JPMorgan - KASE
JPMorgan - KASE
JPMorgan - KASE
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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 />
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