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The change of control provision contained in the Indenture may not necessarily afford you protection in the event of
certain important corporate events, including a reorganization, restructuring, merger or other similar transaction
involving the Group that may adversely affect you, because such corporate events may not involve a shift in voting
power or beneficial ownership or, even if they do, may not constitute a “change of control” (as defined in the Indenture).
Except as described under “
Description of Notes—Repurchase at the Option of Noteholders—Change of Control
”, the
Indenture does not contain provisions that require the Group to offer to repurchase or redeem the Notes in the event of a
reorganization, restructuring, merger, recapitalization or similar transaction.
The definition of Change of Control in the Indenture will include a disposition of all or substantially all of the assets of
the Issuer and its restricted subsidiaries taken as a whole to any person. Although there is a limited body of case law
interpreting the phrase “all or substantially all”, there is no precise established definition of the phrase under applicable
law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction
would involve a disposition of “all or substantially all” of the assets of the Issuer and its restricted subsidiaries taken as a
whole. As a result, it may be unclear whether a Change of Control has occurred and whether the Issuer is required to
make an offer to repurchase the Notes.
The insolvency laws of Jersey and other local insolvency laws may not be as favorable to you as the US bankruptcy
laws and may preclude holders of Notes from recovering payments due on the Notes.
The Issuer is established under the laws of Jersey, and the Guarantors are established under the laws of Jersey, the British
Virgin Islands, Kuwait and Egypt. Consequently, in the event of a bankruptcy or insolvency of the Issuer or any of the
Guarantors, insolvency proceedings with respect to the Issuer or the Guarantors would most likely be based on and
governed by the insolvency laws of the jurisdiction under which the relevant entity is established. The insolvency laws of
Jersey, the British Virgin Islands, Kuwait and Egypt may be less favorable to your interests as creditors than the
bankruptcy laws of the United States or another jurisdiction with which you may be familiar, in particular with respect to
priority of creditors, ability to obtain post-petition interest and the duration of the insolvency proceedings. The
application of these laws, and any conflict between them, may limit your ability to recover payments due on the Notes to
an extent exceeding the limitations arising under other insolvency laws. See also “
Certain insolvency law and local law
limitations on guarantees
” for additional information on the insolvency laws of Jersey, the British Virgin Islands,
Kuwait and Egypt.
You may be unable to enforce judgments obtained in US courts against the Issuer and Guarantors.
The Issuer and the Guarantors are companies incorporated outside the United States. Most of the Issuer’s Directors and
executive officers and the directors and executive officers of the Guarantors are not residents of the United States.
Although the Issuer and the Guarantors have submitted to the jurisdiction of certain New York courts in connection with
any action under US securities laws, you may be unable to effect service of process within the United States on the
Issuer’s Directors and executive officers or the directors or executive officers of the Guarantors. In addition, as most of
the Issuer’s and each Guarantor’s assets and those of their respective directors and executive officers are located outside
of the United States, you may be unable to enforce against them judgments obtained in the US courts predicated upon
civil liability provisions of the Federal securities laws of the United States. See “
Certain insolvency law and local law
limitations on guarantees—Service of process and enforceability of US judgments.
”
The United States and Jersey do not currently have a treaty providing for reciprocal recognition and enforcement of
judgments in civil and commercial matters (with the exception of arbitration awards). Therefore, a final judgment for
payment of money rendered by a federal or state court in the United States based on civil liability, whether predicated
solely upon US federal securities laws, may not be enforceable, either in whole or in part, in Jersey. Furthermore, the
jurisdictions in which the Guarantors are incorporated do not have a treaty in place for the mutual enforcement of court
judgments with the United States, which may make it difficult or impossible to effect service of process upon the
Guarantors.
Credit ratings may not reflect all risks, are not recommendations to buy or hold securities and may be subject to
revision, suspension or withdrawal at any time.
On the Issue Date, the Notes are expected to receive a rating of B- by each of Standard and Poor’s (“
S&P
”) and Fitch,
Inc. (“
Fitch
”). One or more additional independent credit rating agencies may assign credit ratings to the Notes. The
credit ratings address the Issuer’s and the Guarantors’ ability to perform their obligations under the terms of the Notes
and credit risks in determining the likelihood that payments will be made when due under the Notes. The ratings may not
reflect the potential impact of all risks related to the structure, market, additional risk factors discussed above and other
factors that may affect the value of the Notes. Factors which may result in a downgrade in rating or outlook include the
performance of the Group’s exploration, appraisal and development programmes, the Group’s reserves and resources,
and the Group’s ability to successfully complete disposals of certain assets, agree farm out or similar financings in
