17
THE OFFERING
The following is a brief summary of certain terms of the Offering. It is not intended to be complete and is subject to
important limitations and exceptions. Accordingly, it may not contain all the information that is important to you. For a
more complete description of the terms of the Notes, including certain definitions of terms used in this summary, see
“
Description of Notes
” and “
Description of other indebtedness.
”
Issuer
............................................... Kuwait Energy plc.
Notes Offered .................................
$250,000,000 aggregate principal amount of 9.500% Senior Guaranteed Notes due
2019 (the “
Notes
”).
Issue Date........................................
4 August 2014 (the “
Issue Date
”).
Issue Price.......................................
100.000% (plus accrued and unpaid interest from 4 August 2014).
Maturity Date.................................
4 August 2019.
Interest Rates and Payment Dates
The interest rate of the Notes will be 9.500%. Interest will be paid semi-annually
in arrear on each 4 February and 4 August, commencing on 4 February 2015.
Interest will accrue from 4 August 2014.
Form of Denomination ..................
The Issuer will issue the Notes in global form in minimum denominations of
$200,000 and integral multiples of $1,000 in excess thereof.
Ranking of the Notes .....................
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;
• will be fully and unconditionally guaranteed on a senior basis by the
Guarantors, subject to limitations under applicable law;
• will 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;
• will be effectively subordinated in right of payment to any future Indebtedness
of the Issuer that is secured by property or assets, to the extent of the value of
the property and assets securing such Indebtedness; and
• will be structurally subordinated to all obligations of the Issuer’s subsidiaries
that are not Guarantors.
Guarantors .....................................
On the Issue Date, the Notes will be unconditionally guaranteed by certain of the
Issuer’s subsidiaries (each, an “
Initial Guarantor
”).The Initial Guarantors will
include:
•
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 the Post-Closing Guarantor to issue a
Note Guarantee on or prior to the date falling 120 days after the Issue Date.
Note Guarantees.............................
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
