JPMorgan - KASE

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Unrestricted Global Note, which will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. During an initial 40-day period, beneficial interests in the Unrestricted Global Note must be held through Euroclear or Clearstream, Luxembourg. Transfers of beneficial interests between the Restricted Global Note and the Unrestricted Global Note are subject to certification requirements. The notes will be issued only in fully registered form, without coupons and in denominations of $10,000 and multiples of $1,000 in excess thereof for notes sold outside the United States in reliance on Regulation S and in denominations of $10,000 and any higher multiples of $1,000 in excess thereof for notes sold in the United States in reliance on Rule 144A. Transfer restrictions ........... The notes have not been and will not be registered under the Securities Act, under any applicable state securities laws or under any applicable Canadian provincial securities laws and are subject to restrictions on transfer. See “Transfer Restrictions”. Listing ........................ Wehave applied, through our listing agent, to list the notes on the Luxembourg Stock Exchange and the Irish Stock Exchange and intend to maintain one such listing. In addition, we will apply to list the notes on the Kazakhstan Stock Exchange. Trustee ........................ J.P.MorganCorporateTrusteeServicesLimited. Principal paying agent and co-registrar .................. <strong>JPMorgan</strong>Chase Bank, London branch. New York paying agent and registrar .................... <strong>JPMorgan</strong>Chase Bank, New York branch. Luxembourg paying agent and co-registrar .................. J.P.MorganBank Luxembourg S.A. Governing law ................ NewYork. Risk factors ................... Prospective purchasers of the notes should carefully consider all of the information set forth in this offering memorandum and, in particular, the information set forth under “Risk Factors” and “Transfer Restrictions” before making an investment in the notes. Selling restrictions ............ There are restrictions on persons that can be sold notes, and on the distribution of this offering memorandum, as described under “Plan of Distribution”. 8
Organizational Structure The following diagram illustrates the issuer and our principal operating entities. In connection with the offering, Hurricane Finance B.V. is issuing the notes. Hurricane, HKM and HOP will fully and unconditionally, jointly and severally, guarantee the notes on an unsubordinated basis. Š Š Š Š Š Š Š Š Š The issuer, Hurricane Finance B.V. (Netherlands), a special purpose entity, is a wholly owned subsidiary of HKM. Hurricane Hydrocarbons Ltd. (Canada) is our corporate head office that directly or indirectly owns all of the other companies within the Hurricane group. Ascot Petroleum Consulting Ltd. (England) provides management services to companies in the Hurricane group. Hurricane Overseas Limited (Cyprus) is an intermediate holding company. Hurricane Marketing Limited (Cyprus) is a crude oil marketing subsidiary of the Hurricane group. Hurricane Overseas Services Inc. (Canada and Kazakhstan) supplies international goods and services for Hurricane’s Kazakhstani operations and provides personnel services to the group. Valsera Holdings B.V. (Netherlands) is the holding company for our refining activities. Turgai Petroleum CJSC (Kazakhstan) is a 50% joint venture with LUKoil Oil Company of Russia engaged in developing the Kumkol field. Kazgermunai LLP (Kazakhstan) is a 50% joint venture with RWE-DEA AG (25%), Erdöl-Erdgas Gommern GmbH (17.5%), and International Finance Corporation (7.5%) engaged in developing the Akshabulak, Nurali and Aksai fields. 9
Page 1 and 2: Offering Circular Hurricane Finance
Page 3 and 4: Moscow RUSSIA SAMARA Ufa OMSK RUSSI
Page 5 and 6: Š Š you have made certain acknowl
Page 7 and 8: Unless otherwise indicated, all ref
Page 9 and 10: Notice to New Hampshire Residents N
Page 11 and 12: Offering Memorandum Summary This su
Page 13 and 14: have a network of sales, storage an
Page 15 and 16: Š our QAM pipeline construction pr
Page 17: a senior intercompany loan to HKM.
Page 21 and 22: Nine Months Ended Year Ended Decemb
Page 23 and 24: Year Ended December 31, 2001 Nine M
Page 25 and 26: construction of the plant, anticipa
Page 27 and 28: Inadequate infrastructure could adv
Page 29 and 30: fully prohibit us from doing so. In
Page 31 and 32: Kazakhstan’s foreign investment,
Page 33 and 34: subsoil user and the Kazakhstani go
Page 35 and 36: In general, estimates of economical
Page 37 and 38: thereon and any other amounts owed
Page 39 and 40: Selected Historical Consolidated Fi
Page 41 and 42: Management’s Discussion and Analy
Page 43 and 44: (11,642 tonnes per day) in Septembe
Page 45 and 46: Adoption of Certain Accounting Stan
Page 47 and 48: The following table sets out the so
Page 49 and 50: The total royalty and tax expense f
Page 51 and 52: perform a quarterly ceiling test. T
Page 53 and 54: The increase in FCA differentials p
Page 55 and 56: In addition, we incurred production
Page 57 and 58: plan. The CCAA plan was implemented
Page 59 and 60: Royalties Royalties increased from
Page 61 and 62: Cash is managed centrally through t
Page 63 and 64: Š completion of the gas utilizatio
Page 65 and 66: Competitive Strengths We believe th
Page 67 and 68: Š refurbishing and recommissioning
Page 69 and 70:
The daily business of Kazgermunai i
Page 71 and 72:
Kumkol North. We have a 50% interes
Page 73 and 74:
are currently five producing wells.
Page 75 and 76:
Estimated Reserves and Present Wort
Page 77 and 78:
The following table sets forth a re
Page 79 and 80:
The following tables show our avera
Page 81 and 82:
amended in April 1999, required Kaz
Page 83 and 84:
price we paid for the shares of HKM
Page 85 and 86:
expenditures or investments. The ag
Page 87 and 88:
Several investments with high profi
Page 89 and 90:
In addition, we have opened new rou
Page 91 and 92:
On January 8, 2003, the President o
Page 93 and 94:
As a result of these discussions, H
Page 95 and 96:
Management Directors and Senior Man
Page 97 and 98:
and managerial positions. In 1992,
Page 99 and 100:
approved by our shareholders in Nov
Page 101 and 102:
Related Party Transactions Set fort
Page 103 and 104:
Indebtedness of Directors and Senio
Page 105 and 106:
Prepayments HKM may voluntarily pre
Page 107 and 108:
guarantees any Indebtedness of an O
Page 109 and 110:
will also (i) make such withholding
Page 111 and 112:
The Change of Control Offer will re
Page 113 and 114:
shown on the most recent balance sh
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(a) no Default or Event of Default
Page 117 and 118:
Disqualified Stock and will not per
Page 119 and 120:
transaction are at least equal to t
Page 121 and 122:
in HKM or HOP respectively, from th
Page 123 and 124:
Restricted Subsidiary sell, assign,
Page 125 and 126:
(2) reduce the rate of interest on
Page 127 and 128:
Issuer may, at its option and at an
Page 129 and 130:
(g) waive a redemption payment with
Page 131 and 132:
issue date of the Notes within the
Page 133 and 134:
Exchange of Global Notes for Defini
Page 135 and 136:
Luxembourg or their respective dire
Page 137 and 138:
the Company or to a Guarantor, (e)
Page 139 and 140:
“Consolidated Net Income” means
Page 141 and 142:
excluded, and (iii) the Fixed Charg
Page 143 and 144:
shall be deemed to make an “Inves
Page 145 and 146:
or is liquidated into, the Company
Page 147 and 148:
Value, as appropriate, of such prop
Page 149 and 150:
“Wholly Owned Restricted Subsidia
Page 151 and 152:
Sale, Redemption or Retirement of t
Page 153 and 154:
Tax on Income and Capital Gains A h
Page 155 and 156:
Plan of Distribution Subject to the
Page 157 and 158:
Pre-Issue Trades Settlement It is e
Page 159 and 160:
Regulation S Notes By purchasing no
Page 161 and 162:
The issuer’s principal activities
Page 163 and 164:
Lengesskoe Shosse, Shymkent, Yuzhna
Page 165 and 166:
4 The issue of the notes was author
Page 167 and 168:
Hurricane Hydrocarbons Ltd. Interim
Page 169 and 170:
Hurricane Hydrocarbons Ltd. Interim
Page 171 and 172:
3 months ended September 30, 2002 U
Page 173 and 174:
3 months ended September 30, 2001 U
Page 175 and 176:
9 months ended September 30, 2001 T
Page 177 and 178:
Repayment Long term debt principal
Page 179 and 180:
14 Net Income Per Share The income
Page 181 and 182:
accordingly no compensation cost ha
Page 183 and 184:
Management’s Report All informati
Page 185 and 186:
Comments by auditor for U.S. reader
Page 187 and 188:
Hurricane Hydrocarbons Ltd. Consoli
Page 189 and 190:
Hurricane Hydrocarbons Ltd. Notes t
Page 191 and 192:
accordance with current legislation
Page 193 and 194:
In addition the Corporation has now
Page 195 and 196:
Upstream Downstream Eliminations Co
Page 197 and 198:
The crude oil sales elimination of
Page 199 and 200:
The Canadian Notes contained certai
Page 201 and 202:
Interest expense Interest expense f
Page 203 and 204:
14 Income Taxes The Corporation and
Page 205 and 206:
investments or other items that may
Page 207 and 208:
19 Related Party Transactions Durin
Page 209 and 210:
Consolidated Balance Sheets The app
Page 211 and 212:
Legal Proceedings The Corporation h
Page 213 and 214:
Non-FCA sales ................ Oil
Page 215 and 216:
APPENDIX B: The Republic of Kazakhs
Page 217 and 218:
Under the Constitution, the Preside
Page 219 and 220:
International Organizations and Int
Page 221 and 222:
The Kazakhstan Economy Overview Kaz
Page 223 and 224:
Principal Sectors of the Economy Hi
Page 225 and 226:
Oil and Gas For Oil and Gas see Ann
Page 227 and 228:
Public Finance Introduction Fiscal
Page 229 and 230:
The exchange rate regime adopted in
Page 231 and 232:
The following table sets forth data
Page 233 and 234:
(This page has been left blank inte
Page 235 and 236:
Exports General In 2001, the export
Page 237 and 238:
‰ preparing and implementing new
Page 239:
THE ISSUER Hurricane Finance B.V. S
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JPMorgan - KASE

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