Transtelecom pays out all 2025 profit and asks bondholders to change its TCOMb1 coupon

Transtelecom, the Kazakh fibre and data network operator, has asked holders of its TCOMb1 bonds to approve a change to the coupon rate, about two and a half weeks after its shareholders voted to pay out all of the company's 2025 profit and part of its 2024 retained earnings as dividends, according to notices on the Kazakhstan Stock Exchange.

The bondholder meeting for issue KZ2C00006344 is set for 30 October. Its agenda includes amending the coupon interest rate and making corresponding changes to the issue prospectus, the KASE notice of 15 October says. The notice does not give the current or proposed rate, and the accompanying information document filed with the exchange is a scanned image. Whether the change raises or lowers the coupon is therefore not disclosed in the text.

A full payout

At the annual general meeting on 28 September, shareholders directed 100 per cent of Transtelecom's 2025 net profit, KZT 1,406,314,000, to dividends on common shares, and added KZT 2,147,019,900 from retained earnings formed in 2024, according to the meeting results filed with KASE. The total dividend for 2025 was set at KZT 3,553,333,900, or KZT 630.23 per share. The filing puts the company's total retained earnings at KZT 37,112,463,000.

The same document shows how the payout splits. Unit Telecom LLP, which holds 4,228,572 common shares, is due KZT 2,664,999,952, and the national railway company Kazakhstan Temir Zholy (NC KTZ), which holds 1,409,525 shares, is due KZT 888,333,948, according to the filing. On those share counts Unit Telecom holds about 75 per cent of the common shares and KTZ about 25 per cent.

Transtelecom paid Unit Telecom's KZT 2,664,999,952 on 29 September, according to a payment notice, which records the total due to shareholders as KZT 3,553,333,900. The notice does not mention a payment to KTZ. The meeting decision allows payment within 90 calendar days, the results show, so KTZ's share may still be pending. The exchange summary describes the payment as dividends for 2024 and 2025 and gives a dividend per share of KZT 2,577.75 for 2024 and KZT 630.23 for 2025. That split does not reconcile with the meeting decision, which sets a single total for 2025 and a single per-share amount, and neither filing explains the difference.

Shareholders took decisions on seven agenda items in all, including approval of the audited consolidated and separate financial statements for 2025, according to the exchange summary. The filed results also list a review of shareholder appeals about the actions of the company and its officials and the board's report on its work in 2025.

Board reshuffle

The annual meeting also called an extraordinary meeting for 5 October on the early termination of board members' powers, the election of directors and their remuneration, according to the results. At that meeting T. Iskakov, S. Abdildin and N. Aryngaziyev were removed from the board and B. Mukazhanov, S. Abdildin and N. Aryngaziyev were elected, leaving a seven-member board, a KASE notice of 9 October says. Mr Mukazhanov signed the dividend notice as deputy chairman of the management board and chief financial officer.

The board of directors had already changed the management board on 30 September. It removed Mr Abdildin, whom the annual meeting results name as chairman of the management board, and elected Mr Mukazhanov chairman of the management board and T. Iskakov deputy chairman and chief financial officer, leaving it with six members, according to another notice of 7 October and the decision filed with KASE.

Neither the dividend decision nor the bond notice explains the company's funding plans. A full distribution of profit plus retained earnings, followed about two and a half weeks later by a request to reprice existing debt, puts the 30 October vote at the centre of the company's financing for the rest of the year. Results of the bondholder meeting are due to be disclosed on the exchange.

Correction, 21 October 2026: An earlier version of this article said that the annual meeting results named Mr Abdildin as chairman of the management board without saying that he had since been replaced, and that the notice on the management board change did not list names. The board of directors removed Mr Abdildin and elected Mr Mukazhanov chairman of the management board on 30 September, and the notice names them. The earlier version also put the bondholder request a week after the shareholder vote in its first paragraph and a fortnight after it in its last; it came about two and a half weeks later.