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Future trading prices for the Notes will depend on many factors, including, among other things, prevailing interest rates,
the Group’s operating results and the market for similar securities. Historically, the market for non-investment grade
securities has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the
Notes. The liquidity of a trading market for the Notes may be adversely affected by a general decline in the market for
similar securities and is subject to disruptions that may cause volatility in prices. The trading market for the Notes may
attract different investors and this may affect the extent to which the Notes may trade. It is possible that the market for
the Notes will be subject to disruptions. Any such disruption may have a negative effect on you, as a holder of Notes,
regardless of the Group’s prospects and financial performance. As a result, there is no assurance that there will be an
active trading market for the Notes. If no active trading market develops, you may not be able to resell your holding of
the Notes at a fair value, if at all. Although an application has been made for the Notes to be listed on the Official List of
the Irish Stock Exchange and to be admitted to trading on the Global Exchange Market, the Group cannot assure you that
the Notes will be or remain listed. Although no assurance is made as to the liquidity of the Notes as a result of the
admission to trading on the Global Exchange Market, failure to be approved for listing or the delisting (whether or not
for an alternative admission to listing on another stock exchange) of the Notes, as applicable, from the Official List of the
Irish Stock Exchange may have a material effect on the ability of a holder of Notes to resell the Notes, as applicable, in
the secondary market.
The audit reports of Deloitte LLP included in this Offering Memorandum include statements purporting to limit the
persons that may rely on such reports and the opinions contained therein.
The audit reports of Deloitte LLP for each of the years ended 31 December 2011, 2012 and 2013, which are included in
this Offering Memorandum, include a statement to the effect that Deloitte LLP does not accept or assume responsibility
for any other purpose or to anyone other than the members of the Group, as a group, for its audit reports or the opinions
it has formed. If a court were to give effect to this limiting language, the recourse that holders of Notes may have against
the independent auditor based on its report could be limited.
You may face currency exchange risks by investing in the Notes.
The Notes are denominated and payable in US Dollars. If you measure your investment returns by reference to a
currency other than US Dollars, investment in such Notes entails currency exchange related risks due to, among other
factors, possible significant changes in the value of the US Dollar relative to the currency you use to measure your
investment returns, caused by economic, political and other factors which affect exchange rates and over which the
Group has no control. Depreciation of the US Dollar against the currency by reference to which you measure your
investment returns would cause a decrease in the effective yield of the Notes below their stated coupon rates and could
result in a loss to you when the return on the Notes is translated into the currency by reference to which you measure
your investment returns. There may be tax consequences for you as a result of any currency exchange gains or losses
resulting from your investment in the Notes. You should consult your tax advisor concerning the tax consequences to
you of acquiring, holding and disposing of the Notes.
It may be difficult or impossible for shareholders to enforce judgments against the Group, its Directors and members
of senior management.
The Group has its head office in Bahrain and its operational hub in Kuwait. Its operating assets are held by companies
incorporated in, and governed by, the laws of Egypt, the British Virgin Islands, Oman and Latvia. All Group assets are
located in jurisdictions outside the European Union and the United States. In addition, certain of the Directors and senior
management of the Group reside in Kuwait and all or a portion of their personal assets may be located in Kuwait and/or
other jurisdictions outside the European Union and the United States. As such, it may be difficult or impossible to effect
service of process within the United States or any jurisdiction in the European Union upon the Group, its Directors, or
members of senior management, or to recover on judgments of courts of Member States or US courts including
judgments predicated upon civil liability provisions of US federal securities laws or European Union laws, as the case
may be. There can be no assurance that investors would have recourse to the courts of Kuwait.
