The liars

CITIX Ltd.
(a private company incorporated in the AIFC jurisdiction)
U.S.$10,000,000 10,5% Bonds due 2025

The U.S.$10,000,000 (ten million) aggregate principal amount of 10,5% Bonds due on 6 June 2025 (the “Securities” or the
“Bonds”, and each a “Bond”) of CITIX Ltd. (the “Company” or the “Issuer”or “CITIX”) are issued in accordance with the Acting
law of the Astana International Financial Centre (the “AIFC”) in the denomination of U.S.$100 each.
This document constitutes the Prospectus of the Bonds (the “Prospectus”) described herein and is prepared by the Issuer
pursuant to Rule 1.3 of AIFC Market Rules (AIFC Rules No. FR0003 of 2017). Full information on the Issuer and the offer of the
Bonds is only available on the basis of this Prospectus. The Prospectus will be published on the website of the Astana
International Exchange Ltd. (the “AIX”) at https://www.aix.kz via AIX Regulatory Announcement Services and the Issuer’s
website at: https://www.citix.me.
Application has been made for the Bonds to be admitted to the Official List of the AIX and to be admitted to trading on the
AIX. The AIX does not guarantee that the Bonds will be admitted to the Official List of the AIX. The AIX reserves the right to
grant admission of the Bonds to the Official List of the AIX only where it is satisfied that such admission is in accordance with
the AIFC Law, including AIX Business Rules. The Issuer did not seek independent legal advice with respect to listing the Bonds
on the AIX in accordance with the Bonds Prospectus.
Astana International Exchange Ltd (AIX) and its related companies and their respective directors, officers and employees do
not accept responsibility for the content of this Prospectus including the accuracy or completeness of any information or
statements included in it. Liability for the Prospectus lies with the issuer of the Prospectus and other persons such as Experts
whose opinions are included in the Prospectus with their consent. Nor has AIX, its directors, officers or employees assessed
the suitability of the securities to which the Prospectus relates for any particular investor or type of investor. If you do not
understand the contents of this Prospectus or are unsure whether the securities are suitable for your individual investment
objectives and circumstances, you should consult an authorised financial advisor.
No representation or warranty, express or implied, is made by the Lead Manager as to the accuracy or completeness of the
information set forth in this Prospectus, and nothing contained in this Prospectus is, or shall be relied upon as a promise or
representation, whether as to the past or the future. The Lead Manager does not assume any responsibility for the accuracy
or completeness of the information contained in this Prospectus.
No action has been or will be taken in any jurisdiction by the Lead Manager or the Issuer that would permit a public offering
of the Bonds in any country or jurisdiction outside AIFC, where action for that purpose is required. Accordingly, the Bonds may
not be offered or sold, directly or indirectly, and neither this Prospectus (in preliminary, proof or final form) or any amendment
or supplement thereto or any other offering or publicity material relating to the Bonds, may be distributed in or from, or
published in any country or jurisdiction outside AIFC, except under circumstances that will result to the best of the Lead
Manager’s knowledge and belief in compliance with any applicable securities laws or regulations.
Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any jurisdiction outside AIFC or under any circumstances in which such offer, solicitation or sale
is not authorized or would be unlawful. Recipients of this Prospectus who intend to subscribe for or purchase the Bonds are
reminded that any subscription or purchase may only be made on the basis of the information contained in the Prospectus.
These Bonds constitute debt instruments. An investment in the Bonds involves risks. By subscribing to the Bonds, investors
lend money to the Issuer who undertakes to pay interest on a quarterly basis and to reimburse the principal on the Maturity
Date. In case of bankruptcy or default by the Issuer, investors may not recover the amounts they are entitled to and risk
losing all or part of their investment. The Bonds are intended for investors who are capable of evaluating the interest rates
in light of their knowledge and financial experience. An investment decision must solely be based on the information
contained in the present Prospectus. Before making any investment decision, investors must read the Prospectus in its
entirety (and, in particular, Condition “Risk factors” in the Prospectus). Each potential investor must investigate carefully
whether it is appropriate for this type of investor to invest in the Bonds, taking into account his or her knowledge and
experience and must, if needed, obtain professional advice.
Lead Manager
Freedom Finance Global PLC
The date of this Prospectus is 2 June 2023
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CONTENTS
PROSPECTUS SUMMARY ............................................................................................................................................... 3
1. Introduction ..................................................................................................................................................... 3
2. Key Information on the Issuer ......................................................................................................................... 3
2.1. The Issuer of the Bonds ........................................................................................................................... 3
2.2. Key financial information on the Issuer .................................................................................................. 4
2.3. Key risks that are specific to the Issuer ................................................................................................... 4
3. Key Information on the Securities ................................................................................................................... 5
3.1. Terms and conditions of the Securities ................................................................................................... 5
3.2. Information on trading of the Securities ................................................................................................. 5
3.3. Key risks specific to the Securities ........................................................................................................... 5
4. Key information on the admission to trading .................................................................................................. 5
4.1. Conditions and timetable for investing in the Securities ........................................................................ 5
4.2. The purpose of the Prospectus ............................................................................................................... 6
REGISTRATION DOCUMENT .......................................................................................................................................... 7
1. Information about the Issuer ........................................................................................................................... 7
1.1. General information ................................................................................................................................ 7
1.2. Investments ............................................................................................................................................. 7
2. Operational and financial overview ................................................................................................................. 7
2.1. Actual and proposed business activities: ................................................................................................ 7
2.2. Risk factors ............................................................................................................................................ 10
2.3. Production and sales trends .................................................................................................................. 14
3. Articles of Association and organizational structure ..................................................................................... 14
3.1. Articles of Association ........................................................................................................................... 14
3.2. Group structure ..................................................................................................................................... 16
4. Assets ............................................................................................................................................................. 16
4.1. Material contracts ................................................................................................................................. 16
5. Capital ............................................................................................................................................................ 17
5.1. Share capital .......................................................................................................................................... 17
6. Management of the Issuer ............................................................................................................................. 17
6.1. Details relating to the Board of Directors and senior managers (“Key Persons”) ................................. 17
6.2. Other information relating to Key Persons ........................................................................................... 19
7. Financial information about the Issuer .......................................................................................................... 19
7.1. Historical financial information about the Issuer .................................................................................. 19
8. Other information relating to the Issuer ....................................................................................................... 21
8.1. Information about auditors ................................................................................................................... 21
8.2. Connected Persons ................................................................................................................................ 21
8.3. Legal and other proceedings against the Issuer .................................................................................... 22
9. Responsibility for the Content of the Prospectus .......................................................................................... 22
9.1. Responsibility Statement ...................................................................................................................... 22
9.2. Expert opinions included in the Prospectus .......................................................................................... 22
10. Documents on display .................................................................................................................................... 22
SECURITIES NOTES ...................................................................................................................................................... 23
1. Key information ............................................................................................................................................. 23
1.1. Risk factors material to the Securities ................................................................................................... 23
1.2. Reasons for the offer ............................................................................................................................. 23
1.3. Creditworthiness of the Issuer .............................................................................................................. 23
2. Information relating to the Securities offered/admitted to trading .............................................................. 23
2.1. General information relating to the Securities ..................................................................................... 23
3. Terms and conditions of the Offer ................................................................................................................. 25
3.1 Payments ............................................................................................................................................... 25
3.2 Penalty................................................................................................................................................... 26
3.3 Events of Default ................................................................................................................................... 26
3.4 Early redemption ................................................................................................................................... 26
3.5 Meetings of Bondholders ...................................................................................................................... 27
3.6 Notices .................................................................................................................................................. 27
3.7 Taxation ................................................................................................................................................. 28
3.8 Further issues and further indebtedness .............................................................................................. 28
4. Other information .......................................................................................................................................... 28
4.1. Audit and source of information including use of expert reports ......................................................... 28
5. Admission to trading ...................................................................................................................................... 28
SCHEDULE 1 RESPONSIBILITY STATEMENT ................................................................................................................ 29
SCHEDULE 2 AUDITED FINANCIAL STATEMENTS ....................................................................................................... 30
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PROSPECTUS SUMMARY
1. Introduction
The Prospectus Summary should be read as an introduction to the Prospectus. Any decision to invest in the Securities should be
based on a consideration of the Prospectus as a whole by an investor. These Securities (Bonds) constitute debt instruments. An
investment in the Bonds involves risks. By subscribing to the Bonds, investors lend money to the Issuer who undertakes to pay
interest on a quarterly basis and to reimburse the principal on the Maturity Date. In case of bankruptcy or default by the Issuer,
investors may not recover the amounts they are entitled to and risk losing all or part of their investment. Civil liability attaches
only to those Persons who have tabled the summary including any translation thereof, but only where the summary is
misleading, inaccurate or inconsistent, when read together with the other parts of the Prospectus, or where it does not provide,
when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether
to invest in such Securities.
Issue U.S.$10,000,000 10,5% Bonds due in 2025, ISIN KZX000001375.
Issuer CITIX Ltd., business identification number 200140900041.
The contact details of the Issuer are:
Address: 55/22 Mangilik el ave., Office 140, Esil district, Astana, Kazakhstan, Z05T3F5.
Telephone: + 7 747 520 87 48 or +7 777 830 33 11, website: citix.me
E-mail: a.aznabakiyev@citix.me.
Prospectus This Prospectus was approved by the AIX on 2 June 2023. The terms and conditions of the Offer set
out in this Prospectus were approved by a resolution of the extraordinary general meeting of the
Issuer’s shareholders on 5 April 2023.
The contact details of the AIX are:
Address: 55/19 Mangilik El str., Block C 3.4, Astana, Kazakhstan, Z05T3C4
Telephone: +7 (717) 223 53 66.
2. Key Information on the Issuer
2.1. The Issuer of the Bonds
Issuer CITIX Ltd. is a private company incorporated in the AIFC jurisdiction on 9 January 2020. The
Company’s business identification number is 200140900041. The Issuer is a holding company,
which controls subsidiaries in Kazakhstan and Turkiye.
Principal Activities The company provides digital outdoor advertising services, mainly smart outdoor gadgets –
smartboards, which seamlessly fuse cutting-edge digital outdoor advertising capabilities with a
smart city approach, creating a novel and dynamic interplay between people and technology.
Major Shareholders • Timur Turlov (30.00%)
• Nazgul Shakenova (30.00%)
• Shoibekova Yana (25.00%)
• Baitassova Aigerim (15.00%)
The Issuer has two classes of shares: Ordinary Class A and Ordinary Class B. The Company’s
authorized and issued capital is represented by 1,500 shares – 1,275 Class A and 225 Class B Shares,
both with nominal value of 150 000 KZT. The Issuer’s Articles of Association provides the Ordinary
Class A Shares, as a class, with the right to appoint and dismiss the Investor Director(s) and with
the right at all times as a class to 85% of the voting rights at the General Meeting and 85% of the
dividends and any other distributions.
Similarly, the Issuer’s Articles of Association provides the Ordinary Class B Shares, as a class, with
the right to appoint and dismiss the Director(s) other that the Investors Director(s) (one less than
the majority of the Board) and with the right at all times as a class to 15% of the voting rights at the
General Meeting and 15% of the dividends and any other distributions.
Members of the Board
of Directors
• Yana Shoibekova – Chairman of the Board of Directors and the founder of CITIX.
• Timur Turlov – a member of the Board of Directors, CEO and the founder of Freedom Holding
Corp., NASDAQ listed brokerage and financial services company.
• Armanzhan Baitassov – a member of the Board of Directors
• Olzhas Tokhtarov – a member of the Board of Directors, co-founded Tayyab Technologies, an
innovative Islamic fin-tech enterprise, and Al-Saqr Finance, an Islamic banking institution.
• Yevgeniy Tyan – a member of the Board of Directors and Chief Commercial Officer.
Management of the
Company
• Yana Shoibekova – Chief Executive Officer and the founder of CITIX.
• Yeldos Sutzhanov – Finance Director, served in various positions from senior specialist to chief
accountant at BDO, Eurasian Bank and others.
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• Yevgeniy Tyan – Chief Commercial Officer, responsible for managing the Group's relations with
Free Economic Zones and the Government.
Auditors Russel Bedford BC Partners LLP.
Address: 202 Al-Farabi ave., Almaty, Kazakhstan, 050060.
Telephone: + 7 701 556 78 88
E-mail: info@rbpartners.kz
2.2. Key financial information on the Issuer
The principal source of the Company’s revenue is proceeds from the sale of advertisements on digital screens - smartboards.
For the year ended 31 December 2022, total revenue was KZT2.81 bn, as compared to KZT1.97 bn KZT in 2021, reflecting an
increase of 42%. The increase was driven by multiple factors like an increase in capacity utilisation and increase in prices. For
the year ended 31 December 2021, total revenue was KZT1.97 bn, as compared to KZT0.9 bn in 2020, reflecting an increase
122%. The substantial increase in 2021 can be attributed to the lifting of COVID restrictions and the resulting economic
recovery.
The independent auditor of the Company, Russel Bedford BC Partners LLP, issued unqualified independent auditor’s reports in
respect of the Company’s consolidated audited financial statements as at and for the years ended 31 December 2022, 31
December 2021 and 31 December 2020.
Balance sheet, KZT thousands 2020 2021 2022
Total Assets 1,057,290 5,901,578 7,139,925
Total Liabilities 1,187,085 4,303,489 4,413,357
Total Equity (129,795) 1,598,089 2,726,568
Income statement, KZT thousands 2020 2021 2022
Sales 888,237 1,972,403 2,809,920
Profit (loss) for the year 102,755 575,600 624,003
Cashflow statement, KZT thousands 2020 2021 2022
Net cash flow from operating activities 311,391 (184,922) 586,587
Net cash flow from investing activities 72,994 (4,456,051) (1,102,165)
Net cash flow from financial activities (243,232) 4,719,668 697,524
2.3. Key risks that are specific to the Issuer
1. Our results have been in the past and could continue to be adversely affected by economic uncertainty or deteriorations
in economic conditions.
2. The Company’s businesses are affected by general business and economic conditions, which could materially and adversely
impact the Company’s business, financial condition and results of operations.
3. Unforeseen or catastrophic events, including the emergence of a pandemic, terrorist attacks, extreme weather events or
other natural disasters could materially negatively impact the Company’s businesses.
4. The Company is exposed to liquidity risk and foreign currency fluctuations that may adversely affect the Company’s
financial performance and its future operations.
5. The inability to attract sufficient funds for operations may adversely affect the Company’s businesses, financial condition,
results of operations and prospects.
6. Existing and future funding terms may impose financial and operating restrictions on the Company.
7. We face intense competition in the out-of-home advertising business.
8. The success of our business is also dependent on our ability to obtain and renew contracts with municipalities, transit
authorities and private landlords, which we may not be able to obtain on favorable terms.
9. Our financial performance may be adversely affected by many factors beyond our control.
10. Non-compliance with anti-corruption laws, including bribery laws, can adversely affect the Company’s reputation and
business.
11. The Company could be adversely affected by contractual claims and complaints.
12. The Company’s operations largely depend on efficient and uninterrupted functioning of information systems.
13. The Company’s businesses will suffer if the Company fails to attract and retain key management, employees, or other
qualified personnel.
14. The Company is a holding company with little or no operations of its own other than the funding and management of its
operating subsidiaries; however, its financial statements are presented on a consolidated basis.
15. The Company may be unable to identify, acquire, close or integrate acquisition targets successfully.
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3. Key Information on the Securities
3.1. Terms and conditions of the Securities
The Issue U.S.$10,000,000 10,5% unsecured unsubordinated Bonds due 2025.
Currency U.S. Dollars.
Nominal Value U.S.$100 (one hundred U.S. Dollars) per Bond.
Number 100,000 Bonds.
ISIN KZX000001375.
Issue Date 6 June 2023.
Maturity Dare 6 June 2025.
Rights Attached to the
Securities
The Bondholders have the right to:
• receive Coupon Payments in the time and amount stipulated by Prospectus.
• receive Nominal Value upon redemption and at Maturity Date in the time and amount stipulated
by Prospectus.
• freely transfer the Bonds.
• receive information concerning the Issuer’s operations.
• attend, participate in and vote at meetings of Bondholders in accordance with the terms and
conditions of the Bond specified in the Securities Note section of the Prospectus.
• If any of the events mentioned in Condition 3.3 of Securities Notes occurs and continues for more
than 30 (thirty) calendar days, require that the Bonds shall immediately become due and
repayable at their par value together with accrued coupon interest.
Ranking The Issuer shall ensure that at all times the claims of the Bondholders against it under the Bonds
rank at least pari passu with the claims of all its other unsecured creditors, save those whose claims
are preferred by any bankruptcy, insolvency, liquidation or similar laws of general application, as
well as per applicable AIFC rules and regulations.
Restrictions on the Free
Transferability
The Bonds are freely transferable and, once admitted to the Official List of the AIX, shall be
transferable only in whole in accordance with the applicable rules and regulations of the AIX
amended from time to time.
Guarantees Attached to
the Securities
There are no guarantees attached to the Securities.
3.2. Information on trading of the Securities
The Bonds will be admitted to trading on the AIX.
3.3. Key risks specific to the Securities
1. The Bonds are subject to modification, waivers and substitution.
2. Delisting of the Bonds from the Official List of the AIX may subject gains and Coupon Payments on the Bonds to tax in the
Republic of Kazakhstan.
3. The Bondholders may be subject to exchange rate risks and currency controls.
4. The market price of the Bonds may be volatile.
4. Key information on the admission to trading
4.1. Conditions and timetable for investing in the Securities
Admission to Trading Application has been made for the Bonds to be admitted to the Official List of and to trading
on the AIX. The Bonds are expected to be admitted to listing on 6 May 2023 and to trading 7
May 2023.
Plan for Distribution Subject to applicable laws and regulations the Bonds will be offered through brokers who have
a valid and active trading membership agreement with the AIX in or from AIFC to a wide range
of investors in Kazakhstan.
Offering Method Offering of the Bonds will be made through the trading system of the AIX in accordance with
the AIFC Market Rules, AIX Business Rules and relevant AIX market notice.
Offer period opening and
closing date
The Bonds can be offered during the entire circulation period until the Maturity Date.
Maturity date 6 June 2025.
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Selling Restrictions The offering and sale of the Bonds is subject to applicable laws and regulations and the Bonds
may not be sold to public in other jurisdictions outside AIFC, including without limitation the
United Kingdom, the European Economic Area, other than in compliance with applicable laws
and regulations. The Bonds have not and will not be registered under the U.S. Securities Act of
1933 or the securities laws of any state of the United States and may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons.
Notification Process for
Investors
Prior to the start of the trading, AIX will publish on its website https://aix.kz/newsannouncements/
aix-market-notices/ a market notice specifying the first day of trading.
All other significant announcements will be made by the Issuer via AIX Regulatory
Announcement Service https://aix.kz/listings/continuous-disclosure-obligations/companydisclosures-
2/.
Estimated Expenses Estimated expenses associated with the preparation and offering of Bonds, including listing
fees, are expected to be U.S.$30,000.
4.2. The purpose of the Prospectus
This Prospectus has been produced in connection with the application for the Bonds to be admitted to the Official List of the
AIX and trading on the AIX.
Reasons for the
Issuance/Use of Proceeds
The issuance is being made, and the net proceeds of the issue of the Bonds will be used by the
Issuer for general corporate purposes and funding capital expenditures required for scaling the
business in Turkiye and MENA region.
Estimated Net Amount of
Proceeds
The net proceeds from the issuance are expected to amount to approximately U.S.$9,970,000
after deduction of fees and expenses related to the issuance of the Bonds.
Lead Manager Freedom Finance Global PLC, Astana, Esil district, Dostyk street, building 16, non-residential
facility No.2, 010016, the Republic of Kazakhstan.
Conflict of Interest No person involved in the offering of the Bonds has any interest in the offering, which is
material to the offering.
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REGISTRATION DOCUMENT
1. Information about the Issuer
1.1. General information
The Full Legal Name of the Issuer CITIX Ltd.
Legal Form of the Issuer Private Company.
The Country of Incorporation of
the Issuer
• The Company was incorporated and registered in the Republic of Kazakhstan on 9
January 2020 as a private company with the business identification number of
200140900041 and has remained registered for more than three years already.
• The contact details of the Issuer are:
Address: 55/22 Mangilik el ave., Office 140, Esil district, Astana, Kazakhstan, Z05T3F5
Telephone: + 7 747 520 87 48 or +7 777 830 33 11
Website: citix.me
E-mail: a.aznabakiyev@citix.me.
1.2. Investments
Investments made in the period ended 31 March 2023
In the 1st quarter of 2023, total investments exceeded KZT 480.5 mln – mainly consisting of investments in smartboards – KZT
97.4 mln, KZT 377.2 mln – investment in research and development activities and KZT 5.9 mln - purchase of fixed assets.
Investments made in the year ended 31 December 2022
In the year ended 31 December 2022, total investments exceeded KZT 1,761 mln – mainly consisting of an investment in the
research and development activities of the Group (development of new products) – KZT 1,290.7 mln, KZT 336 mln – capital
investments in smartboards, and KZT 134.3 mln – acquisition of 100% share in BillboardVideo LLP.
Investments made in the year ended 31 December 2021
In 2021, total investments exceeded KZT 4,392.3 mln – mainly consisting of capital investments in smartboards – KZT 4,273.9
mln, and KZT 118.4 mln – in research and development activities.
Investments made in the year ended 31 December 2020
In 2020, total investments exceeded KZT141.9 mln – mainly consisting of investments in smartboards – KZT 28.7 mln and KZT
113.2 mln – investment in research and development activities.
2. Operational and financial overview
2.1. Actual and proposed business activities:
The story behind brand
It's undeniable that technology has rapidly infiltrated and become an integral part of our daily lives. From smartphones with a
wide range of capabilities to smart home devices, advanced transportation options, and artificial intelligence, technology has
become ubiquitous. However, despite its prevalence, there are still some areas that require significant modernization, with
urban infrastructure being a prime example.
As modern cities burgeon into sprawling megacities and agglomerations, municipal services must contend with an array of
complex challenges, chief among them being transportation and pedestrian navigation. What cities require is a digital solution
that can analyze traffic patterns, facilitate the management of traffic and pedestrian flows, and promptly disseminate essential
information to citizens while smoothly integrating with municipal services.
CITIX is a pioneering technology company hailing from Kazakhstan that has devised such a solution. Our smart outdoor gadgets
– smartboards, seamlessly fuse cutting-edge digital outdoor advertising capabilities with a smart city approach, creating a
novel and dynamic interplay between people and technology. Our mission is to create a new and dynamic experience of
technology's role in our urban environment.
The uniqueness of smartboards
Smartboards are a remarkable synthesis of technology. CITIX offers a range of smartboards, including road, walking, mobile,
and 3D gadgets, which operate on EYWA's proprietary operating system, utilizing blockchain technology. CITIX Panel, a
smartboard content management platform, further complements this product line, providing new opportunities for customers
and other market participants.
Each smartboard, like a cutting-edge smartphone, is several steps ahead of digitalization level of developed megacities. Similar
to how new applications can be downloaded to your smartphone, new services can be linked to any CITIX smartboard,
enhancing its functionality by delivering timely and relevant content.
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The Smart Widgets system governs the social content of smartboards, allowing the automatic dissemination of useful content
through smart widgets by integrating with city services. For example, by alerting drivers of approaching emergency vehicles, it
reduces response times and saves lives; providing updates on traffic congestion and offering alternative routes to alleviate city
traffic; and instantly notifying residents of emergencies to minimize incidents.
Smartboards feature an intuitive interface, allowing drivers and pedestrians to effortlessly interpret information. Content is
dynamically adjusted based on weather, time of day, and other external factors.
The smooth functioning of smartboards is ensured by EYWA proprietary software, which manages content, processes data
from peripheral equipment, and integrates with government and third-party services. Blockchain technology supports the
network, ensuring transparency and security in all processes and transforming smartboards into an effective tool for bringing
the advertising business out of the shadow.
One smartboard can replace more than a hundred street signages, mitigating the issue of "banner blindness" on roads and
eliminating the toxic waste linked with classic banner production and disposal.
Smartboard design is timeless and trendy, easily assimilating into the architectural fabric of any modern city. Each design offers
a lifespan of 5-7 years.
Smartboards’ Family
CITIX's Smartboard family includes three distinct products, each designed to address specific urban challenges with innovative
solutions.
Tom-Tom
The first member of the family is TomTom, a road smartboard that addresses the pressing issue of traffic management in large
cities. It employs advanced technology to monitor traffic and pedestrian flows and provides real-time information to city
residents by collecting and analyzing data from various online sources.
Jerry
The second member, Jerry, is a smartboard that specifically manages pedestrian flows. It acts as an interactive wayfinder,
offering on-demand information for residents and tourists alike, while also presenting new creative advertising opportunities.
Jerry boasts several features, including a camera, a security button connected to emergency services, an NFC module for
payments, free Wi-Fi, and wireless charging.
Jumbo 3D
Finally, the Jumbo 3D is a large-format smartboard designed to make a bold visual impact and support the image of the entire
network. It is well-suited for showcasing cultural, entertainment, and sports events, and engaging city residents with exciting
and interactive 3D campaigns.
New product directions
Quantum by CITIX (Taxi Smartboard)
"CITIX's Smartboard Family encompasses a range of cutting-edge devices designed to revolutionize urban infrastructure.
Among these, Quantum by CITIX stands out as a mobile smartboard mounted on taxi roofs, serving as a digital advertising
platform with geotargeting and AI-based analytics. Quantum enables the display of personalized content tailored to
environmental parameters such as location, time range, and weather, making it a powerful tool for targeted advertising.
In the pilot phase, 50 CITIX Taxi cars will launch in Almaty, with plans to expand the Taxi mobile smartboard network to 150
cars by the end of 2023.
Excello by CITIX (Naked Eye 3D smartboard)
Another innovative product in the Smartboard Family is Excello by CITIX - a Naked Eye 3D smartboard. It boasts the first corner
3D screen in Kazakhstan, located in a pedestrian zone. Excello is on par with the best global analogues and unlocks limitless
potential for advertising creativity."
Key software products
CITIX panel
CITIX offers a suite of products that revolutionize the outdoor advertising industry. One of our key products is CITIX Panel, a
cutting-edge platform that streamlines the process of designing and launching outdoor advertising campaigns. With CITIX Panel
businesses can remotely launch, manage, and monitor campaigns across all CITIX smartboards and other digital screens. This
results in the automation of the client journey for CITIX Panel clients, while offering potential franchisees and business owners
an automated business management process, from equipment inventory management to company KPI monitoring and sales.
CITIX Panel is not limited to managing CITIX smartboards. We see it as a comprehensive plug-and-play platform that connects
customers to different types of digital screens. This reduces barriers for businesses to enter the digital outdoor advertising
market and acts as an additional source of revenue.
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CITIX cloud agency
Another important product is CITIX Cloud Agency, which is similar to Google AdWords in the digital segment of outdoor
advertising. It improves the effectiveness of marketing campaigns and increases sales. With the analytics derived from
peripherals, cameras, and integrations, we can provide customers with customized marketing campaigns that are priced to
reflect their true value. We believe that this approach will drive the growth of the DOOH market globally and help develop
solutions for smart cities.
A brief history of CITIX
2018: Billboard Video opens in Kazakhstan. A team of engineers builds and launches the first TomTom smartboard on the
market.
2019: Billboard Video changes its name to CITIX. Mrs. Yana Shoibekova takes the position of CEO, implements a new model of
product monetization, enhances the commercial potential of the project and its public benefit.
The focus of the new leader is on building a strong team. CITIX brought together stellar specialists: engineers, developers and
product managers, creators, marketers, Smart City experts. Each of them is a leader in their field.
Throughout 2019, the new CITIX team worked on improving the TomTom smartboard and successfully launched it in the
current version. It quickly became the Company's flagship product and proved to be relevant both in Kazakhstan and beyond.
2020-2022: A new team led by Mrs. Yana Shoibekova is actively expanding the smartboard network and have led CITIX to the
following milestones:
• 2020 – revenue of 0.9 bn KZT, 0.1 bn KZT of net profit;
• 2021 – revenue 2 bn KZT (growth 122% compared to 2020), net profit – 0.6 bn KZT;
• 2022 – revenue 2.8 bn KZT (growth 40% compared to 2021), net profit – 0.6 bn KZT USD;
• More than 110 smartboards have been installed over 4 years. The Company's client portfolio has been replenished
with 200+ global giant brands such as Coca-Cola, Apple, Samsung, Hyundai, which consider CITIX as their key partner
in the region;
• The Company has become a leader in the digital outdoor advertising market in Kazakhstan.
Having established a solid business model, CITIX’s management has decided to expand its business internationally, starting
with a successful pilot in Turkiye and actively preparing for an IPO. To support this expansion, the Company has attracted
anchor shareholder Timur Turlov, founder and majority shareholder of the investment group Freedom Holding Corp.
Mr. Turlov's financial investments, competencies, experience, and expertise in international expansion and IPOs have
significantly accelerated CITIX's growth and development.
Growth strategy
Scaling, business model and unit economics
CITIX's business model has yielded significant results in Kazakhstan, cementing its position as a key player in the country's
digital outdoor advertising market.
In 2022, the outdoor advertising market in Kazakhstan reached a value of 60 mln USD, with CITIX capturing an 18% market
share. Although JC Decaux boasts a slightly higher market share of 24%, CITIX remains unrivalled in the digital outdoor
advertising sector.
Strong demand for CITIX's innovative products has positively impacted the Company's unit economy and profitability, with a
reported EBITDA margin of 15% achieved in 2020 despite the full lockdown due to the challenges of the pandemic. This success
can be attributed to effective management and a well-coordinated team.
Remarkably, even in the face of market and geopolitical shocks in 2022, CITIX's reported EBITDA margin reached 50%. As the
Сompany continues to expand its network in Kazakhstan, the EBITDA margin is expected to grow further as fixed costs remain
stable.
Global expansion
The global out-of-home (OOH) market is projected to reach 67.7 bn USD by the end of 2025, while the digital out-of-home
(DOOH) market is estimated to be valued at 26.9 bn USD by 2025. Furthermore, worldwide spending on the development of
"smart cities" is predicted to reach 189.5 bn USD by 2027.
CITIX possesses a significant competitive advantage over traditional market players due to its diverse capabilities. It
encompasses 5-7 companies in one entity, owning and operating most of the production, logistics, and sales cycle, developing
its own engineering solutions and software, and offering products that lower costs and increase sales. CITIX's unit economics
metrics suggest a healthy and scalable business model.
As Smart City infrastructure becomes increasingly essential worldwide, CITIX's proven formula for success can be scaled to
global markets.
In 2022, CITIX entered the Turkish market, partnering with the Istanbul city government to install five smartboards. Our plan
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is to expand to 100 smartboards by the end of 2023, taking advantage of the Turkish advertising market's remarkable growth.
In 2022, the media and advertising market in Turkiye surged to 3.4 bn USD, a 90% YoY increase. Notably, the outdoor
advertising sector experienced the most significant growth, with a 125% YoY increase. According to industry forecasts,
Turkiye's media and advertising market is expected to reach 4 bn USD by the end of 2023.
The Turkish outdoor advertising market faces the challenge of unregulated, unreported transactions, which CITIX's blockchain
solution addresses by providing pricing and payment transparency.
We are also actively exploring expansion opportunities in the Middle East and North Africa (MENA) region, having signed
preliminary agreements with partners in Dubai (UAE), and working on operational launch options in Riyadh, Saudi Arabia. By
venturing into these areas with high financial potential and a culture of embracing innovative technologies, CITIX can continue
to grow.
Our goal is to expand into influential countries within their respective regions, including the USA, Germany, Canada, Turkiye,
UAE, Saudi Arabia, and Singapore.
Patents and certificates
The Сompany has received a number of patents and certificates in Kazakhstan:
• December 2017 - patent No. 3238 for “Utility model of an intelligent city information system”;
• March 2, 2018 - patent No. 0599 for the object of copyright of the computer program "EYWA";
• November 6, 2019 - patent #6277 for smartboard design (copyright);
• December 31, 2019 - patent for the computer program "CITIX" (copyright);
• May 2021 - 2 ISO certificates for the environmental management system and the road safety management system were
received by the Company from the EAC.
Currently, the Company is in the process of obtaining a patent and copyright for Jerry walking smartboard and is to obtain ESG
rating.
Awards and recognition
CITIX is the owner of prestigious Kazakhstan and international awards in the field of technology and innovation:
• 2018: “Top 10 best innovative projects in Kazakhstan” in the rating of the National Agency for Technological Development;
• 2019: ISE Amsterdam - Digital Signage Award;
• Winner in Digital Out of Home Advertising nominations;
• High commendation in the Multi Venue Rollout nomination;
• 2020: “Top 3 best IT startups in Kazakhstan” in the Astana Hub ranking;
• 2021: Outdoor & Digital Awards 2021 Moscow;
• Winner in nomination “Best Innovative Project”;
• 2022: Graduate of the Google for Startups Silkway accelerator.
Shown below is the Issuer’s revenue breakdown by product type (all in Kazakhstan):
In KZT 2020
Audited
2021
Audited
2022
Audited
Tom-Tom 835 631 095 1 815 977 270 2 579 617 607
Jumbo 52 605 905 156 425 730 230 302 393
2.2. Risk factors
Our results have been in the past and could continue to be adversely affected by economic uncertainty or deteriorations in
economic conditions.
We generate revenues from the sale of advertising. Spendings by advertisers are cyclical, reflecting economic conditions and
budgeting and buying patterns. During periods of economic slowdown or recessions or times of uncertainties, advertising may
decrease. Any reduction in advertising revenues could have an adverse effect on our revenue, profit margins, cash flow and
liquidity.
The COVID-19 outbreak resulted in a global recession, which negatively affected our revenue, profit margins, cash flow and
liquidity. It is unclear whether the economic recovery experienced in the latter half of 2021 and 2022 will continue or be
sustained, given the unprecedented shutdown of the global economy.
In addition, since our revenue is derived from local advertisers, our ability to generate revenues in markets we have recently
gone to is directly affected by local and regional conditions, and unfavorable regional economic conditions also may adversely
impact our future results. It should be noted that, even in there will be no downturn in economic conditions, an individual
business sector or market may experience a downturn, which may result in a reduction of advertising expenditures, which in
turn also may affect our results.
The Company’s businesses are affected by general business and economic conditions, which could materially and adversely
impact the Company’s business, financial condition and results of operations.
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Demand for the Company’s products and services is affected by a number of general business and economic conditions. A
decline in the Kazakhstani market or general economy could materially and adversely affect the Company’s businesses,
financial position, results of operations or cash flows. The Company’s profit margins, as well as overall demand for its products
and services, could decline as a result of a number of factors beyond the Company’s control, including economic recessions,
changes in customer preferences, investor and consumer confidence, inflation, availability of credit, fluctuation in interest and
currency exchange rates, changes in the fiscal or monetary policies of governments, a widespread pandemic, such as COVID-
19, and political circumstances (including wars and terrorist acts).
The Company cannot predict the duration of current conditions or the timing or strength of any future activities on the
Kazakhstani economy generally. Weakness in the markets in which the Company operates could have a material adverse effect
on the Company’s businesses, financial condition, results of operations or cash flows.
More generally, because the Company’s businesses are correlated with the general economic outlook, a significant
deterioration in that outlook or realization of certain events could have a significant negative impact on the Company’s
businesses and overall results of operations.
Unforeseen or catastrophic events, including the emergence of a pandemic, terrorist attacks, extreme weather events or
other natural disasters could materially negatively impact the Company’s businesses.
The occurrence of unforeseen or catastrophic events, including the emergence of a pandemic, such as COVID-19, or other
widespread health emergency (or concerns over the possibility of such an emergency), terrorist attacks, extreme weather
events or other natural disasters, could create, and in the case of COVID-19 has created, and may continue to create, economic
and financial disruptions, and could lead to, or in the case of COVID-19 has led to, operational difficulties (including quarantine,
“shelter in place” and travel limitations) that could impair, or in the case of COVID-19 have impaired, the Company’s ability to
operate its businesses as they are normally operated.
The Company is exposed to liquidity risk and foreign currency fluctuations that may adversely affect the Company’s financial
performance and its future operations.
Managing liquidity risk is crucial for ensuring the Company's future performance. The Company's liquidity and working capital
needs depend on the demand for products from its subsidiary companies. To address liquidity needs, the Company may use
cash flows from one subsidiary to fund the activities of another that requires liquidity. It may also use available credit facilities
or seek additional sources of capital. Economic or industry downturns may reduce subsidiary sales, but the Company does not
anticipate difficulties in collecting receivables.
However, the Company faces liquidity risks arising from the mismatch between the maturity of its assets and liabilities, which
may prevent it from meeting obligations promptly. A lack of access to short-term and long-term financing in domestic and
international capital markets can adversely affect the Company's financial performance, operating results, prospects, or cash
flows.
The Company mainly operates in national currency, and its assets are primarily in national currency. However, a significant
portion of liabilities, after issuing Bonds, as well as planned capital expenditures (both maintenance and growth capital
expenditures associated with the installation and renewal of smartboards) will be in foreign currency, exposing the Company
to currency exchange rate risk. Fluctuations in exchange rates have impacted on the Company's results of operations and will
continue to do so. There is no assurance that such currency exchange rate fluctuations will not adversely impact the Company's
operating results, cash flows, and financial condition. The Company may use strategies to hedge against currency fluctuations,
but such strategies may result in the loss of potential benefits from favorable exchange rate fluctuations.
The inability to attract sufficient funds for operations may adversely affect the Company’s businesses, financial condition,
results of operations and prospects.
The Company requires capital, and its financial condition is dependent on timely access to, and the cost of, capital. Although
the Company’s cash inflows and capital resources are sufficient to fund its debt service obligations and to satisfy its current
working capital and other liquidity needs for at least the next 12 months, there can be no assurance that this will continue to
be the case over the longer term due to the factors discussed below.
The Company depends on its ability to privately or publicly raise additional capital to manage its liquidity risk, pursue growth
strategy and respond to business opportunities, competitive pressures, challenges or unforeseen circumstances. However,
such financing might not be available when the Company needs it on acceptable terms, or at all.
The ability of the Company to raise capital in the future could be affected by a number of factors, including:
• a deterioration in general economic conditions in Kazakhstan and globally
• a sudden or unexpected shortage of funds in the banking and financial system
• an increase in interest rates
• a deterioration in the results of operations of the Company
• insufficient competition among banks or other potential sources of financing
• the inclusion of restrictive covenants in financing arrangements or the occurrence of events of default or breaches of
these covenants, and (or)
• insufficient demand for securities in the domestic debt capital market.
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Any inability to raise capital, as needed and on acceptable terms, could have a material adverse effect on the Company’s
businesses, financial condition, results of operations and prospects.
Existing and future funding terms may impose financial and operating restrictions on the Company.
The terms of the existing financing agreements of the Company contain different covenants that limit the Company’s ability
to, among other things, incur additional financial indebtedness, grant security or create any security interests over assets,
change business profile, change ownership and pay dividends. As at the date of this Prospectus, the Company was in
compliance with respective obligations under its current debt funding arrangements, and the Company is not aware of any
circumstances which indicate that any of these obligations will be breached for at least the next 12 months. However, there
can be no assurance that the Company will not have instances of breaches in the longer term, nor that, in such circumstances,
the Company would be able to obtain a waiver from the relevant lenders for such a breach, to restructure or amend the terms
of the relevant financing agreements or to obtain alternative financing on acceptable terms or at all. The terms of certain
financing agreements contain cross-default and cross-acceleration provisions. Failure to comply with the relevant obligations
or to meet debt obligations under applicable financing arrangements may therefore result in an acceleration of certain of its
outstanding debt, which could have a material adverse effect on the Company’s businesses, financial condition, results of
operations and prospects.
We face intense competition in the out-of-home advertising business.
The Company operates in a highly competitive industry, and it may not be able to sustain or increase its current level of sales.
We compete for ad sales with not only out-of-home advertising businesses but also with other media, such as mobile, social
media, online, broadcast and cable television, radio, print media and direct mail. Market shares may fluctuate due to several
factors, including consolidation of competitors through processes like mergers and acquisitions, which could lead to a decline
in revenue. Our competitors may introduce technology, services or advertising media that are better than or equal to our
offerings or that gain greater market acceptance and brand recognition than ours. New competitors may also emerge and
quickly gain significant market share. The advertiser/agency ecosystem is diverse and constantly changing, and
advertiser/agency relationships may change, which could have a negative impact on us if an advertiser client shifts its
relationship to an agency with whom we don't have as strong a relationship. An intensified level of competition for advertising
dollars could result in lower advertising rates as we try to retain customers, or we may lose customers to our competitors who
offer lower rates that we are unable or unwilling to match.
The success of our business is also dependent on our ability to obtain and renew contracts with municipalities, transit
authorities and private landlords, which we may not be able to obtain on favorable terms.
Our street Smartboards require us to secure and renew contracts with municipalities and transit authorities, which typically
have various terms. These contracts may have revenue-sharing, capital expenditure requirements and/or fixed payment
components. Bidding processes are costly, time-consuming and may require substantial managerial resources. Our
competitors may provide municipalities with different or superior capabilities, prices, or benefits that we cannot offer,
resulting in lost bids. The success of our business also depends on obtaining and renewing contracts with private landlords.
Our failure to renew existing contracts or win new ones may result in significant expenses from the removal of our
Smartboards. Start-up expenses associated with new contracts may significantly reduce our cash flow and liquidity.
The inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and
delay, and the highly competitive bidding processes for these contracts could impact our ability to offer products to clients at
competitive rates without adversely affecting our financial results.
Our financial performance may be adversely affected by many factors beyond our control.
Several other factors, which can possibly significantly impact our financial performance by, among other things, decreasing
sales, the number of advertising customers, advertising fees or profit margins include but are not limited to:
• If the Company is unable to adopt or is slow in adopting technological changes and innovations that offer better
advertising alternatives, it could result in losing advertising customers or reduced advertising rates, which could have a
material adverse effect on its operating results and financial performance.
• Unfavorable shifts in population and demographics may cause loss of advertising customers as people move to markets
where the Company has a smaller presence. Advertisers may also be willing to pay less in advertising fees if the general
population shifts into a less desirable age or geographical demographic from an advertising perspective.
• Supply chain shortages, including those resulting from the COVID-19 pandemic, may cause the Company to be unable
to secure LED displays, display equipment, physical structures and other materials required to provide its products and
services in a timely manner or at all.
• Heightened levels of economic inflation, including as a result of the COVID-19 pandemic, could result in higher costs for
wages, salaries, and equipment that the Company may not be able or willing to pass through to its customers and could
decrease its margins and earnings.
• Unfavorable fluctuations in operating costs may occur, which the Company may be unwilling or unable to pass through
to its customers.
• Unfavorable changes in labor conditions, including labor shortages such as the ones resulting from the COVID-19
pandemic, may impair the Company's ability to operate or require it to spend more to retain and attract key employees.
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Non-compliance with anti-corruption laws, including bribery laws, can adversely affect the Company’s reputation and
business.
Notwithstanding its obligation to conduct business in accordance with the laws against corruption and bribery, the Company
still risks that any stakeholder - be it a director, employee or business partner - may engage in such activities or establish
relationships that violate such anti-corruption laws or may lead to lawsuits. Corruption is one of the major risks faced by the
Company since start of operations in Kazakhstan. According to the International Monetary Fund, Kazakhstan is an emerging
market and thus more vulnerable to corruption. According to Transparency International 2019 Corruption Perception Index,
which rates corruption worldwide from 1 (the lowest level of corruption) to 180 (the highest level of corruption), Kazakhstan
ranks 112th. For comparison purposes, Mongolia ranks 106th, Armenia – 77th, Belarus – 66th and Georgia 44th. It is difficult
to predict the impact of corruption on the Company’s business operations. In some cases, this may result in regulatory changes
that may adversely affect the Company’s financial position, results of operations, prospects or cash flows.
The Group has procedures under which the Management and Board of Directors are in charge to approve material contracts,
preventing any potential cases of bribery. Also, the Group has the Compliance Department that is responsible for compliance
with anti-corruption laws.
The Company could be adversely affected by contractual claims and complaints.
The Company might be adversely affected by contractual claims, complaints and litigation, resulting from relationships with
counterparties, customers, competitors or regulatory authorities, as well as by any adverse publicity that the Company and ecommerce
industry in general may attract.
Defense in any lawsuit, even if successful, could take substantial time and attention of the Company’s management and could
require the expenditure of significant amounts for legal fees and other related costs. The business is also subject to regulatory
proceedings and could suffer losses from the interpretation of applicable laws, rules and regulations in regulatory proceedings,
including the ones in which they are not a party. Any of these events could have a material adverse effect on businesses,
financial condition, results of operations, prospects or cash flows.
The Company’s operations largely depend on efficient and uninterrupted functioning of information systems.
IT systems are vulnerable to certain problems, including computer viruses, unauthorized access, physical damage to server and
software or hardware malfunctions. Any disruption in, or security breach of IT systems, could have a material adverse effect
on business operations, such as the ability to serve customers in a timely manner, to accurately record financial data and to
protect business and customers from financial fraud or theft. If business operations are compromised, the Company’s
reputation and client confidence may deteriorate, and the Company may suffer significant financial losses, any of which may
have a material adverse effect on businesses, financial condition, results of operations, prospects or cash flows.
In addition, there can be no assurance that the Company will be able keep abreast of modern technological developments due
to financial or technical limitations. Any inability to successfully develop or complete planned upgrades of the Company’s IT
systems and infrastructure or to adapt business operations and software may have a material adverse effect on businesses,
financial condition, results of operations, prospects, or cash flows.
The Company’s businesses will suffer if the Company fails to attract and retain key management, employees, or other
qualified personnel.
The success of the Company’s business model is partly determined by uninterrupted service of its key management and
employees and its ability to attract, retain and motivate qualified personnel. In addition, the Company’s key management and
other personnel have established important working relationships with regulators and have detailed knowledge of the
Company and the markets in which it operates. The Company’s success will depend, in part, upon its ability to retain such
personnel and hire qualified staff as required. There can be no assurance that the Company will be able to attract, recruit and
retain duly qualified personnel. Failure to do so could have a material adverse effect on businesses, financial condition, and
results of operations.
The Company is a holding company with little or no operations of its own other than the funding and management of its
operating subsidiaries; however, its financial statements are presented on a consolidated basis.
The Company runs its operations primarily through its subsidiaries. Thus, its ability to generate cash to fund its operations and
expenditures, to pay dividends or to meet debt service obligations is highly conditional on the earnings and the receipt of funds
from its subsidiaries through dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow
of the Company’s subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the
extent the Company’s subsidiaries are restricted from making such distributions under applicable law or regulation or under
the terms of financing arrangements or are otherwise unable to provide funds to the extent of the Company’s needs, there
could be a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
The Company may be unable to identify, acquire, close or integrate acquisition targets successfully.
Acquisitions are a component of the Company’s growth strategy; however, there can be no assurance that the Company will
be able to continue to grow its business through acquisitions as the Company has done historically or that any businesses
acquired will perform in accordance with expectations or that business judgments concerning the value, strengths and
weaknesses of businesses acquired will prove to be correct. The Company will continue to analyze and evaluate the acquisition
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of strategic businesses or product lines with the potential to strengthen its industry position or enhance its existing service
offerings. The Issuer cannot assure you that it will identify or successfully complete transactions with suitable acquisition
candidates in the future, nor can it assure you that completed acquisitions will be successful. If an acquired business fails to
operate as anticipated or cannot be successfully integrated with its existing businesses, its businesses, financial condition,
results of operations or cash flows could be materially and adversely affected.
In addition, there is substantial cost and time expended to complete post-closing integration of acquisitions, including human
resource training, data and technology systems and operational processes. The Issuer may also incur unanticipated liabilities.
Any such difficulties could disrupt its ongoing business, distract its management and employees, increase its expenses, and
adversely affect its results of operations. Furthermore, the Company cannot provide any assurance that it will realize the
anticipated benefits and (or) synergies of any such acquisition or investment.
2.3. Production and sales trends
The key operating data of the Issuer’s subsidiaries are summarized in the table below.
2020 2021 2022
Sales, in KZT 888 237 000 1 972 403 000 2 809 920 000
Number of clients, in corresponding period 27 35 48
Average number of smartboards, in corresponding period 52 57 80
Average bill per client (annual), in KZT 32 897 667 56 354 371 58 540 000
Average bill per smartboard (annual), in KZT 17 081 481 34 603 561 35 124 000
For more detailed financial information about the Issuer please see Schedule 2 of this Prospectus. Rising number of
smartboards and increasing average bill per client led to revenue growth in 2021-2022.
3. Articles of Association and organizational structure
3.1. Articles of Association
Issuer’s objectives and purpose set forth in the Articles of Association
The Issuer’s objectives and purpose are based on its status as a private company.
According to the Issuer’s Articles of Association approved by Special Resolution of the shareholders of the Issuer the Issuer’s
main business includes computer programming services, computer hardware management activities, other activities in the
field of information technologies and computer systems, and any other lawful activity for which companies may be
incorporated under the AIFC Companies Regulations.
General description of rights, preferences and restrictions attached to each class of the existing shares of the Issuer
The Issuer’s legal form is a private company. The Issuer has two classes of shares: Ordinary Class A and Ordinary Class B. Those
classes of shares, in the aggregate, constitute 100% of the Issuer’s shares. The Ordinary Class A Shares and the Ordinary Class
B Shares shall rank pari passu in all respects but shall constitute separate classes of shares.
Both Ordinary Class A and Ordinary Class B shares confer on their respective holders the rights to receive notice of and to
attend, speak and vote at all General Meetings and to receive and vote on proposed written resolutions of the Company.
In addition, all the shareholders have certain rights under the Issuer’s Constitution Documents, which include:
• The right to call a meeting of the shareholders and propose matters to be considered at the meeting, if the
calling/proposing shareholder(s) has at least 5% shares;
• The right to receive information concerning the Issuer’s Group of Companies, including the accounts, audit and
management letters and auditor’s opinions;
• The right of a shareholder in a Deadlock situation (as provided by the Subscription and shareholders’ Agreement dated 29
December 2021, the “SHA”, as a situation when a party owning not less than 15% of Equity Share cannot appoint its
candidate as a director in two succeeding general meetings and declares an exit due to deadlock) to sell the Shares to
other shareholders or purchase their Shares;
• The right of pre-emption for the new Shares to be issued by the Issuer (subject to certain limitation and exemptions under
the Constitution Documents);
• The right of first refusal for purchasing the Shares transferred by a shareholder, unless the transfer is made to a permitted
transferee (which includes means in relation to an Investor (Class A shareholder) any company which is from time to time
a parent or a subsidiary of that Investor or a subsidiary of any such parent, subject to the approval of a majority of the
Directors.
The Issuer’s Articles of Association provides the Ordinary Class A Shares, as a class, with the right to appoint and dismiss the
Investor Director(s) and with the right at all times as a class to 85% of the voting rights at the General Meeting and 85% of the
dividends and any other distributions.
Similarly, the Issuer’s Articles of Association provides the Ordinary Class B Shares, as a class, with the right to appoint and
dismiss the Director(s) other that the Investors Director(s) (one less than the majority of the Board) and with the right at all
times as a class to 15% of the voting rights at the General Meeting and 15% of the dividends and any other distributions (subject
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to some exemptions as per the Articles).
Until 30 December 2023 Ordinary Class B shareholders also have the rights to approve the issuance of new Class A Shares.
Mrs Yana Shoibekova as a shareholder of the Issuer holding 225 Ordinary Class B Shares of the Issuer has the status of the
Founder under the Issuer’s Constitution Documents.
This status gives Mrs. Shoibekova extensive powers with respect to the Issuer, which include the rights to:
• Give recommendations to other shareholders in terms of their voting for the Initial Period (i.e. until 30 December 2023)
on matters of Issuer’s Business which they agreed to follow;
• Approve the number of the Board members for the Initial Period;
• Be appointed as the Issuer’s Chief Executive Officer (the “CEO”).
The shareholders have obligations to comply with the Constituent Document which also include:
• Withholding from transferring any Shares during the Lock-up Period (which expires on 30 December 2023), except for the
transfer of Shares by the Founder removed from the position of the Issuer’s CEO;
• Voting with their Shares as per the Founder’s recommendations (for the Initial Period);
• Purchase the Departing Party’s Shares in course of a Deadlock or sell their own Shares as the case may be under the
Constitution Documents;
• Comply with their obligations in course of an Exit as per the SHA;
• Be bound with a 75% of the shareholders Majority decision on amending the SHA;
• Signing amendments to the SHA proposed by a Third-Party Investor and approved by the Majority of the shareholders;
• Selling their shares if they refuse to approve the amendments to the SHA demanded by a more than USD 10M Third-Party
Investor;
• Transferring to the designated Group Company any discovery, invention, secret process or improvement in the procedure,
if made or discovered by the Founder or Existing shareholder (which include Ms Aigerim Baitassova and Ms Nazgul
Shakenova) while in the service of any Group Company or while a shareholder in the Company in connection with or in
any way affecting or relating to the Business of the Company or capable of being used or adapted for use in or in
connection with the Business of the Company shall as soon as reasonably practicable.
Change of rights of holders of the Shares
The special rights attached to class of the Shares may only be reduced or abrogated with the consent in writing of the holders
of more than 75% in nominal value of the issued Shares of such class (excluding Treasury Shares). Reduction or abrogation of
the special rights attaching to the Ordinary Class A Shares also requires Investor Majority consent or a resolution at a quorate
General Meeting in which a majority of the Ordinary Class A Shares present approve the related resolution.
General meetings of the Issuer’s shareholders
The Issuer’s Constitution Documents provide for annual and special meetings of the shareholders. The shareholders may
decide on the matters provided by the Constitution Documents which include the following Reserved Matters:
• Pay any dividend or propose or make any other distribution (limited within the Initial Period and having certain restrictions
afterwards);
• Amend the Articles;
• Cause the Company to cease carrying on the Business or to take the decision (other than as required under applicable law)
to wind up or procure solvent liquidation of the Company;
• Approve or ratify transactions which the Board cannot approve due to conflict of interests;
• Other than where expressly contemplated by the SHA, enter into or vary any transaction or arrangement with, or for the
benefit of any of its directors or shareholders or any other person who is a "connected person" with any of its directors or
shareholders. A "connected person" shall mean a person who is a Privileged Relation (of a shareholder) or the equivalent
in respect of any of the directors;
• Approve the bonus for the Board members;
• Electing and dismissing the members of the Board and determining the Board remuneration.
The procedure for holding the meetings of shareholders is regulated by the Constituent Documents of the Issuer and the
current legislation
Except as otherwise provided by the Regulations requiring a higher voting requirement, at all meetings of shareholders the
holders of a simple majority of each of Ordinary Class A Shares and Ordinary Class B Shares (excluding, in each case, Treasury
Shares) entitled to vote, present in person or represented by proxy, will constitute a quorum for the transaction of business.
If a quorum is not present at any meeting, then, provided:
(a) at least fifty percent (50%) of the Ordinary Class B Shares; and
(b) at least thirty percent (30%) of the Ordinary Class A Shares (excluding Treasury Shares),
("Key Votes") a quorum shall be deemed to exist. A decision by the shareholders, including any written resolution agreed by
them, shall be as valid and effective as if it had been passed by a meeting that duly convened and held (including, by circulation)
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if approved by the Key Votes representing no less than a majority of the Shares present or represented at such meeting (or for
circulation, returning their ballot); provided that any decision in respect of a Reserved Matter shall not be deemed adopted
where Majority Investors vote at such meeting to reject the same.
Change of control
The Issuer’s Constituent documents provide for transfer of the Issuer’s Shares during the Lock-up Period. However, during this
period the issuance of new Shares is allowed which is nevertheless subject to the pre-emptive right of the shareholders.
Disclosure requirements on the change in ownership/thresholds
The Issuer’s Constitution Documents do not provide for the obligation to disclose the ultimate owners of the Issuer’s Shares.
However, the Companies Regulation impose an obligation on every Relevant Person to take all times reasonable steps to
obtain, maintain and hold adequate, accurate and current UBO Details in relation to each of its Ultimate Beneficial Owners.
Changes in the capital
The Issuer’s Constituent Documents provide certain restrictions for transfer of the Issuer’s shares during the Lock-up Period
which expires 29 December 2023. The shareholders also have the pre-emptive right for purchasing new Shares of the Issuer.
3.2. Group structure
The Issuer is a holding company, which controls subsidiaries listed in Table B below. Together with such subsidiaries, the
Issuer constitutes CITIX Group (the “Group”). In its turn, the Issuer’s shareholders are listed in Table A. Table C indicates
companies that are controlled by the Issuers’ subsidiaries (the Issuer’s second-tier subsidiaries).
Table A: Shareholders of the Issuer (Private Company CITIX Ltd)
Name Country of Citizenship Interest (As at March 1, 2023)
Mr. Timur Turlov Kazakhstan 30%
Ms. Nazgul Shakenova Kazakhstan 30%
Ms. Shoibekova Yana* Kazakhstan 25%
Ms. Baytassova Aigerim Kazakhstan 15%
*-Ms.Yana Shoibekova owns 150 ordinary Class A shares and 225 ordinary class B shares.
Table B: Subsidiary Companies of the Issuer
Ownership interest (%)
Company Country of incorporation Interest (As at March 1, 2023)
TD Monkey`s House LLP Kazakhstan 100%
BBV LLP Kazakhstan 100%
BBV ASTANA LLP Kazakhstan 100%
Citix Bilisim Reklamcik Sanayi Ticaret Limited Sirket Turkiye 100%
BillboardVideo LLP Kazakhstan 100%
Table C: Second-tier subsidiaries
Ownership interest (%)
Company Owned by Country of
incorporation
Interest (As at March 1, 2023)
BillboardVideo Ambient Media
LLP
BBV LLP Kazakhstan 75%
CİTİX İST. BİLİŞİM REKLAMCILIK
TİCARET A.Ş
Citix Bilisim Reklamcik Sanayi
Ticaret Limited Sirket
Turkiye 75%
4. Assets
4.1. Material contracts
In April 2021, Bereke Bank JSC issued KZT 2,197.4 mln loan to TD Monkey’s House LLP at 14% interest rate maturing in April
2026. The loan is eligible for the Government subsidy program Damu, thus the annual interest rate on the loan is 6%, while
the remaining part is subsidized by the program. Also, in April 2021, Bereke Bank JSC issued 323 mln loan to TD Monkey’s
House LLP at a 14.75% interest rate (not eligible for the subsidy program), maturing in December 2025. In December 2021,
Bereke Bank JSC issued KZT 929.5 mln loan at 14.75% interest to TD Monkey’s House LLP, maturing in December 2025. The
loan is subsidized by the Damu program, thus the annual interest rate on the loan is 6%.
All the loans issued by Bereke Bank were obtained to purchase 80 new smartboards and to purchase necessary spare parts for
existing smartboards.
Loans from Bereke Bank JSC have been secured by 128 smartboards, including functioning boards as well as those in the
installation process and spare parts. The pledged assets under the loan agreements with Bereke Bank JSC cannot be sold or
used as collateral under other loan agreements.
In August 2022, Mr. Timur Turlov, a shareholder and a member of the Board of Directors of the Issuer, provided the Issuer a
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loan with maturity in July 2023 for the total amount of KZT 1,263 mln at zero interest rate. The purpose of the loan is to finance
research and development activities of CITIX.
In 2022, the Issuer provided temporary financial aid to its subsidiary in Turkiye - Citix Bilisim Reklamcik Sanayi Ticaret Limited
Sirket for the total amount of USD 584 thousands. The amount was utilized to cover operational expenditures of Citix Bilisim
Reklamcik Sanayi Ticaret Limited Sirket. As at December 31, 2022, the provided amount was not repaid to the Issuer.
5. Capital
5.1. Share capital
As at 31 December 2022, the authorized issued capital of the Company amounted to KZT 1,657.5 mln, including the authorized
paid capital in the amount of KZT 217.5 mln and paid share premium in the amount of KZT 1,432.5 mln. The Company’s
authorized and issued capital is represented by 1,500 shares, including 1,275 Class A and 225 Class B Shares.
The Company’s shares are fully paid, except for 50 Class A Shares which constitute KZT 7.5 mln unpaid share capital. The
nominal value per the Company’s Class A and Class B share equals to KZT 150,000.
6. Management of the Issuer
6.1. Details relating to the Board of Directors and senior managers (“Key Persons”)
Name, position and business address Functions and principal activities
Yana Shoibekova (Member of the Board of Directors and Founding Member,
shareholder of the Issuer, Director of CITIX Ltd Private Company and BBV LLP)
3 Zharkentskaya str., Floor 2, Office 1, Almaty, Kazakhstan
Company management, member of
the board of directors
Timur Turlov (Member of the Board of Directors and shareholder of the Issuer)
Nazarbayev ave., house 301, flat 120, Almaty, Kazakhstan
Company management, member of
the board of directors
Armanzhan Baitassov (Member of the Board of Directors and shareholder of the Issuer)
Miras micro-distr., house 144, Almaty, Kazakhstan
Company management, member of
the board of directors
Olzhas Tokhtarov (Member of the Board of Directors and shareholder of the Issuer)
Bogenbai batyr str., house 126, Semei, Abay oblast, Kazakhstan
Company management, member of
the board of directors
Yevgeniy Tyan (Member of the Board of Directors, Director of TD Monkey’s house LLP)
3 Zharkentskaya str., Floor 2, Office 2, Almaty, Kazakhstan
Company management
Baikenov Daniyar (Director of BillboardVideo LLP)
3 Zharkentskaya str., Floor 2, Office 5, Almaty, Kazakhstan
Project management functions
Ligay Vladimir (Director of BillboardVideo Ambient Media LLP)
55/22 Mangilik el ave., Office 140, Esil district, Astana, Kazakhstan
Project management functions
Uskembayev Murat (Director of BBV Astana LLP)
55/22 Mangilik el ave., Office 140, Esil district, Astana, Kazakhstan
Project management functions
Yana Shoibekova, who was born on June 27, 1988 in Almaty, is the founder of CITIX. She earned a bachelor's degree in
Economics and Business from Al-Farabi Kazakh National University in 2008 and started working while still a student. Yana's
first job was at Caspian Holding, where she held various positions such as office manager, HR manager, and personal assistant.
Between 2007 and 2012, she worked at the advertising agency "Respect," where she has been promoted to the position of
Head of the Creative Department. From 2012 to 2016, Yana worked as the CEO at Event Concierge Service Group, an event
agency. Afterward, she was asked to lead the crisis management department at Rosa JSC, a beverage producer. Yana is
currently a co-owner and founder of APPM development construction company and CITIX since 2019. Additionally, she serves
as an advisor to the management board of Tayyab, an Islamic fintech company operating in Kazakhstan, and is an ambassador
of Small and Medium businesses in the country. Yana has played a significant role in establishing communication between the
Government and SMEs, and during the initial phases of the COVID-19 outbreak, she worked with the Government to provide
support to SME owners. She also initiated changes to the state subsidy program DAMU, resulting in acceptable rates and terms
for SMEs.
Timur Turlov is a Chief Executive Officer and Chairman of the Board of Director of Freedom Holding Corp and a shareholder of
CITIX Ltd. Timur Turlov graduated from Russia State Technic University (named after Tsialkovskiy) in 2009 with a Bachelor of
Science degree in economics and management. Mr. Turlov has more than 10 years of experience in various areas in the
international securities industry. From July 2013 to July 2017, Mr. Turlov served as the Advisor to the Chairman of the Board
of Freedom Finance JSC. In that capacity, Mr. Turlov was primarily responsible for strategic management, public and investor
relations, investment and sales strategy as well as government relations. In July 2017, Mr. Turlov became the Chairman of the
Board of Directors of Freedom Finance JSC. He has also served as the General Director of IC Freedom Finance LLC since August
2011. From May 2012 to January 2013, Mr. Turlov served as the Chairman of the Board of Directors of JSC Nomad Finance
where he oversaw business set up and acquisition of large clients. From July 2010 to August 2011, Mr. Turlov was Vice Director
of the International Sales Department of Nettrade LLC. In this capacity, his major responsibilities included consulting to set up
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access to foreign markets, trading, back office, and internal accounting functions. Mr. Turlov also owns interests in many other
businesses, including securities brokerage firms.
Armanzhan Baitassov was born on 10 January 1970 in Almaty. Armanzhan is a member of the board of directors. He graduated
from Al-Farabi Kazakh National University in 1992 with a bachelor’s degree in journalism. In 1998, Armanzhan successfully
defends his candidate of science thesis o the topic “Imagination as a factor of cultural genesis”. In 2001, he became an
Academician of the State Academy of Journalism.
Armanzhan Baitassov has had an extensive career in the media industry. He started as the Editor at "Aziya Dausy" KazTV from
1990 to 1991, and then served as the Deputy Chief Editor at Murager LLC KazTV from 1991 to 1992.In 1992, Baitassov became
the President of tele-radio company - 31st Channel, a position he held until 2000. He continued his leadership role as the
President of the media holding company 31st Channel from 2000 to 2008. In December 2008, he took on the role of General
Director at the media holding company "NUR-Media" until December 2009.Baitassov's career further evolved when he became
the President of TOO "Icon" in 2010. He also served as the Chairman of the Board of Directors at TAN Media from 2007 to
2008, and later as the President of the media holding company TAN in 2010. In 2011, he became the Head of the company
"United Media Group" and publisher of Forbes Kazakhstan and Forbes Georgia.
Armanzhan Baitassov's work extends beyond his roles in media organizations. He has been involved in various other initiatives
and leadership positions in Kazakhstan.In 1995, Baitassov organized the television and radio program competition "Altyn
Zhuldyz." He served as the President of the National Association of Broadcasters of the Republic of Kazakhstan from December
2000 to February 2003 and again from 2006 to 2009.From 2003 to 2008, Baitassov was the Chairman of the Board of Directors
at Alash-Media. In March 2009, he assumed the position of Chairman of the Board of Directors at Rauan Media Group.Since
2012, Baitassov has been the Chairman of the Board of Trustees at the International Business Academy. He is also the Chairman
of the Board of Trustees of the Charitable Foundation for the Support and Development of Media in Kazakhstan.
Additionally, Baitassov is a member of the National Council of Public Trust under the President of the Republic of Kazakhstan
since July 17, 2019.
Furthermore, Baitassov is a Deputy of the Maslikhat (City Council) of Almaty. He holds the position of Chairman of the
Commission for the Development of Entrepreneurship, Innovation, Information Technologies, and the Creative Industry.
Armanzhan Baitassov's involvement in these various roles and positions showcases his broad range of expertise and his
commitment to the development of media, entrepreneurship, and innovation in Kazakhstan. Notably, Baitassov assumed the
position of Chairman of the Board of Directors at Forbes Media LLC and publisher of Forbes Russia from 2018 to 2019 was born
on 15 July 2001.
Olzhas Tokhtarov, born on July 25th, 1980, in Almaty, is a member of the Board of Directors at CITIX with an impressive track
record in the financial sector. Graduating from Kazakh State Law Academy with a Bachelor of Laws degree in 2001, he started
his career as a lawyer at the Investment Bank of Kazakhstan before growing to the position of project partner at SAT & Company
(2007-2013) and Shalkiya Zink (previously listed on the LSE) between 2010-2013. Between 2013 and 2018, with extensive
experience in the financial sector, Olzhas has also served as a board member and shareholder at several pension funds in
Kazakhstan (Oran, Kunayev, Respublika, Korgau), managed an insurance company (Standard Insurance, Standard Life), and
held a project partner role at BTA Bank and Bank Astana (shareholder). Today, in addition to his duties as a Member of the
Board of Directors of CITIX, Olzhas co-founded Tayyab Technologies, an innovative Islamic fin-tech enterprise, and Al-Saqr
Finance, an Islamic banking institution. He is also a founder of Business FM - a private radio station.
Yevgeniy Tyan was born on March 5, 1991 in Almaty, Kazakhstan. He is a Member of the Board of Directors of CITIX Group and
serves as the director of TD Monkey's House LLP. He graduated from Satpayev National Technical University with a bachelor's
degree in finance. After graduation, he worked as a CFO at Mimoriki LLP and Texti Market LLP. Later, in 2019, he joined CITIX
Group as the Chief Commercial Officer. Yevgeniy is also responsible for managing relations of CITIX Group with Free Economic
Zones and the Government.
Bakhtiyar Kubessov was born on July 10, 1986 in Almaty, Kazakhstan. He is a member of the leadership team at CITIX and
holds the position of Chief Business Development Officer for the group. Bakhtiyar earned his bachelor's and master’s degree
in applied mathematics from Lomonosov Moscow State University. In 2009, he started his career as a risk manager at the
largest Kazakhstani bank, with assets totaling USD 18 bn. Between 2011 and 2018, he managed a portfolio of assets valued at
more than USD 500 mln at Eurasian Development Bank. From 2018 to 2021, he served as the CFO and CEO of Instashop LLP,
an online food delivery company. In 2021, he joined CITIX as the CBDO. Bakhtiyar helped to raise series A funds for CITIX.
Bakhtiyar has passed the level 1 exam of the CFA program.
David Tuganov was born on November 20, 1984, in Akmola Oblast. He is the Chief Transformation Officer at CITIX, responsible
for change management and organizational management. He graduated from Baitursynov Kostanay State University with a
bachelor’s degree in information systems and holds a master's degree in networking, security, and system administration from
Rochester Institute of Technology. David has more than 8 years of experience at the Sovereign Wealth Fund Samruk-Kazyna,
where he served on various positions such as Senior IT Manager, IT Director, and the Fund’s Deputy CIO. He also led a
Transformation Team at Samruk-Kazyna and has experience in the telecom industry, having worked as a Senior IT Engineer at
Kazakhtelecom and as Chief Transformation Officer at Korkem Telecom. In 2019, David founded an IT consulting company that
focuses on design thinking and helps clients with IT transformation. From 2022, David works as the Chief Transformation
Officer at CITIX. He holds various professional certifications, including the ADKAR change management certification,
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Certification in the Governance of Enterprise IT, and a certification as a Coach in Design Thinking.
Yeldos Sutzhanov was born on 22 March 1985 in Almaty, Kazakhstan. He is the Group’s CFO. He graduated from Narxoz
University in 2006 with a degree in accounting and audit. Before joining CITIX in 2021, he served on various positions from
senior specialist to chief accountant at BDO, Eurasian Bank and other companies. He was a partner at PKF Kazakhstan audit
company. Yeldos is a holder of a Diploma in International Financial Reporting Standards by the Association of Chartered
Certified Accountants, and he also holds a state auditor's license.
Yuriy Shipovalov was born on January 4th, 1995. He is the Chief Technical Officer. He graduated from the Almaty Power
Engineering Institute with a degree in IT and the Moscow Power Engineering Institute with a degree in Economics. Yuriy has
over 10 years of experience in IT design and development, including work on large-scale and high-load enterprise systems. He
went from being a developer to a solution architect in several large Kazakhstani banks (Kazkom, Halyk, Sber). He also held
positions of a senior project manager and a senior product manager in one of the large Kazakhstani developer/integrator
companies (Prime Source). He has experience in in R&D of products for automating HR departments, contact centers, task and
resource tracking systems, and maintaining pre-sale activities. Yuriy has also managed B2B contact center products: the Omnichannel
chat platform and SIP/WebRTC caller, which have already been implemented in several large banks and retailers. From
2023, Yuriy works as the Chief Technology Officer at CITIX. Yuriy holds various professional certifications in IT, project and
product management, including a PMA (C level) certification.
Aziz Aznabakiyev was born on December 25, 1997, and holds the position of Senior Manager for Investor Relations and Value
Management at CITIX. He graduated with distinction from Kazakh-British Technical University, where he obtained a bachelor’s
degree in finance and mathematics. Prior to joining CITIX, Aziz worked as a Senior Consultant at PwC, a global network of firms
providing professional services in the areas of audit, tax, and consulting, where he was part of the Deals department. Aziz's
professional experience includes working on transactions in the banking, mining, and leisure industries. He led and participated
in transaction services, such as due diligence and valuation, with the deals he worked on exceeding USD 5 bn in value. He led
four large financial due diligence transactions in the banking industry of Kazakhstan and Azerbaijan. Aziz also participated in
developing the growth strategy of Kazakhstan's largest bank, where he provided consulting services on direction and initiatives
for market capitalization growth of up to 3x. His projects covered Central Asia, Central and Eastern Europe. Aziz is a Chartered
Financial Analyst (CFA).
Conflict of interest
There is no conflict of interest between the personal interests of any Key Person mentioned above and that of the duties of
such persons owed to the Issuer or the interests of the Issuer. The Issuer has a policy on the conflict of interest in place which
is applicable to all of the companies within the Group.
6.2. Other information relating to Key Persons
The Issuer does not have an audit committee, nomination committee and remuneration committee, as the Issuer is not
required to form committees in accordance with the AIFC Law.
7. Financial information about the Issuer
7.1. Historical financial information about the Issuer
Consolidated Statement of Financial Position 31-Dec-2020 31-Dec-2021 31-Dec-2022
(in KZT thousands) Audited Audited Audited
Consolidated Statement of Financial Position
ASSETS
Non-current assets
Intangible assets 115,215 232,175 1,026,640
Goodwill – 1,705 158,131
Property, plant and equipment 342,721 2,766,222 3,993,912
Deferred tax asset 2,470 – 15,743
Other non-current assets 28,483 1,772,964 79,371
Loans issued 25,000 39,927
513,889 4,812,993 5,273,797
Current assets
Advances issued and other current assets 254,444 644,679 840,110
Inventory 5,746 5,285 12,132
Loans issued – 44,520 195,179
Trade and other receivables 199,476 223,874 463,453
Cash and cash equivalents 83,735 170,227 355,254
543,401 1,088,585 1,866,128
Total Assets 1,057,290 5,901,578 7,139,925
EQUITY AND LIABILITIES – –
EQUITY – –
Share capital 1,150,000 1,650,000
Currency translation reserve 579 3,660
Retained earnings (loss) (127,365) 449,822 1,084,595
Attributable to equity holders of the Company (127,365) 1,600,401 2,738,255
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Non-controlling interest (2,430) (2,312) (11,687)
Total Equity (129,795) 1,598,089 2,726,568
Non-current liabilities
Borrowings 100,333 2,829,585 1,739,666
Finance lease 199,761
Deferred tax liability 20,516
300,094 2,850,101 1,739,666
Current liabilities
Borrowings 22,250 800,838 2,147,443
Finance lease 161,978 –
Advances received 68,629 16,008 18,142
Trade and other payables 568,514 617,255 505,754
Income tax payable 65,620 19,287 2,352
886,991 1,453,388 2,673,691
Total Liabilities 1,187,085 4,303,489 4,413,357
Total Liabilities and Equity 1,057,290 5,901,578 7,139,925
Consolidated Statement of Profit or Loss 2020 2021 2022
(in KZT thousands) Audited Audited Audited
Sales 888,237 1,972,403 2,809,920
Cost of Sales (904,975) (356,818) (938,812)
Gross profit (16,738) 1,615,585 1,871,108
Selling expenses (372,307) (443,668)
General and administrative expenses (176,556) (315,875) (542,293)
Other income, net 341,413 (95,797) (33,016)
Impairment losses (18,808) 12,623 (6,626)
Operating profit 129,311 844,229 845,505
Finance cost, net (10,543) (226,415) (246,193)
Foreign exchange loss, net (3,453) 292 (10,677)
Profit before income tax 115,315 618,106 588,635
Income tax expense (12,560) (42,506) 35,368
Profit (loss) for the year 102,755 575,600 624,003
Other comprehensive income:
Exchange differences arising from translation into presentation
currency
579 3,081
Other comprehensive income (loss) for the year - 579 3,081
Total comprehensive income (loss) for the year 102,755 576,179 627,084
Net income attributable to:
Parent company 103,770 575,482 633,378
Non-controlling interest (1,015) 118 (9,375)
102,755 575,600 624,003
Total comprehensive income (loss) for the year attributable to:
Parent company 103,770 576,061 636,459
Non-controlling interest (1,015) 118 (9,375)
102,755 576,179 627,084
Consolidated Cash Flow Statement 31-Dec-2020 31-Dec-2021 31-Dec-2022
(in KZT thousands) Audited Audited Audited
Income before taxes 115,315 618,106 588,636
Adjustments:
Finance expense, net 10,543 322,406 197,585
Depreciation and amortization 9,577 99,504 584,144
(Reversal of)/impairment losses 18,808 (10,920) 4,617
Gain on disposal of property, plant and equipment (214,286)
Unrealized gains from foreign exchange 60,048 579 2,593
Operating profit before working capital changes 5 1,029,675 1,377,575
Change in inventory 18,732 (1,219) (6,847)
Change in advances issued and other assets 377,694 (390,235) (196,205)
Change in trade and other receivables 276,726 (11,798) (187,983)
Change in advances received 68,629 (52,621) 2,134
Change in trade and other payables (381,648) (466,805) (160,021)
Operating profit before payment of interest and taxes 360,138 106,997 828,653
Interest paid (44,714) (226,066) (224,239)
Income tax paid (4,033) (65,853) (17,827)
Net cash flow from operating activities 311,391 (184,922) 586,587
Purchase of property, plant and equipment (28,707) (4,273,861) (134,816)
Purchase of intangible assets (113,229) (118,382) (796,646)
Proceeds from disposal of property, plant and equipment 275,982 4,294
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Acquisition of subsidiary (134,310)
Loans issued (101,130) (75,508) (93,407)
Proceeds from repayment of loans issued 40,078 11,700 52,720
Net cash flow from investing activities 72,994 (4,456,051) (1,102,165)
Contributions to share capital 1,150,000 500,000
Proceeds from borrowings 109,000 3,909,418 1,351,477
Repayment of borrowings (352,232) (339,750) (1,153,953)
Net cash flow from financing activities (243,232) 4,719,668 697,524
Net change in cash and cash equivalents 141,153 78,695 181,946
Effect of exchange rate on cash and cash equivalents (57,418) 7,797 3,081
Cash and cash equivalents, at the beginning of the year 83,735 170,227
Cash and cash equivalents, at the end of the year 83,735 170,227 355,254
Consolidated Statement of Changes in Equity
(in KZT thousands)
Share capital
Currency
translation
reserve
Retained
earnings (loss)
Non-controlling
interest
Total
As of 1 January 2020
Business combination (231,135) (1,414) (232,549)
Total comprehensive
income for the year
103,770 (1,016) 102,754
As of 31 December 2020 - - (127,365) (2,430) (129,795)
Contribution to share
capital
1,150,000 1,150,000
Business combination 1,705 1,705
Exchange difference
from currency
translation
579 579
Total comprehensive
income for the year
575,482 118 575,600
As of 31 December 2021 1,150,000 579 449,822 (2,312) 1,598,089
Contribution to share
capital
500,000 500,000
Business combination 1,395 1,395
Exchange difference
from currency
translation
3,081 3,081
Total comprehensive
income for the year
633,378 (9,375) 624,003
As of 31 December 2022 1,650,000 3,660 1,084,595 (11,687) 2,726,568
The following significant events occurred during the period from 1 January 2023 to 31 March 2023:
• The Issuer provided temporary financial aid to its subsidiary in Turkiye - Citix Bilisim Reklamcik Sanayi Ticaret Limited
Sirket for the total amount of USD 171 thousands. The amount was utilized to cover operational expenditures of Citix
Bilisim Reklamcik Sanayi Ticaret Limited Sirket.
• The EBITDA margin reported for 2020, 2021 and 2022 accounted for 15%, 48%, and 50%, respectively. A significant
rise in EBITDA margin in 2021 was due to the removal of government-imposed measures against COVID-19, resulting
in increased activity in the advertising market and a surge in ad sales. Despite the public unrest in Almaty that took
place in January (that affected sales and orders in January and February), company was able to increase its sales as
opposed to 2021, manage costs, and as a result improve EBITDA margin by 2%.
The financial statements prepared in accordance with IFRS for the years ended on 31 December 2020, 31 December 2021 and
31 December 2022, including in each case the auditor’s report conducted in accordance with International Standards on
Auditing relating to such financial statements are attached in Schedule 2 of this Prospectus.
8. Other information relating to the Issuer
8.1. Information about auditors
The independent auditor of the Company’s financials for 2020, 2021 and 2022 is International Audit Company Russel Bedford
BC Partners LLP (202 Al-Farabi ave., Almaty, Kazakhstan, 050060).
International Audit Company Russel Bedford BC Partners LLP is authorized and regulated by the Ministry of Finance of
Kazakhstan under the state license No. 0000097 dated 11.03.2013.
8.2. Connected Persons
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Timur Turlov (the controller) and Nazgul Shakenova (the controller) are the major direct shareholders of the Issuer, holding
together 60% (each owns 30%) of the charter capital of the Issuer, while remaining shares in the Issuer are owned by Yana
Shoibekova (25%) (the controller) and Aigerim Baitassova (15%) (the controller).
Сontact details are:
Address: 3 Zharkentskaya str., Floor 2, Medeu district, Almaty, Kazakhstan
Telephone: +7 (747) 520 87 48
E-mail: a.aznabakiyev@citix.me
There are currently measures in place to ensure that control over the Issuer is not abused as provided for by Kazakhstan law
and the Articles of Association of the Issuer. Such measures include, among others, formation of the Board of Directors,
increased thresholds for quorum of and making decisions by the General Meeting of shareholders of the Issuer, etc.
There are no arrangements known to the Issuer, the operation of which may at a subsequent date result in a change in control
of the Issuer.
8.3. Legal and other proceedings against the Issuer
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or
threatened and which the Company is aware of) which may have or have had a significant effect on the Company's financial
position and profitability during the last 12 months prior to the date of this Prospectus.
9. Responsibility for the Content of the Prospectus
9.1. Responsibility Statement
The Responsibility Statement is included in Schedule 1 of this Prospectus.
9.2. Expert opinions included in the Prospectus
There are no expert opinions included in this Prospectus.
10. Documents on display
Copies of the following documents may be inspected at, and are available from, the office of the Issuer at 3 Zharkentskaya str.,
Floor 2, Almaty, Kazakhstan during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted),
so long as the Bonds are listed on the AIX:
• this Prospectus
• the Articles of Association of the Issuer
• Conflict of Interest Policy
• the audited Financial Statements for the years ended 31 December 2020, 31 December 2021 and 31 December 2022
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SECURITIES NOTES
1. Key information
1.1. Risk factors material to the Securities
The Bonds are subject to modification, waivers and substitution.
The terms and conditions of the Offer set out in Condition 3 (“Terms and conditions of the Offer”) of this Securities Notes
contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions
permit defined majorities to bind all Bondholders.
Delisting of the Bonds from the Official List of the AIX may subject gains and Coupon Payments on the Bonds to tax in the
Republic of Kazakhstan.
In order for Coupon Payments due on the Bonds and gains realized by the Bondholders in relation to disposal, sale, exchange
or transfer of the Bonds to be exempt from Kazakhstan withholding tax, it will be necessary for the Bonds to be admitted to
the Official List of the AIX as at the Coupon Payment Date or the date of such disposal, sale, exchange or transfer of the Bonds.
No assurance can be given that the Bonds will remain admitted to the Official List of the AIX as at each Coupon Payment Date
or during the term of the Bonds, or that there will be no material change in tax and securities laws in Kazakhstan.
The Bondholders may be subject to exchange rate risks and currency controls.
The Issuer will pay principal and interest on Bonds in U.S. Dollars. This presents certain risks relating to currency conversions
if an investor’s financial activities are denominated principally in a currency or currency unit other than U.S. Dollars. These
include the risk that exchange rates may significantly change (including changes due to devaluation of the U.S. Dollar or
revaluation of the investor’s currency) and the risk that authorities with jurisdiction over the investor’s currency may impose
or modify exchange controls. As a result, investors may receive less interest or principal than expected, or no interest or
principal.
The market price of the Bonds may be volatile.
The market price of the Bonds could be subject to significant fluctuations in response to actual or anticipated variations in the
Issuer’s operating results and those of its competitors, adverse business developments, changes to the regulatory environment
in which the Issuer operates, changes in financial estimates by analysts and the actual or expected sale of a large number of
Bonds.
1.2. Reasons for the offer
Estimated net amount of
proceedings
The net proceeds from the issuance are expected to amount to U.S.$9,970,000 after
deduction of fees and expenses related to the issue.
Use of proceeds The issuance is being made, and the net proceeds of the issue of the Bonds will be used by
the Issuer for general corporate purposes and the refinancing of existing indebtedness.
1.3. Creditworthiness of the Issuer
Earnings coverage ratio
According to the Issuer’s audited financial statements, the earnings coverage ratio for 2022 is 3.46.
Relevant credit ratings
The Issuer and the Bonds do not have any credit ratings.
Risk factors that may affect the Issuer's ability to fulfil its obligations under the Securities to investors
All relevant risk factors are described in Condition “Risk factors” of the Registration Document and Condition 1.1 of this
Securities Notes.
Guarantees
There are no guarantees attaching to the Securities.
2. Information relating to the Securities offered/admitted to trading
2.1. General information relating to the Securities
Form of the Bonds The Bonds will be issued in fully registered and dematerialised form under the Acting law of
AIFC, including AIFC Markets Rules and AIX Markets Business Rules.
Aggregate Principal Amount U.S.$10,000,000.
Nominal Value U.S.$100 per Bond.
Type of Securities Unsecured Coupon Bonds.
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ISIN KZX000001375.
Admission to Listing and
Trading
Application has been made for the Bonds to be admitted to the Official List of the AIX on 6 May
2023 and to be admitted to trading on the AIX on 7 May 2023.
Registrar AIX Registrar, a company incorporated in AIFC under company identification number
180840900010 with its registered office at 55/19, Mangilik El Avenue, Astana, Kazakhstan.
Depository AIX CSD is a private company incorporated under the Acting law of the AIFC responsible for
daily cash and securities settlement and depositary activities.
Legislation The Bonds and any non-contractual obligations arising out of, or in connection with, the Bonds
shall be governed by, and construed in accordance with, the laws of the AIFC. The Issuer has
agreed herein the conditions in favor of the Bondholders that any claim, dispute or discrepancy
of any nature arising out of, or in connection with, the Bonds (including claims, disputes or
discrepancies regarding the existence, termination thereof, or any non-contractual obligations
arising out of, or in connection with, the Bonds) shall be brought to, and finally resolved by, the
Court of the AIFC in accordance with the rules thereof, currently in effect, such rules shall be
deemed incorporated herein.
Currency U.S. Dollar.
Ranking The Bonds shall constitute direct, general and unconditional obligations of the Issuer which will
rank pari passu among themselves and rank pari passu, in terms of payment rights, with all
other current or future unsubordinated obligations of the Issuer, except for liabilities
mandatorily preferred by law.
Issue Date 6 June 2023.
Maturity Date 6 June 2025.
Redemption and Purchase Unless previously purchased and cancelled, the Issuer hereby irrevocably covenants in favor of
each Bondholder that the Bonds will be redeemed at their Nominal Value concurrently with
the final Coupon Payment on the relevant Maturity Date. In such a case the Issuer shall be
discharged of any and all payment obligations under the Bonds upon payment made net of any
withholding or other taxes due or which may be due under the law of the Republic of
Kazakhstan, and which are payable by the Bondholders.
The Issuer may at any time purchase the Bonds in the open market or otherwise at any price.
Any purchase by tender shall be made available to all Bondholders. All Bonds so redeemed or
purchased will be cancelled forthwith and may not be re-issued or re-sold.
Coupon Interest The Bonds bear Coupon Interest on its outstanding principal amount from (and including) the
relevant Issue Date to (but excluding) the Maturity Date at the fixed coupon rate of 10.5% per
annum (the “Coupon Interest Rate”), payable quarterly in arrear within 3 (three) business days
after (and including) each Coupon Payment Date. Coupon Interest amount per one Bond shall
be calculated using the following formula:
Nominal Value × Coupon Interest Rate× Day Count Fraction for the relevant Coupon Period.
Coupon Payment Dates 6 June, 6 September, 6 December, 6 March in each year, commencing 6 September 2023.
Coupon Period Each period beginning on (and including) the Issue Date or any Coupon Payment Date and
ending on (but excluding) the next Coupon Payment Date.
Day Count Fraction 30/360; Coupon Payments on the Bonds shall be calculated on the basis of a year of 360 (three
hundred and sixty) days consisting of 12 (twelve) months of 30 (thirty) days each.
Rights Attached to the Bonds Bondholders have the right to:
• receive Coupon Payments in the time and amount stipulated by Prospectus.
• receive Nominal Value upon redemption and at Maturity Date in the time and amount
stipulated by Prospectus.
• freely transfer the Bonds.
• receive information concerning the Issuer’s operations via sending notices to the Issuer.
• attend, participate in and vote at meetings of Bondholders in accordance with the terms and
conditions of the Bonds.
• If any of the events mentioned in Condition 3.3 of Securities Notes occurs and continues for
more than 30 (thirty) calendar days, require that the Bonds shall immediately become due
and repayable at their par value together with accrued coupon interest.
Issue Restrictions No amendment shall be made by the Issuer to the Prospectus unless the Issuer has secured
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prior written consent(s) of the Bondholders of at least three-fourth in principal amount of the
Bonds then outstanding.
Selling Restrictions The offering and sale of the Bonds is subject to applicable laws and regulations and the Bonds
may not be sold in other jurisdictions outside the AIFC, including without limitation the United
Kingdom, the European Economic Area, other than in compliance with applicable laws and
regulations. The Bonds have not and will not be registered under the U.S. Securities Act of 1933
or the securities laws of any state of the United States and may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons.
Restrictions on the Free
Transferability
The Bonds are freely transferable and, once admitted to the Official List of the AIX, shall be
transferable only in whole in accordance with the rules and regulations of the AIX amended
from time to time.
Time Limit for Claims Any claim against the Issuer in respect of the Bonds shall become invalid, unless it is filed within
3 (three) years (in the case of Principal and Coupon Payments), from the date of the relevant
payment in respect of the Bonds.
Miscellaneous For purposes of any calculation specified herein, a value shall be accurate to two decimal
places.
3. Terms and conditions of the Offer
Number of Bonds offered 100,000 Bonds.
Categories of Potential
Investors
The Bonds will be publicly offered in Kazakhstan to a wide range of investors (subject to
applicable laws and regulations).
Conflict of Interest No person involved in the offering of the Bonds has any interest in the offering, which is
material to the offering.
Offering Method Offering of the Bonds will be made through trading system of AIX in accordance with the AIFC
Market Rules, and AIX Market Listing Rules. No book-building will take place.
Offer period opening and
closing date
During the entire circulation period starting from the Issue Date until the Maturity Date.
Allotment of the Bonds There is no book-building. The settlement of the bond’s transactions executed on AIX within
the whole circulation period is T+2 in accordance with AIX CSD Rules.
Lead Manager The Lead Manager, Freedom Finance Global PLC, has, pursuant to the Underwriting
Agreement dated 14 April 2023, agreed with the Issuer to place the Bonds on a “best efforts”
basis. The Issuer has agreed to pay the Lead Manager an underwriting fee.
Authorizations The issue of the Bonds was approved by the resolution of the shareholders of the Issuer
dated 5 April 2023.
Clearing and Settlement The payment and settlement will be made through the settlement system of the AIX CSD in
accordance with the rules and regulations of the AIX CSD (the “AIX CSD Rules”), in particular
delivery of the Bonds through the system of the AIX CSD.
In order to participate in the offering of the Bonds, take delivery of the Bonds and trade the
Bonds on the AIX, investors are required to have an account opened with a brokerage
company admitted as an AIX Trading Member and an AIX CSD Participant. The Bonds will be
held on behalf of investors in the relevant AIX Trading Member’s custodial account at the AIX
CSD.
Notification Process for
Investors
Prior to the start of the trading, AIX will issue a market notice setting out the parameters of
Bonds.
Paying agent The Issuer did not appoint a Paying agent for the Bonds.
3.1 Payments
Coupon interest payments on the Bonds shall be paid to the Person shown on the register that the Issuer shall procure to be
kept by AIX Registrar in accordance with AIX Registrar’s regulations at 23:59:59 on the last day of a period for which interest
payment is due for (the “Record Date”).
Coupon interest payments on Bonds shall be paid no later than three business days after the relevant Coupon Payment Dates
by money transfer (in USD only) to current bank accounts of the holders of the Bonds specified in the register of Bondholders
as at the Record Date. Coupon payment will be carried out by transferring money to the participant’s settlement account at
AIX CSD of the Bondholders, who have the right to receive the specified payment and have been registered as the Bondholders
by AIX Registrar and AIX CSD as of close of business on the Register closing date.
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In case of nominee holding interest and principal debt could be paid only to the account provided by Bondholder’s broker or
custodian acting as a nominal holder of securities.
The final coupon interest payment shall be made concurrently with payment of the principal of the Bonds no later than three
business days after the relevant Maturity Date. All Payments in respect of the Bonds shall be made in USD.
If any date for payment in respect of the Bonds is not a Business day, the holder shall not be entitled to payment until the next
following Business day nor to any coupon interest or other sum in respect of such postponed payment.
3.2 Penalty
The Issuer shall pay a penalty to the Bondholders for each day, on which any amount payable under the Bonds remains due
and unpaid (the “Unpaid Amount”), at the rate equal to the Coupon Interest Rate. The amount of penalty payable per any
Unpaid Amount in respect of any Bonds shall be equal to the product of the Coupon Interest Rate, the Unpaid Amount and the
number of calendar days on which any such Unpaid Amount remains due and unpaid divided by 360 (three hundred and sixty),
rounding the resultant figure to the nearest cent, half of any such cent being rounded upwards.
3.3 Events of Default
The Bonds shall become immediately due and repayable at their principal amount, together with any accrued coupon interest,
upon the holder of the Bonds giving not more than 45 (forty five) calendar days’ notice to the Issuer, if any of the following
events (the “Events of Default”) occurs and continues for more than 30 (thirty) calendar days:
• the Issuer shall fail to pay any interest on any Bond when due; or
• the Issuer duly fails to perform or shall otherwise be in breach of any other material obligation contained in the terms and
conditions of the Bonds; or
• an order is made or resolution passed or other action taken for the dissolution, termination of existence, liquidation, windingup
or bankruptcy of the Issuer; or
• the Issuer stops or suspends payments (whether of principal or interest) with respect to all or any class of its debts or announces
an intention to do so or cease or threaten to cease to carry on its business or a substantial part of its business; or
• the Issuer is unable, or admits in writing its inability, to pay its debts as they fall due or otherwise becomes insolvent; or
• any material indebtedness of the Issuer is not paid when properly due or becomes properly due and payable or any creditor of
the Issuer becomes entitled to declare any such material indebtedness properly due and payable prior to the date when it would
otherwise have become properly due or any guarantee or indemnity of the Issuer in respect of indebtedness is not honored
when properly due and called upon; provided that for the purposes of this provision, material indebtedness shall mean an
amount exceeding 100 mln KZT.
• the Issuer is in default in the performance, or is otherwise in breach, of any of the following obligations and such default
continues for more than 30 calendar days:
o the Issuer shall not undertake or introduce any amendments into its constitutional documents, including the Issuer’s
Articles of Association, that would alter the Issuer’s principal business activities unless such amendments aim at
expansion of such activities;
o the Issuer shall not undertake any reorganisation as a legal entity without prior written consent of holders of at least
three-fourth in principal amount of the Bonds outstanding;
o the Issuer shall not amend the Prospectus unless agreed upon in writing with the holders of at least three-fourth in
principal amount of the Bonds outstanding;
o the Issuer shall maintain the listing of the Bonds on the Official List of AIX;
o the Issuer shall not amend or substitute any entity in place of the Issuer as the principal debtor in respect of the Bonds,
without prior written consent of the Bondholders of at least three-fourth in principal amount of the Bonds then
outstanding;
o the Issuer shall not initiate a termination of the activity;
o the Issuer shall pay any penalty due to any Bondholder in accordance with section 3.2 of this Securities Notes.
3.4 Early redemption
Redemption at the Option of the Bondholders
If at any time while any of the Bonds remains outstanding an Event of Default occurs, the Issuer shall, at the option of the
holder of the Bonds, upon the holder of the Bonds giving not less than 15 days nor more than 45 days’ notice to the Issuer,
redeem such Bonds on the day specified in such notice at 100% of its nominal amount together with coupon interest accrued
to (but excluding) the date specified for redemption.
Following the occurrence of any Event of Default in clause 3.3 of the Securities Notes the Issuer may arrange negotiations with
the holders of the Bonds in respect of the early redemption at the option of the holders of the Bonds.
Redemption at the Option of the Issuer
The Issuer may at its option redeem the Bonds in whole or in part at Nominal Value on any Coupon Payment Date starting
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from and including the fourth Coupon Payment Date by giving not less than 30 (thirty) nor more than 60 (sixty) days’ notice to
the Bondholders (which shall be irrevocable) together with coupon interest accrued to the date fixed for redemption.
Redemption at the Option of the Issuer shall be made in accordance with Condition 3.1 (“Payments”) above.
3.5 Meetings of Bondholders
• The Issuer may from time to time call meetings of Bondholders for the purpose of consultation with Bondholders or for the
purpose of obtaining the consent of Bondholders on matters which in terms of this Prospectus require the approval of a
Bondholders’ meeting.
• A meeting of Bondholders shall be called by the Issuer by giving all Bondholders listed on the register of Bondholders as at
a date being not more than 30 (thirty) days preceding the date scheduled for the meeting, not less than 14 (fourteen) days’
notice in writing. Such notice shall set out the time, place and date set for the meeting and the matters to be discussed or
decided thereat, including, if applicable, sufficient information on any amendment of the Prospectus that is proposed to
be voted upon at the meeting and seeking the approval of the Bondholders. Following a meeting of Bondholders held in
accordance with the provisions contained hereunder, the Issuer shall, acting in accordance with the resolution(s) taken at
the meeting, communicate to the Bondholders whether the necessary consent to the proposal made by the Issuer has
been granted or withheld. Subject to having obtained the necessary approval by the Bondholders in accordance with the
provisions of this Condition at a meeting called for that purpose as aforesaid, any such decision shall subsequently be given
effect to by the Issuer.
• The amendment or waiver of any of the provisions of and (or) conditions contained in this Securities Notes, or in any other
part of the Prospectus, may only be made with the approval of the Issuer and of the Bondholders at a meeting called and
held for that purpose in accordance with the terms hereof.
• A meeting of Bondholders shall only validly and properly proceed to business if there is a quorum present at the
commencement of the meeting. For this purpose, at least two Bondholders present, in person, via absentee voting or by
proxy, representing not less than 50% (fifty percent) in Nominal Value of the Bonds then outstanding, shall constitute a
quorum. If a quorum is not present within 30 (thirty) minutes from the time scheduled for the commencement of the
meeting as indicated on the notice convening same, the meeting shall stand adjourned to a place, date and time as shall
be communicated by the Issuer to the Bondholders present at that meeting. The Issuer shall within 2 (two) days from the
date of the original meeting publish by way of a company announcement the date, time and place where the adjourned
meeting is to be held. An adjourned meeting shall be held not earlier than 7 (seven) days, and not later than 15 (fifteen)
days, following the original meeting. At an adjourned meeting: the number of Bondholders present, in person, via absentee
voting or by proxy, representing not less than 30% (thirty) in Nominal Value of the Bonds then outstanding, shall constitute
a quorum, and only the matters specified in the notice calling the original meeting shall be placed on the agenda of, and
shall be discussed at, the adjourned meeting.
• Any person who in accordance with the Articles of the Issuer is to chair the annual general meetings of shareholders shall
also chair meetings of Bondholders.
• Once a quorum is declared present by the chairman of the meeting, the meeting may then proceed to business and address
the matters set out in the notice convening the meeting. In the event of decisions being required at the meeting the Issuer
or its representative shall present to the Bondholders the reasons why it is deemed necessary or desirable and appropriate
that a particular decision is taken. The meeting shall allow reasonable and adequate time to Bondholders to present their
views to the Issuer and the other Bondholders present at the meeting. The meeting shall then put the matter as proposed
by the Issuer to a vote of the Bondholders present at the time at which the vote is being taken, and any Bondholders taken
into account for the purpose of constituting a quorum who are no longer present for the taking of the vote shall not be
taken into account for the purpose of such vote.
• The voting process shall be managed by secretary elected at the meeting.
• The proposal placed before a meeting of Bondholders shall only be considered approved if at least 75% (seventy five
percent) in Nominal Value of the Bondholders present at the meeting at the time when the vote is being taken, in person,
via absentee voting or by proxy, shall have voted in favor of the proposal.
• Save for the above, the rules generally applicable to proceedings at general meetings of the Issuer’s shareholders shall
apply to meetings of Bondholders.
3.6 Notices
To the Bondholders
All notices to the Bondholders shall be deemed to have been duly given if, so long as the Bonds are listed on the AIX and so
long as the rules of the AIX so require, by publication (i) on the internet website of the AIX at www.aix.kz or (ii) otherwise in
accordance with the regulations of the AIX. If the Bonds cease to be listed on the AIX, any notice shall be sent to the
Bondholders by first class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses
on the register, and any such notice shall be deemed to have been given on the fourth day after the date of mailing.
To the Issuer
Notices to the Issuer will be deemed to be validly given if delivered to the Issuer at 55/22 Mangilik el ave., Office 140, Esil
district, Astana, Kazakhstan, Z05T3F5 or via email (a.aznabakiyev@citix.me) and will be deemed to have been validly given
when delivered.
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3.7 Taxation
Under the Constitutional Law on “Astana International Financial Centre” any interest or capital gain on the securities listed on
the AIX are tax exempt until 1 January 2066. Accordingly, following the admission of the Bonds to the Official List of the AIX,
any income derived from owning or selling such Bonds will be tax exempt as long as the Bonds are listed on the AIX Official
List. No stamp, registration or other tax arising out of the transfer of the Bonds exist in the Republic of Kazakhstan.
3.8 Further issues and further indebtedness
The Issuer may, from time to time, without the consent of the Bondholders, create and issue further debentures, debenture
stock, bonds, loan notes, or any other debt securities, either having the same terms and conditions as any outstanding debt
securities of any series (including the Bonds) so that such further issue shall be consolidated and form a single series with the
outstanding debt securities of the relevant series (including the Bonds), or upon such terms as the Issuer may determine at
the time of their issue.
4. Other information
4.1. Audit and source of information including use of expert reports
Audited financials for 2021 and 2022 prepared by the Company’s auditors Russel Bedford BC Partners LLP – are included in
Schedule 2 of this Prospectus.
5. Admission to trading
Admission to: Actual date
- an Official List of Securities 6 June 2023
- trading on an Authorized Market Institution 7 June 2023
An estimate of the total expenses related to the admission to trading
The fees associated with the admission of the Bonds to the Official List of the AIX and to trading on the AIX are expected to be
U.S.$30,000.