A memorandum of intent was signed on November 5; it is non-binding, and the deal itself depends on the signing of final documents, Forbes Kazakhstan reports.

The essence in brief

• For 51%, Ak Zhaiyk Capital Turlov Private Holding will pay $300 million; the seller is Bakhtiyar Ospanov, and the remaining 49% will remain with the Kokzhiyek Fund LP of the Baiterek holding structure.
• Turlov will pay for the deal with his own shares of Freedom Holding Corp., which will be transferred to the seller in two tranches: at least $270 million by the end of 2026 and $30 million in 2027.
• Closing of the deal is scheduled for before April 10, 2027; permission from the Agency for the Protection and Development of Competition is required.
• The Grain Consortium unites 22 agricultural producers and 6 elevators in the Akmola and North Kazakhstan regions; the land bank is 909.9 thousand hectares.

What is known about the deal

The deal became known from a notice that Freedom Holding Corp. sent to the U.S. regulator. Freedom Holding Corp. is a company in which Turlov is the majority shareholder, but he is making the purchase through a separate structure, Turlov Private Holding, through which he invests personal funds. Ak Zhaiyk Capital owns the Kazakhstan Grain Consortium; it is currently controlled by Bakhtiyar Ospanov. The remaining 49% remains with the Kokzhiyek Fund LP, part of Qazaqstan Investment Corporation of the Baiterek holding.

As the telegram channel "Ruchnaya Ekonomika", cited by Forbes, writes, through Ak Zhaiyk Capital Turlov will gain indirect control over the consortium and the group's key assets in the grain sector. The payer will be Turlov himself, while he will not receive rights to a stake in the company being purchased, and Freedom Holding Corp. does not become a debtor unless it assumes obligations. Before the deal is completed, Ospanov must settle debts on certain obligations that are not disclosed in the documents.

How payment will be made

Turlov will pay with his own shares of Freedom Holding Corp. in two tranches, in 2026 and 2027. The number of shares will be determined by the weighted average price on Nasdaq over 20 days, multiplied by 1.15. The shares serve as an intermediate instrument: the seller is guaranteed to receive $300 million in cash from their sale on the market, and if the proceeds are insufficient, Turlov or Turlov Private Holding will have to pay the difference in money. By December 31, 2026, Ospanov must receive at least $270 million, and the remaining $30 million by March 31, 2027.

What will happen with management and timelines

The parties plan to sign a framework agreement on November 13. From that moment, Ospanov will have to coordinate key decisions with the buyer: budgets for sowing and harvesting campaigns, disposal of key assets, changes to the charter, and, according to Forbes, also senior appointments, capital expenditures, and borrowings. To complete the deal, permission must be obtained from the Agency for the Protection and Development of Competition and a number of corporate conditions must be fulfilled. Closing is scheduled for before April 10, 2027.

What Turlov is buying

The Kazakhstan Grain Consortium operates in the Akmola and North Kazakhstan regions and is engaged in grain, leguminous crops, and oilseeds, as well as livestock farming. According to the company, it includes 22 agricultural producers and 6 elevators; the land bank is 909.9 thousand hectares, the sown area is 350 thousand hectares, and production is more than 500 thousand tonnes of products per year.

What Turlov says

Turlov set out his position in a comment to Forbes Kazakhstan.

"The country's agricultural sector has enormous development potential and is of great interest to investors, especially those capable of implementing projects in it based on the introduction of modern technologies, digitalization, and integration with effective fintech solutions. Such an approach will help increase the competitiveness of Kazakh producers at the global level and create conditions for successfully addressing the tasks of ensuring the country's food security," says the founder of Freedom Holding Corp.

He called the consortium "one of the undoubted leaders of the industry." Turlov Private Holding believes that the deal will lead to the emergence of "a new strategic investor in the person of Timur Turlov's structures." The purchase and sale agreement, according to the structure's assessment, may be concluded in the first half of 2027, subject to final agreements and approvals from authorized bodies.

What is happening with Turlov's investments and Kazakhstan's grain market

This is not Turlov's first major asset in Kazakhstan's real sector: in 2023, Turlov Private Holding received 100% of the companies owning the Kogadyr gold ore deposit in the Zhambyl region, and the first gold from it is planned to be produced by 2030, although 2027 was previously mentioned. The grain market he is entering this year faced drought in key regions, but the harvest still turned out large: farmers harvested 24.3 million tonnes, one of the highest results in 15 years, although less than the two previous record harvests. After two consecutive record harvests of 27 million tonnes, the Ministry of Agriculture banned wheat imports for six months so that cheap imports would not put pressure on prices. For the 2026 sowing campaign, they allocated 23.8 million hectares, of which 15.8 million hectares were for grain crops.

Author's conclusion

The deal is still at the level of intentions: only certain provisions are binding, and before closing, an asset review, settlement of the seller's debts, and permission from the antimonopoly agency are required. If it takes place, Turlov will gain control in one of the large grain holdings, while the state structure will retain 49%. Payment in Freedom Holding Corp. shares with an additional cash payment if proceeds are insufficient links the final value of the deal to the price of these shares on Nasdaq.