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JPMorgan - KASE

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The issuer’s principal activities consist of acting as a finance subsidiary for the Hurricane group.<br />

The issuer has not engaged in any other business activity since its inception and will be restricted<br />

by the terms of the indenture from engaging in any business activity or undertaking any other<br />

activity other than certain activities relating to the notes. See “Description of the Notes —<br />

Certain Covenants — Limitation on Activities of Issuer and Valsera”. The issuer has generated no<br />

revenues during the last two fiscal years. The issuer does not have any facilities and does not own<br />

any real estate. The issuer is not dependent on any patents, licenses, industrial, commercial or<br />

financial contracts or manufacturing processes and is not party to any legal or arbitration<br />

proceedings. Other than in connection with the intercompany loan, the issuer has not made over<br />

the last three fiscal years and will not make any investments in assets or other entities.<br />

The issuer does not prepare separate financial statements. Other than those relating to the notes,<br />

the issuer does not have and will not have any outstanding indebtedness, borrowings or<br />

contingent liabilities. The sole managing director of the issuer is Equity Trust Co. N.V.<br />

Hurricane Hydrocarbons Ltd.<br />

Hurricane Hydrocarbons Ltd., one of the guarantors of the notes, is a corporation organized<br />

under the laws of the province of Alberta, Canada with its registered office and principal<br />

administrative office at SunLife Plaza, North Tower, Suite 1460, 140—4th Avenue S.W., Calgary,<br />

Alberta T2P 3N3, Canada and a principal administrative office at 31 Sheet Street, Windsor,<br />

Berkshire, SL4 1BY, England. Hurricane was incorporated in 1986. See “Business — Corporate<br />

Development” and “— Downstream Operations — History of HOP”. The memorandum of<br />

association of Hurricane permits it to engage in any activity in which a Canadian corporation may<br />

engage not otherwise prohibited by Canadian law. So long as the notes are listed on the<br />

Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange shall so require,<br />

copies of the statutory documents of Hurricane will be available for inspection at the office of<br />

the paying agent in Luxembourg. As reported in the notes to Hurricane’s most recent audited<br />

financial statements, the authorized share capital consists of an unlimited number of Class A<br />

common shares and an unlimited number of Class B redeemable preferred stock, issuable in<br />

series. As of December 31, 2001, 80,103,784 Class A common shares were issued and outstanding<br />

and no shares of Class B redeemable preferred stock were issued and outstanding. Hurricane’s<br />

Class A common shares are publicly traded on the Toronto and New York Stock Exchanges.<br />

Hurricane is the parent holding company for the members of the Hurricane group. See the<br />

organizational chart on page 9 of this offering memorandum for a description of Hurricane in<br />

relation to other members of the Hurricane group.<br />

Hurricane’s principal activities consist of acting as the parent holding company for the members<br />

of the Hurricane group and investment in companies engaged in the exploration for, and<br />

production, refining and export of, crude oil and the marketing of crude oil and refined products<br />

in the Republic of Kazakhstan. Hurricane provides various corporate services to the group and<br />

conducts no operating activities, which are conducted through its direct and indirect subsidiaries.<br />

See “Business — Upstream Operations” and “— Downstream Operations”. Hurricane had<br />

consolidated total revenues of $603.1 million and $523.2 million for 2001 and 2000, respectively.<br />

Hurricane leases office space in Calgary, Alberta and Windsor, England, but does not own any<br />

real estate. Hurricane is not dependent on any patents, licenses, industrial, commercial or<br />

financial contracts or manufacturing processes. For a discussion of Hurricane’s interest in the<br />

Turgai Petroleum joint venture which operates the Kumkol North and East Kumkol fields, see<br />

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”,<br />

“Business — Corporate Development — Turgai Petroleum”, “Business — Upstream Operations”,<br />

Note 3 to the unaudited consolidated financial statements included herein and Note 6 to the<br />

audited consolidated financial statements included herein. Reserve information with respect to<br />

each of these fields is set forth in “Business — Upstream Operations — Oil and Gas Reserves”.<br />

Information concerning the board of directors and principal officers of Hurricane is set forth<br />

under “Management”.<br />

151

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