Dentons Advised Air Astana to Historic Triple Listing IPO, Raising $847 Million

Dentons Advised Air Astana to Historic Triple Listing IPO, Raising $847 Million

Dentons, a leading international law firm with expertise in cross-border markets, successfully advised Air Astana, the largest airline in Central Asia and the Caucasus, on its triple Initial Public Offering (IPO) and listing across three prestigious exchanges. This landmark deal positions Air Astana for further growth and strengthens its regional leadership.

The offering included the sale of global depositary receipts (GDRs) by BAE Systems (Kazakhstan) Limited and shares by the Sovereign Wealth Fund Samruk-Kazyna Joint Stock Company. Additionally, Air Astana issued new shares. The GDRs were listed on the London Stock Exchange (LSE) and the Astana International Exchange (AIX), while the shares were listed on the AIX and Kazakhstan Stock Exchange (KASE).

The transaction, finalised on February 9, 2024, with unconditional trading starting on February 14, 2024, valued the company at an impressive $847 million at the beginning of conditional trading. This is the largest IPO so far on the London Stock Exchange this year.

Air Astana provides a diverse range of flight options, including scheduled services with fixed departure and arrival times, point-to-point connections and connecting flights catering to various destinations, and both short-haul regional hops and long-haul routes spanning continents. Their passenger and cargo services traverse domestic, intra-regional, and international routes, providing flexibility for various travel needs. Passengers have the choice between Air Astana, the full-service national airline of Kazakhstan, and FlyArystan, their low-cost brand. Combined, they transport an impressive 8 million passengers annually.

Dentons served as Air Astana's lead English, Kazakhstan, and US securities counsel throughout the transaction. Citigroup Global Markets Limited and Jefferies International Limited took on the roles of joint global coordinators and bookrunners, supported by WOOD & Company Financial Services, a.s. as joint bookrunner. The Kazakhstan leg of the transaction involved JSC Halyk Finance as coordinator and bookrunner, while Freedom Finance Global PLC stepped in as lead manager. Additionally, JSC BCC-Invest, JSC SkyBridge Invest, and JSC Jusan Invest provided their expertise as co-managers.

“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,” Nik Colbridge, who leads Equity Capital Markets in Dentons’ London office said.

“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,” Nik Colbridge added.

Vassiliy Zenov, the head of Banking and Finance at Dentons in Kazakhstan, stated: “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,” Vassiliy Zenov added.

Nik Colbridge, based in London, spearheaded the matter with support from colleagues Fiona Hollingdale, Anna Clark, Daniel Kaye (all Corporate associates), and Rian Dhillon (Corporate trainee).

The Dentons Kazakhstan team, led by Managing Partner Abai Shaikenov, comprised Banking and Finance Partner Vassiliy Zenov and Corporate Partner Gani Ashimkhan. Their efforts were further supported by Banking and Finance Senior Consultant Alexandra Fasakhova, associates Ivan Ivanov, Dameli Karakulova, Dilbar Kassymova, and junior associate Sabina Anuarbekova.

Cameron Half (US Securities Partner) and Pichrotanak Bunthan (associate) in London provided US securities law expertise while additional support came from London Tax Partner Alex Tostevin, Tax Associate Ivan Jelocnik, and US Tax Partner Rich Williams.