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• the Indenture relating to the Notes (which includes the form of the Notes);
• the Note Guarantees; and
• the Competent Person’s Report prepared by GCA.
Pursuant to the Indenture that will govern the Notes, the Issuer will agree to furnish certain periodic information to the
Noteholders. See “
Description of Notes—Certain Covenants—Reports.
” For additional documents that may be obtained,
see “
Available information.
”
Information about the Group companies, the Issuer and the Guarantors
Group companies and information about the Guarantors
See Note 30 to the consolidated financial statements as at and for the year ended 31 December 2013 for additional
information on the Issuer’s direct and indirect subsidiaries, including the share of direct or indirect investment.
The Note Guarantees
The Note Guarantees are full and unconditional and joint and several. Each of the Guarantors is a wholly-owned (100
per cent. owned) subsidiary of the Issuer, other than that the ownership of KEC Kuwait, the original holding company of
the Group, is currently in the process of being consolidated under the Issuer pursuant to a one-to-one exchange of the
shares of KEC Kuwait for shares in the Issuer. See “
The Group’s Business—Corporate structure
.” There are no
controlling shareholders of KEC Kuwait or of the Issuer.
Composition of the Consolidated Financial Statements of the Group
The consolidated financial statements of the Group presented in this offering memorandum include the financial results
of (a) the Issuer (b) the Guarantors and (c) each other member of the Group that is not a Guarantor. As at and for the
year ended
31 December
2013:
(i) the Issuer did not represent any of the Group’s EBITDAX and recorded net assets of $(125.5) million, representing
(24.6)% of the Group’s net assets as at and for the year ended 31 December 2013;
(ii) the Initial Guarantors together recorded in aggregate EBITDAX of $140.3 million and net assets of $444.3 million,
representing 77.0% and 87.1%, respectively, of the Group’s EBITDAX and net assets as at and for the year ended 31
December
2013;
(iii) the Post-Closing Guarantor recorded in aggregate EBITDAX of $42.0 million and net assets of $191.2 million,
representing 23.0% and 37.5%, respectively, of the Group’s EBITDAX and net assets as at and for the year ended 31
December 2013; and
(iv) the other members of the Group together did not record any of the Group’s EBITDAX or net assets as at and for the
year ended 31 December
2013.
Information on Certain Members of the Group
1.
Kuwait Energy (Eastern Desert) Petroleum Services SAE is a joint stock company incorporated under the laws
of Egypt on 1 October 2002 with registration number 353082 and with its address at 13B/3 Ramadan Kamel St.,
New Maadi, Cairo. Kuwait Energy (Eastern Desert) Petroleum Services SAE is engaged in the exploration and
production of hydrocarbons in Egypt in Area A. For the year ended 31 December 2013, Kuwait Energy (Eastern
Desert) Petroleum Services SAE represented EBITDAX of $42.0 million and net assets of $191.2 million on a
stand-alone basis excluding intra-Group items, representing 23.0% and 37.5%, respectively, of the Group’s
EBITDAX and net assets as at and for the year ended 31 December 2013. Giving effect to the issuance of the
Notes and the use of the proceeds thereof, there will be no encumbrances on the assets of Kuwait Energy
(Eastern Desert) Petroleum Services SAE that could materially affect its ability to meet its obligations under the
Note Guarantee. Although Kuwait Energy (Eastern Desert) Petroleum Services SAE may be affected by some
or all the general risks set out in “
Risk Factors
”, we do not believe there are any risks specific to Kuwait Energy
(Eastern Desert) Petroleum Services SAE that could adversely impact on its Note Guarantee.
2.
KEC (Egypt) Limited is a company limited by shares incorporated under the laws of the British Virgin Islands
on 5 March 2003 with registration number 535973 and registered address at Maples Corporate Services (BVI)
