15
SUMMARY CORPORATE AND FINANCING STRUCTURE
The following diagram shows a simplified summary of the Group’s corporate and financing structure after giving effect
to the Offering. The diagram does not include all the Guarantors or all members of the Group, nor all of the debt
obligations thereof. Unless otherwise indicated, the subsidiaries included in the simplified structure below are directly or
indirectly wholly owned or controlled by the Issuer. For a summary of the debt obligations identified in this diagram,
please see “
Description of Notes
”, “
Description of other indebtedness
” and “
Capitalisation
.”
(1)
For information about the shareholders of the Issuer, see “
Principal shareholders
.”
(2)
The Convertible Loans consist of a $150 million convertible term loan facility with KEC SPV 1 Limited (an entity managed and controlled
by Abraaj Investment Management Limited) (the “
Abraaj Convertible Loan
”) entered into in April 2012 and a Sharia’h compliant $150
million convertible term murabaha facility with Qatar First Investment Bank (subsequently renamed Qatar First Bank) (the “
QFB
Convertible Murabaha
”) entered into in August 2012. As at 31 March 2014, the Issuer had $50.0 million outstanding under the Abraaj
Convertible Loan and $50.0 million outstanding under the QFB Convertible Murabaha. The additional commitments under the Convertible
Loans are subject to the fulfilment of certain conditions precedent, which have not been met as at the date of this Offering Memorandum.
For more information on the terms of the Convertible Loans, see “
Description of other indebtedness—Convertible Loans.
” The amounts
outstanding under the Convertible Loans are not subordinated in right of payment to the Notes.
(3)
The Issuer is a public limited liability company incorporated in Jersey under registered number 106699.
(4)
The Notes will be general obligations of the Issuer and will rank
pari passu
in right of payment with any existing and future Indebtedness of
the Issuer that is not expressly contractually subordinated in right of payment to the Notes, fully and unconditionally guaranteed on a senior
basis by the Guarantors, subject to limitations under applicable law, rank senior in right of payment to any existing and future Indebtedness
of the Issuer that is expressly contractually subordinated in right of payment to the Notes, effectively subordinated in right of payment to
any future Indebtedness of the Issuer that is secured by property and assets to the extent of the value of such property and assets securing
such Indebtedness and structurally subordinated to all obligations of the Issuer’s subsidiaries that are not Guarantors.
(5)
Our subsidiaries include the following Initial Guarantors: Kuwait Energy International Limited (Jersey); KEC (MENA) Limited (BVI);
Kuwait Energy Egypt Limited (BVI); KEC (Egypt) Limited (BVI); Kuwait Energy Yemen Ltd (BVI); Jannah Hunt Oil Company Ltd
(BVI); KEC (Yemen) Ltd (BVI); Kuwait Energy AMED Yemen Ltd (BVI); Kuwait Energy Company KSCC (Kuwait) and Kuwait Energy
Iraq Ltd (BVI). The Issuer will use its best efforts to cause Kuwait Energy (Eastern Desert) Petroleum Services SAE (Egypt) (the “
Post-
Closing Guarantor
”) to issue a Note Guarantee on or prior to the date falling 120 days after the Issue Date. As at and for the three months
ended 31 March 2014, the Issuer and the Initial Guarantors represented 78.7% of the Group’s consolidated EBITDAX, 81.4% of the
Group’s average daily working interest production and 89.4% of the Group’s property, plant and equipment (“
PPE
”), and as at 31 May
2014, the Issuer and the Initial Guarantors represented 96.8% of the Group’s 1P reserves on a net entitlement basis and 88.0% of the
Group’s NPV of 1P reserves. As at and for the three months ended 31 March 2014, the Post-Closing Guarantor represented 21.3% of the
Group’s consolidated EBITDAX, 18.6% of the Group’s average daily working interest production and 10.6% of the Group’s PPE, and as at
