18.03.2014 Views

JPMorgan - KASE

JPMorgan - KASE

JPMorgan - KASE

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Lengesskoe Shosse, Shymkent, Yuzhna-Kazakhstanskaya Oblast, Republic of Kazakhstan and its<br />

principal administrative office at 204 Karasai Batyr Street, Almaty, Republic of Kazakhstan.<br />

Shymkent Oil Refinery was first commissioned in 1985. On December 31, 1993, it was registered<br />

as Shymkentnefteorgsyntez Open Joint Stock Company by Resolution No. 251 of the South<br />

Kazakhstani Territorial State Property Committee dated December 30, 1993. On September 11,<br />

2002, it was re-registered under its current name and its registration number as shown in the<br />

uniform State register of legal entities maintained by the Ministry of Justice of Kazakhstan is 79-<br />

1958-AO(IU). See “Business — Corporate Development” and “— Downstream Operations —<br />

History of HOP”. Article 1.5 of HOP’s charter permits it to engage in any activity in which a<br />

Kazakhstan corporation may engage not otherwise prohibited by Kazakhstan law. So long as the<br />

notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock<br />

Exchange shall so require, copies of the statutory documents of HOP will be available for<br />

inspection at the office of the paying agent in Luxembourg. The outstanding securities of HOP<br />

consist of 62,322,701 shares (authorized charter capital of 100,000,000 Tenge and issued and<br />

paid-in share capital of 62,322,701 Tenge, divided into 61,928,201 voting common shares of 1<br />

Tenge nominal value each and 394,500 voting preferred shares of 1 Tenge nominal value each).<br />

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

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

HOP’s principal activities consist of the downstream operations of the Hurricane group: the<br />

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

Republic of Kazakhstan. See “Business — Downstream Operations”. HOP had unconsolidated<br />

revenues (before intercompany eliminations) of $349.7 million and $402.1 million for 2001 and<br />

2000, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results<br />

of Operations — Results of Operations”, Note 4 to the audited consolidated financial statements<br />

and Note 2 to the unaudited consolidated financial statements included herein for a segment<br />

breakdown of downstream versus upstream operating results. Factors affecting these results are<br />

discussed under “Management’s Discussion and Analysis of Financial Condition and Results of<br />

Operations — Overview — Factors affecting our results”. HOP’s primary assets consist of the<br />

Shymkent oil refinery. See “Business — Downstream Operations — Refining” for a description of<br />

the Shymkent oil refinery. HOP is not dependent on any single patent, license, industrial,<br />

commercial or financial contract or manufacturing process.<br />

The board of directors of HOP consists of Messrs. Marlo Thomas and Christian Cleret. See<br />

“Management”.<br />

General<br />

For a discussion of legal or arbitration proceedings affecting Hurricane, HKM and HOP, see<br />

“Business — Legal Proceedings”, Note 13 to the unaudited consolidated financial statements<br />

included herein and Note 16 to the audited consolidated financial statements included herein.<br />

For a discussion of significant investments made by Hurricane, HKM and HOP over the last three<br />

fiscal years, see “Business — Corporate Development — The HOP Acquisition”, Note 6 to the<br />

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

consolidated financial statements included herein.<br />

For a discussion of capital expenditures and commitments of Hurricane, HKM and HOP, see<br />

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

Liquidity and Capital Resources — Capital Expenditures” and “— Commitments”, “Business —<br />

Upstream Operations — Material Licenses”, “— Downstream Operations — The HOP Privatization<br />

Agreement” and Note 16 to the audited consolidated financial statements included herein.<br />

153

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!