232
LISTING AND GENERAL INFORMATION
Listing
Application has been made for the Notes to be admitted to the Official List and to trading on the Global Exchange
Market of the Irish Stock Exchange. Notice of any optional redemption, change of control or any change in the rate of
interest payable on the Notes will be published in a newspaper having a general circulation in Dublin (which is expected
to be the
Irish Times
) or published on the official website of the Irish Stock Exchange (
).
The Notes have been accepted for clearance through Euroclear and Clearstream. The ISIN and Common Code numbers
for the Notes are XS1086694111 and 108669411, respectively.
Legal information
The Issuer was incorporated under the name Kuwait Energy Limited on 12 October 2010 under the Jersey Companies
Law as a private company limited by shares and registered in Jersey with number 106699. On 12 September 2011, it was
re-registered as a public limited company and changed its name to Kuwait Energy Plc. The registered office of the Issuer
is at Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES (telephone number +44 (0)1534 281 837).
The secretaries of the Issuer are John Cooper and Computershare Company Secretarial Services (Jersey) Limited. John
Cooper’s business address is c/o Kuwait Energy plc, Queensway House, Hilgrove Street, St. Helier, Jersey JE1 1ES.
Computershare Company Secretarial Services (Jersey) Limited has its registered office at Queensway House, Hilgrove
Street, St. Helier, Jersey JE1 1ES.
The authorized share capital of the Issuer is GBP450,724,374 divided into 450,724,374 ordinary shares each with a
nominal value of GBP1. The issued share capital of the Issuer is GBP328,819,815 divided into 328,819,815 ordinary
shares each with a nominal value of GBP1. All shares are in registered form and have been fully paid.
The creation and issuance of the Notes have been authorized by a resolution of the Issuer’s Board of Directors dated 7
July 2014.
Significant change
Except as disclosed in this Offering Memorandum (including, without limitation, under the section entitled “
The Group’s
business—Legal and arbitration proceedings
”):
• there has been no significant change in the financial or trading position of the Issuer since 31 March 2014, the end of
the last financial period for which interim consolidated financial information for the Group has been published;
• there has been no material adverse change in the prospects of the Issuer since 31 December 2013, the date of the
most recent annual audited consolidated financial information for the Group; and
• neither the Issuer nor the Group has been involved in any litigation, governmental proceeding or arbitration relating
to claims or amounts which are material in the context of the issue of the Notes, and, so far as either the Issuer or the
Group is aware, no such litigation, governmental proceeding or arbitration is pending or threatened.
The Issuer estimates that the total expenses related to admission to trading will amount to EUR4,940.
Walkers Listing & Support Services Limited is acting solely in its capacity as listing agent for the Issuer in relation to the
Notes and is not itself seeking admission of the Notes to the Official Listing of the Irish Stock Exchange or to trading on
the Global Exchange Market of the Irish Stock Exchange.
Documents available
For so long as the Notes are listed on the official list of the Irish Stock Exchange and the rules of the Irish Stock
Exchange so require, copies of the following documents may be inspected in physical/electronic form and obtained free
of charge at the specified office of the listing agent in Irish Listing Agent during normal business hours on any weekday:
• the Issuer’s organizational documents, and those of the Guarantors;
• the Group’s annual reports and consolidated financial statements for the two most recent years and any interim
quarterly financial statements;
