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Kinstellar advises Verny Capital on the sale of Burger King Kazakhstan operations
Kinstellar has advised Verny Capital on the sale of its Burger King operations in Kazakhstan. The transaction involved multiple jurisdictions, including Kazakhstan and English law, requiring the drafting and negotiation of detailed agreements. Verny Capital, a key player in expanding Burger King's presence in Kazakhstan, overseeing over 50 locations, successfully completed the sale as part of its strategic business decisions. The team was led by Counsel Pavel Kornilov and included Managing Partner Joel Benjamin, and Associates Kamila Serik and Usen Tastanbekov on Kazakhstan law, and Partner Hugh Owen, and Senior Associate Bianka Kovács on English law. Our team guided the transaction, focusing on the deal structure
Navigating the legal landscape: The implementation status of MiCA
As the cryptocurrency market continues to captivate investors worldwide, understanding the regulatory landscape becomes more crucial than ever. In this respect the Markets in Crypto Assets Regulation (the MiCA) is a ground-breaking initiative by the European Union (the EU) aimed at establishing a robust framework for digital asset markets. With MiCA application having taken effect on 30 December 2024, EU member states are now in the process of aligning their national legislation with the new rules and addressing the practical challenges of implementation.Click on the image below or use the following link to read our overview in English. For more
Kinstellar acts in landmark AIFC Court case on jurisdiction over foreclosure of pledged property
Kinstellar acted for its client, Freschette Limited, in a case before the AIFC that resulted in a precedent setting judgement. The AIFC Court has delivered a judgement in AIFC Court Case No. 35 of 2024 – Freschette Limited v. Enegix LLP & Others, affirming its jurisdiction over foreclosure proceedings concerning pledged immovable property in Kazakhstan. The case was brought by Freschette Limited, a foreign investor. Kinstellar advised the client on structuring the transaction which was basis for the case. Despite the absence of established court practice or clear regulatory guidance, Kinstellar strategically proposed a dispute resolution clause designating the AIFC Court as the exclusive forum for resolving disputes
Practical Note for Investors: Insights into Kazakhstan’s Banking Sector in 2025
In 2024, Kazakhstan’s financial regulator and the president of Kazakhstan emphasised repeatedly the necessity of updating the nation’s banking laws to align with global economic trends. This has been particularly relevant to the development of fintech ecosystems—a focus area for our firm over the past few years. In light of these discussions, we have prepared this note to provide a practical overview of the key proposed changes expected in 2025 and their implications for potential investors in the banking sector. We will continue monitoring these developments closely throughout the year to keep you informed. Key proposed changes and opportunities Introduction of two types of banking licenses
Practical Note: The Development of the Banking Sector within the Astana International Financial Centre (AIFC)
Since its establishment, the AIFC has generated significant interest by developing its financial services sector, particularly in banking. The financial ecosystem in the AIFC was designed to attract foreign investment, and various incentives have been introduced to encourage the growth of both traditional and Islamic banking businesses. However, despite these incentives, the development of the banking sector within the AIFC has not reached its full potential. 1. Incentives for bank establishment within the AIFC A series of tax exemptions and regulatory waivers have been provided to make it easier for banks to operate within the AIFC. These measures include: Tax exemptions: Both traditional and Islamic
Kinstellar advises on Central Asia’s largest healthcare PPP project
Kinstellar is proud to announce its involvement in the development of Central Asia's largest public-private partnership (PPP) medical facility in Kokshetau, Kazakhstan. With financing led by the European Bank for Reconstruction and Development (EBRD) and the Asian Infrastructure Investment Bank (AIIB), this project marks the region's first healthcare PPP, supported by a EUR 365 million financing package from six major financial institutions. The 630-bed, multi-disciplinary hospital will operate under a greenfield PPP model, serving over 730,000 residents in Kokshetau and the broader Akmola region. Designed to achieve both LEED "Silver" and EDGE certifications, the facility embodies a strong commitment to sustainability
Kinstellar advises Baiterek National Managing Holding JSC on the sale of Bereke Bank, in Kazakhstan
Kinstellar has advised Baiterek National Managing Holding JSC on the KZT 65 billion (approx. US$135 million) sale of Bereke Bank JSC to Lesha Bank LLC, the first independent Shari'a-compliant Bank authorized by the Qatar Financial Center Regulatory Authority (QFCRA), and a listed entity on the Qatar Stock Exchange (QSE: QFBQ). This significant transaction aligns with the President Kassym-Jomart Tokayev’s drive for foreign investment in Kazakhstan's financial sector. Our involvement highlights our ability to navigate complex legal frameworks, particularly when dealing with government entities. This deal continues to demonstrate Kinstellar’s strong M&A capabilities on transactions involving Kazakhstan and English
Kinstellar advises the mandated lead arrangers and bookrunners in relation to a US$300 million syndicated term loan provided to Halyk Bank of Kazakhstan
Kinstellar has successfully advised the mandated lead arrangers and bookrunners on joint stock company Halyk Bank of Kazakhstan’s US$300 million syndicated term loan, which comprises 1-year and 3-year tranches. This marks Halyk Bank’s return to the international syndicated loan market, allowing it to secure vital funding and diversify its capital base under competitive terms. This significant transaction reopens the international syndicated loan market for Kazakhstan banks, highlighting growing international confidence in the sector. The deal was led by Citibank, London Branch, Abu Dhabi Commercial Bank, and Commerzbank. Our legal team was led by partners Joel Benjamin and Adlet Yerkinbayev, with support
Purpose of the Astana International Financial Centre (AIFC) and application of AIFC Law, in Kazakhstan
We have gathered practical insights based on case studies within the Astana International Financial Centre (AIFC), with a focus on the application of law in this jurisdiction. In this brief note, we aim to summarize these key points and share them with potential AIFC participants, investors, and professionals in the legal and financial sectors. It is important to note that this is not an academic article or legal advice, but rather practical observations. Purpose of the AIFC and application of AIFC Law As a starting point, the AIFC, located in Astana, Kazakhstan’s capital, was created to serve as a specialized financial hub, fostering investments and promoting regulated financial services. What distinguishes
Expanding opportunities for retail investors in Kazakhstan: AIFC's influence on the new legislative framework
According to the official website of the Government of Kazakhstan, the Agency of the Republic of Kazakhstan for Regulation and Development of the Financial Market is working on a new legislative proposal with the goal of broadening the participation of retail investors in collective investment schemes (the "CIS") across Kazakhstan. Currently, the CIS retail business is mainly possible within the Astana International Financial Centre (AIFC). While this could be seen as competition with the AIFC, in the long term, the adoption of such a law will help create a solid platform for the development of funds not only within the AIFC but also throughout Kazakhstan. In these proposed innovations, we see the influence of the flexible
Minority shareholder protection in the AIFC, Kazakhstan
In private companies limited by shares, the most popular form of company established in the Astana International Financial Center ("AIFC") shareholders range from those with majority ownership stakes (i.e. greater than 50%) to those with smaller holdings. The latter, known as minority shareholders, often face challenges due to their limited ability to influence business decisions. Our expertise lies in safeguarding the rights of minority shareholders, offering advice on protection strategies and negotiation tactics to ensure fair outcomes in disputes involving misconduct by directors or controlling shareholders. After five years of closely monitoring the AIFC legislation and practicing corporate law within the AIFC, we believe
Redomiciliation under AIFC Laws revisited: Definition, benefits, process and booming trend
The Astana International Finance Centre ("AIFC") continues to be a destination point for foreign companies seeking growth and stability in their operations. In addition to the traditional incorporation of companies, the AIFC enables the registration of foreign companies under the “Transfer of incorporation” scheme, i.e., through redomiciliation. It has been five years since the first successful case of “Transfer of incorporation” by Kazakhstan Energy Reinsurance Company Ltd. ("KERC") from Bermuda to the AIFC. Kinstellar acted on this first-of-its-kind redomiciliation project, which set a precedent for the transfer of other foreign operations and capital from overseas to the AIFC. Thus, considering the growing interest