18
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 31 May 2014, the Post-Closing Guarantor
represented 3.2% of the Group’s 1P reserves on a net entitlement basis and 12.0%
of the Group’s NPV of 1P reserves.
Certain members of the Group will not guarantee the obligations under the Notes.
As at 31 December 2013, after giving effect to the issue and sale of the Notes and
the application of the proceeds thereof as described under “
Use of proceeds
”, on a
consolidated basis, the members of the Group that will not guarantee the Notes
(the “
Non-Guarantors
”) would have had $100.0 million in borrowings
outstanding.
The Note Guarantees will be subject to contractual and legal limitations under
relevant local law and may be released under certain circumstances. See “
Risk
factors—Risks related to the Notes and the Structure of the Offering.
”
Ranking of the Note Guarantees ..
The Note Guarantee of each Guarantor:
• will be a general obligation of that Guarantor;
• will rank
pari passu
in right of payment with any existing and future
Indebtedness of such Guarantor that is not expressly contractually
subordinated in right of payment to such Note Guarantee;
• will rank senior in right of payment to any existing and future Indebtedness of
such Guarantor that is expressly contractually subordinated in right of
payment to the relevant Note Guarantee; and
• will be effectively subordinated in right of payment to any existing and future
Indebtedness of such Guarantor that is secured by property or assets that do
not secure its Note Guarantee, to the extent of the value of such property and
assets securing such other Indebtedness; and
• will be structurally subordinated to all obligations of the Issuer’s subsidiaries
that are not Guarantors.
The Note Guarantees will be subject to release under certain circumstances. See
“
Description of Notes—Note Guarantees Release.
”
Optional Redemption ....................
Prior to 4 August 2017, the Issuer may, at its option, on any one or more
occasions, redeem up to 35% of the aggregate principal amount of the Notes
(including any additional Notes issued after the Issue Date) at a redemption price
equal to 109.500% of the principal amount of the Notes redeemed; plus accrued
and unpaid interest and additional amounts, if any, up to but not including, the
redemption date, with all or a portion of the net proceeds of certain equity
offerings; provided that at least 65% of the aggregate principal amount of the
Notes issued under the Indenture remains outstanding immediately after the
occurrence of such redemption and provided further that such redemption occurs
within 180 days after the date of the closing of such equity offering. See
“
Description of Notes—Optional Redemption
.”
Prior to 4 August 2017, the Issuer may redeem, at its option, in whole or in part,
the Notes at a redemption price equal to 100% of the principal amount of the Notes
to be redeemed, plus the applicable “make-whole” premium described in this
Offering Memorandum and accrued and unpaid interest to, but not including, the
redemption date. See “
Description of Notes—Optional Redemption.
”
On or after 4 August 2017, the Issuer may on any one or more occasions redeem
all or part of the Notes at the redemption prices set forth under the caption
“
Description of Notes—Optional Redemption
” plus accrued and unpaid interest
and additional amounts, if any, up to but not including, the redemption date. See
“
Description of Notes—Optional Redemption.
”
Optional Redemption for Tax
Reasons .......................................
In the event of certain changes in the law of any relevant tax jurisdiction that
would require the payment of additional amounts on the Notes, the Issuer may
