Bond Offering Memorandum 23 July 2014 - page 523

KUWAIT ENERGY plc GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2012
F-118
31.
CONTINGENT LIABILITIES AND CAPITAL COMMITMENT (CONTINUED)
2012
2011
USD 000’s
USD 000’s
b) Other contingent liabilities - letters of guarantee
2,423
16,466
c) Capital commitments (other than covered by
letters of guarantee)
114,200
84,952
d) Agreement to purchase shares
The Chief Operating Officer (‘COO’) of the company has entered into an agreement with a third party on behalf
of the company to purchase a specified number of shares of the company held by that third party. Depending on
the outcome of certain future events, and unless otherwise agreed, the company may be required to lend the COO
the purchase price of the shares, approximately USD 11 Million, until such time as the COO is able to sell the
shares and repay the loan to the company.
29.
ACQUISITION OF NEW SUBSIDIARY IN YEMEN
On 31 January 2013 the Group completed the acquisition of 100% of Jannah Hunt Oil Company (‘Hunt’), a
company with oil and gas assets in Yemen. The acquisition of Hunt added a 15% participating interest in the
producing block 5 licence. The transaction completed on 31 January 2013 for a headline purchase price of USD
140 million. The transaction will be accounted for in 2013 as a business combination in accordance with IFRS 3 –
Business Combinations. As at the date of authorisation for issue of these financial statements the initial
accounting for the business combination is incomplete due to the proximity of the completion date to the date of
authorisation of these financial statements. As a result the Group is unable to disclose the provisional fair values
of the assets and liabilities acquired or identify resulting goodwill or contingent liabilities.
As at 31 December 2012, the Company had paid USD 30 Million as advance for acquisition.
30.
SUBSEQUENT EVENTS
Subsequent to the year end the group has announced the acquisition of 100% of Jannah Hunt oil Company as
mentioned in note 32.
In order to fund the acquisition, on the 28 January 2013 the Group entered into a Master Wakala Agreement
with Kuwait International Bank for USD 25 Million. The loan facility is due for repayment on 30 April 2013,
along with associated finance costs of USD 0.4 Million.
31.
PROPOSED DIVIDENDS
The Board of Directors proposed to distribute nil dividends per share for 2012 (2011: 0.045 Pounds Sterling).
This proposal is subject to the approval of the Annual General Meeting. During the year 2011 the dividend
declared by the Group amounted to USD 23,063 thousand and was paid during the year 2012.
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