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conversion right (in favour of the lender) at any time between Admission and automatic conversion. The number of
Ordinary Shares to be issued on conversion will be calculated using the lower of: (i) the volume-weighted average price
over the period from the first dealing day after Admission to the conversion date; and (ii) the volume-weighted average
price over the five consecutive dealing days immediately preceding the conversion date (the “
Market Value
”), and in
either case will provide a total grant of Ordinary Shares which will provide Abraaj and QFB with a total annual return of
(where the conversion occurs prior to the QPO Target Date) 16% or (where the conversion occurs after the QPO Target
Date) 16% up to the QPO Target Date and 20% thereafter, less the 8% in cash interest received to that point (the
“
Conversion Value
”). As a result, the number of Ordinary Shares to be issued upon conversion cannot be calculated at
the date of this Offering Memorandum.
In the event of attempting to achieve a qualifying IPO but not achieving the Liquidity Condition, then the lender has the
option to convert all of the loans into ordinary shares within 21 business days of being informed of the failure. The
number of ordinary shares to be issued on such a conversion will be calculated by dividing the Conversion Value by the
Market Price on the conversion date.
In the event of a proposed private sale, the lender has the option to convert all of the loans into ordinary shares at least 10
business days prior to the planned date of the private sale. The number of ordinary shares to be issued on such a
conversion will be calculated by dividing the Conversion Value by the consideration payable per share in respect of the
private sale (calculated on a fully diluted basis).
In the event that the Issuer issues any new securities, subject to certain exceptions, the lender has the option to convert all
of the loans into ordinary shares within 30 days of such new securities being issued. The number of ordinary shares to be
issued on such a conversion will be calculated by dividing the Conversion Value by the price payable in relation to the
new security.
In the event that the loans have not been converted by the date being 60 business days prior to the first repayment date,
the lender has the option of converting all of the loans into ordinary shares at any time. The number of ordinary shares to
be issued on such a conversion will be calculated by dividing the Conversion Value by the fair market value (as
determined by independent investment bank(s)) on the conversion date.
Prepayment and Additional Compensation
The Issuer may only prepay all of a Loan after the third anniversary of the first utilisation date. Where it does so, as well
as paying any accrued but unpaid interest, it must also pay a prepayment premium calculated as an amount equal to the
difference between the aggregate principal amount prepaid and the Conversion Value on the date of such prepayment
less any interest previously paid by the Issuer to the lender in relation to the loan, but references in the definition of
Conversion Value set out above to “16 per cent.” are deemed to be “20 per cent.”.
The lender has the option on a private cash sale by the Issuer to require the Issuer to (a) prepay the loan at an amount
equal to the amount outstanding, together with all accrued interest and (b) pay to the lender compensation equal to the
difference between the loan and the Conversion Value (assuming the conversion date was the prepayment date), but
references in the definition of Conversion Value set out above to “16 per cent.” are deemed to be “20 per cent.”.
In addition, following the taking of any enforcement action as a result of the occurrence of certain events of default then,
as well as having to repay all amounts outstanding under the loan in full, the Issuer is required to pay to the lender
compensation equal to the difference between the outstanding loan and the Conversion Value (assuming the conversion
date was the enforcement date), but references in the definition of Conversion Value to “16 per cent.” are deemed to be
“20 per cent.”.
Financial Covenant
The Group is required to ensure that total Group borrowings excluding borrowing under the Convertible Loans do not
exceed more than 50% of the NPV of 2P reserves.
Subordination
The lenders’ rights to repayment are subordinated to certain senior debt, specifically the Borrowing Base Facilities and
Arab Bank Facility. However, it is intended the proceeds of the Notes will be used to repay that senior debt. Following
the prepayment of the senior debt, the Convertible Loans will not be subordinated to the Notes.
