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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 12b-25
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SEC
FILE NUMBER
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001-33034
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NOTIFICATION OF LATE FILING
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CUSIP
NUMBER
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356390104
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(Check One): ☐ Form 10-K ☐
Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D
☐ Form N-SAR ☐ Form N-CSR
For Period Ended:
June 30, 2020
[ ]
Transition Report on Form 10-K
[ ]
Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
For the
Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained
herein.
If the
notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification
relates:
PART I -- REGISTRANT INFORMATION
Full
Name of Registrant
Former
Name if Applicable
“Esentai Tower” BC, Floor 7, 77/7 Al Farabi
Ave
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Address
of Principal Executive Office (Street and Number)
Almaty, Kazakhstan 050040
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City,
State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if
appropriate)
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(a) The
reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or
expense;
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☒
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(b) The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N_CEN, or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on
Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
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(c) The
accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time
period.
The
quarterly report of the registrant on Form 10-Q could not be timely
filed because management requires additional time to compile and
verify the data required to be included in the report. The report
will be filed within five calendar days of the date the original
report was due.
PART IV -- OTHER INFORMATION
(1)
Name and telephone
number of person to contact in regard to this
notification
Evgeniy
Ler
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+7
727
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311-1064
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have all other
periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify
report(s).
☒ Yes☐ No
(3)
Is it anticipated
that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or
portion thereof?
☒ Yes☐ No
If so,
attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
During the three months ended June 30, 2020, Freedom Holding Corp.
(the “Company”) expects to realize net income of
approximately $24.3 million and basic and diluted earnings per
share of approximately $0.42, compared to net income of $8.2
million and basic and diluted earnings per share of $0.14 during
the three months ended June 30, 2019. As a result of the
strengthening of the Company’s functional currencies against
its reporting currency and the resulting foreign currency
translation adjustment, net of tax, the Company expects to realize
foreign currency translation adjustments of approximately $8.6
million, resulting in comprehensive income of approximately $33.0
million during the three months ended June 30, 2020. During the
three months ended June 30, 2019, the Company realized
comprehensive income of approximately $8.9 million.
The increase in net income and comprehensive income were
principally due to growth in fee and commission income and net gain
on trading securities realized during the three months ended June
30, 2020, compared to the three months ended June 30, 2019. During
the three months ended June 30, 2020, the Company expects to
realize approximately $43.3 million in fee and commission income
and approximately $9.1 million in net gain on trading securities,
compared to $22.6 million and $2.6 million during the three months
ended June 30, 2019, respectively. The Company anticipates these
increases will be partially offset by an increase in fee and
commission expense of approximately $5.7 million.
The Company believes these increases primarily resulted from the
unique market characteristics surrounding the initial outbreak and
reaction to the COVID-19 pandemic, including the significant
decline and subsequent rebound in the equity and debt capital
markets, which created, at least among the Company’s
customers, significantly increased trading volumes and customer
activity during the quarter ended June 30, 2020. The Company also
believes at least a portion of this growth was the result of its
ongoing efforts to expand its customer base and as a result of
increased activity among its existing customers. The Company also
expects to realize approximately a $3.3 million increase in fees
and commissions from underwriting services during the three months
ended June 30, 2020 compared to the same period 2019.
Special Note About Forward-Looking Statements
This Notification of Late Filing on
Form 12b-25 (“Form 12b-25”) includes
“forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including,
without limitation, statements regarding that the Company expects
to file its quarterly report on Form 10-Q on or before the
fifth calendar day following its prescribed due date, expected
results of operations and the events that led to such results. All
statements, other than statements of historical facts, included in
this Form 12b-25 that address activities, events or
developments that the Company “anticipates,”
“believes,” “estimates,”
“expects,” “intends,” “plans,”
“projects,” and similar expressions, including the
negatives of these terms. The Company’s actual results could
differ materially from the results contemplated by these
forward-looking statements and are subject to a number of risks,
uncertainties, estimates and assumptions that may cause actual
results to differ materially from current expectations.
The reader should not place undue
reliance on these forward-looking statements, which speak only as
of the date of this Notification of Late Filing on
Form 12b-25. Unless legally required, the Company undertakes
no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or
otherwise
Freedom Holding Corp.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
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August 10,
2020
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By:
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/s/
Evgeniy Ler
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Evgeniy
Ler
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Chief Financial
Officer
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