC, prepare the private memorandum, and execute the placement within tight timelines.