iii
Any person who receives this Offering Memorandum but does not fall within one of the preceding categories of relevant
person should return it immediately to Kuwait Energy plc.
This Offering Memorandum does not constitute a prospectus for the Prospectus Rules and is therefore not an approved
prospectus for the purposes of, and as defined by, section 85 of FSMA. This Offering Memorandum has not been
approved by the Financial Conduct Authority or any other competent authority on the grounds that the Notes are being
offered solely to “qualified investors” as defined in section 86(7) of FSMA and therefore the offer of Notes is not subject
to the obligation to publish a prospectus under section 85 of FSMA.
Notice to Dubai International Financial Centre Residents
This document relates to an Exempt Offer in accordance with the Markets Rules of the Dubai Financial Services
Authority. This document is intended for distribution only to Professional Clients or Persons of the types specified in
those rules. It must not be delivered to, or relied on by any other Person.
The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection
with Exempt Offers. The Notes will not be admitted to the Official List of Securities of the DFSA and will not be traded
on an Authorised Market Institution or Regulated Exchange (as defined in the Glossary Rulebook of the Dubai Financial
Services Authority). The Dubai Financial Services Authority has not approved this document nor taken steps to verify
the information set out in it, and has no responsibility for it.
The Notes to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective
purchasers of Notes offered should conduct their own due diligence on the Notes.
If you do not understand the contents of this document you should consult an authorised financial adviser.
Notice to United Arab Emirates Residents
These materials are not intended to constitute an offer or sale of any securities under the laws of the United Arab
Emirates (“
UAE
”) and have not been reviewed, approved or authorised by the Central Bank of the UAE, the Securities
and Commodities Authority of the UAE, or any other relevant authority in the UAE (together, the “
Authorities
”). The
Notes may not be offered or sold directly or indirectly in the UAE.
None of the Issuer, the Guarantors, the Group or the Initial Purchaser has received any authorisation or licence from any
of the Authorities to market, offer or sell the Notes within the UAE and no marketing, offering or sale of the Notes will
take place in the UAE. None of the Issuer, any of the Guarantors, the Group or the Initial Purchaser is a licensed broker,
dealer, investment advisor or financial adviser under the laws of the UAE or provides any brokerage, dealer, investment
advisory or financial advisory services in the UAE. No marketing of any financial products or services has been or will
be made from within the UAE and no subscription to any services may or will be consummated within the UAE. These
materials are for information purposes only and nothing in these materials is intended to endorse or commend a
particular course of action.
These materials are strictly private and confidential and are being distributed to a limited number of sophisticated and/or
professional investors upon their request. They do not constitute an offer of securities in the UAE under the Federal Law
No. 8 of 1984 concerning Commercial Companies (as amended) or otherwise. These materials and any other offering
material do not constitute a public offer or advertisement or solicitation to the public, are intended only for the individual
recipients thereof to whom the materials are personally provided and may not be reproduced or used for any other
purpose.
Notice to Qatar Residents
This offering is not intended to constitute an offer, sale or delivery of securities under the laws of the State of Qatar. The
offer of Notes has not been and will not be licensed pursuant to Law No. 33 of 2005 (“
QFMA Law
”) establishing the
Qatar Financial Markets Authority (“
QFMA
”) and the regulatory regime thereunder (including in particular the QFMA
Regulations issued vide QFMA Board Resolution No. 1 of 2008, QFMA Offering and Listing Rulebook of Securities of
November 2010 ("QFMA Securities Regulations") and the Qatar Exchange Rulebook of August 2010) or the rules and
regulations of the Qatar Financial Centre (“
QFC
”) or any laws of the State of Qatar.
The offer of Notes herein does not constitute a public offer of securities in the State of Qatar under the QFMA Securities
Regulations or otherwise under any laws of the State of Qatar.
