JPMorgan - KASE
JPMorgan - KASE JPMorgan - KASE
The issue costs related to the Notes are $1.8 million and are recorded as deferred charges, and will be amortized, as well as $0.7 million of deferred charges related to the Term Facility (see below). Long term debt of Kazgermunai The Kazgermunai debt is non-recourse to the Corporation. The amounts included below represent 50% of the total debt, which has been included in the financial statements on a proportionate consolidation basis (see Note 6). As at December 31 2001 2000 Kazgermunai senior debt ................................................................ 27,319 50,167 Kazgermunai subordinated debt .......................................................... 22,181 21,196 Loan from government of Kazakhstan ..................................................... 11,568 10,685 61,068 82,048 Kazgermunai senior debt The senior debt bears interest at LIBOR plus 3% and is unsecured. Accrued interest is added to the principal on a semi-annual basis. During the year ended December 31, 2001 Kazgermunai repaid $26.7 million of principal and interest accrued on its senior debt. Kazgermunai subordinated debt The subordinated debt bears interest at LIBOR plus 3% and is unsecured. Accrued interest is added to the principal on a semi-annual basis. Repayment of the debt will begin after full repayment of the senior partner debt. Loan from government of Kazakhstan The loan from the government of Kazakhstan relates to exploration and development work performed by Yuzneftegas, a state owned enterprise that was purchased by Hurricane Kumkol Limited in 1996 and Yuzneftegas subsequently had its name changed to Hurricane Kumkol Munai, on the Akshabulak, Nuraly and Aksai fields prior to the formation of Kazgermunai. The loan bears interest at LIBOR plus 3% and is unsecured. Accrued interest is added to the principal on a semi-annual basis. Repayment of the debt will begin after full repayment of the senior debt. Kazgermunai is restricted from paying dividends until all outstanding loans have been repaid in full. Term facility The Corporation entered into a secured, Term Facility for $60 million. The facility will be repaid in fifteen equal monthly installments commencing October 2002 and bears interest at LIBOR plus 3.5%. As at December 31, 2001 the Corporation had drawn $20 million under this facility, $4 million of which is classified as short-term debt as of December 31, 2001. ShNOS bonds On March 20, 2001 ShNOS registered 250,000 unsecured bonds (par value $100) in the amount of $25 million with the National Securities Commission of the Republic of Kazakhstan (the “ShNOS bonds”). The ShNOS bonds have a three-year maturity, are due on March 31, 2004 and bear a coupon rate of 10% per annum. The ShNOS bonds are listed on the Kazakh Stock Exchange. As at December 31, 2001 134,800 bonds had been issued for consideration of $13.2 million. The ShNOS bonds contain certain covenants including a limitation on indebtedness. F-35
Interest expense Interest expense for the year ended December 31, 2001 and 2000 was $19.5 million and $18.7 million respectively of which interest related to long term debt was $15.87 million and $0.11 million respectively. Interest expense for the year ended December 31, 1999 was $23.87 million all of which was related to short-term debt. 13 Share Capital (a) Authorized share capital consists of an unlimited number of Class A common shares, and an unlimited number of Class B redeemable preferred shares, issuable in series. Issued Class A common shares: As at December 31 2001 2000 Number Amount Number Amount Balance, beginning of year ...................................... 79,808,673 203,930 44,512,359 105,245 Stock options exercised for cash .................................. 353,550 589 1,771,900 2,256 Shares issued for ShNOS acquisition (Note 3) ....................... — — 19,430,543 57,082 Special Warrants issued and converted on ShNOS acquisition (e) ..... — — 4,067,381 11,949 Corresponding convertible securities, converted (f (i)) ............... 93,018 96 675,710 872 Special Warrants issued for cash and converted (d) ................. — — 9,346,000 25,082 Corresponding convertible securities ............................. — — — 2,910 Series 5 warrants converted (b) .................................. 2,200 8 4,780 20 Redemption of Series 5warrants (b) .............................. — (1,799) — — Redemption of corresponding convertible securities (c) ............. — (3,878) — — Cancelled shares (g) ............................................ (153,657) (440) — Less costs of issue .............................................. — — — (1,486) Balance, end of year ............................................ 80,103,784 198,506 79,808,673 203,930 (b) On March 26, 1997, the Corporation issued 110,000 Special Warrants (see Note 11). Each Special Warrant was exercisable, partially into 45 Series 5 Warrants. As described in Note 11, C$2.5 million (U.S.$1.8 million) of the proceeds were allocated to the Series 5 Warrants. Each Series 5 Warrant entitled the holder to purchase one common share of the Corporation at a price of Canadian $6.25 until March 26, 2002. The Special Warrants were deemed to be exercised 5 days after a receipt was issued for the prospectus which was dated July 21,1997; accordingly, 4,950,000 Series 5 Warrants were issued. All 4,950,000 Series 5 warrants were outstanding at December 31, 1999. 2,200 warrants were exercised during the period ended December 31, 2001 (4,780 during the period ended December 31, 2000). The Corporation reached an agreement with the Series 5 warrant holders to redeem 4,943,020 of the outstanding Series 5 warrants on February 23, 2001 at C$2.90 per warrant for a total consideration of $9.425 million. $1.799 million was recorded as a reduction of share capital based upon the average cost of each warrant at issuance, and the remaining $7.626 was recorded as an increase in the Corporation’s deficit. On February 23, 2001, 2,200 Series 5 warrants were exercised and as at December 31, 2001 there were no outstanding Series 5 warrants. (c) Simultaneously, the corresponding convertible securities associated with the Series 5 warrants were redeemed under the same terms as the Series 5 warrants at C$2.90 per corresponding convertible security for total consideration of $3.878 million. On February 23, 2001, 906 of these corresponding convertible securities were exercised and as at December 31, 2001 there were no outstanding corresponding convertible securities associated with the Series 5 warrants. (d) On March 7, 2000, the Corporation completed a private placement of 9,346,000 Special Warrants at a price of C$36 million (equivalent U.S. $25 million). Each Special Warrant entitled the holder thereof to acquire, at no additional cost, one Common Share of the Corporation until five days after receipt was issued for the prospectus, which was dated July 6, 2000. All of the Special Warrants were exercised before the expiry date. (e) On March 31, 2000, in connection with the acquisition of ShNOS, the Corporation issued 4,067,381 Corresponding Special Warrants, which enabled the holder to acquire, at no additional cost, one common share of the Corporation under the same terms as the Special Warrants discussed in (d) above. All of the Corresponding Special Warrants were exercised before the expiry date. F-36
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- Page 191 and 192: accordance with current legislation
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Interest expense<br />
Interest expense for the year ended December 31, 2001 and 2000 was $19.5 million and $18.7<br />
million respectively of which interest related to long term debt was $15.87 million and $0.11<br />
million respectively. Interest expense for the year ended December 31, 1999 was $23.87 million<br />
all of which was related to short-term debt.<br />
13 Share Capital<br />
(a) Authorized share capital consists of an unlimited number of Class A common shares, and an<br />
unlimited number of Class B redeemable preferred shares, issuable in series.<br />
Issued Class A common shares:<br />
As at December 31<br />
2001 2000<br />
Number Amount Number Amount<br />
Balance, beginning of year ...................................... 79,808,673 203,930 44,512,359 105,245<br />
Stock options exercised for cash .................................. 353,550 589 1,771,900 2,256<br />
Shares issued for ShNOS acquisition (Note 3) ....................... — — 19,430,543 57,082<br />
Special Warrants issued and converted on ShNOS acquisition (e) ..... — — 4,067,381 11,949<br />
Corresponding convertible securities, converted (f (i)) ............... 93,018 96 675,710 872<br />
Special Warrants issued for cash and converted (d) ................. — — 9,346,000 25,082<br />
Corresponding convertible securities ............................. — — — 2,910<br />
Series 5 warrants converted (b) .................................. 2,200 8 4,780 20<br />
Redemption of Series 5warrants (b) .............................. — (1,799) — —<br />
Redemption of corresponding convertible securities (c) ............. — (3,878) — —<br />
Cancelled shares (g) ............................................ (153,657) (440) —<br />
Less costs of issue .............................................. — — — (1,486)<br />
Balance, end of year ............................................ 80,103,784 198,506 79,808,673 203,930<br />
(b) On March 26, 1997, the Corporation issued 110,000 Special Warrants (see Note 11). Each<br />
Special Warrant was exercisable, partially into 45 Series 5 Warrants. As described in Note 11,<br />
C$2.5 million (U.S.$1.8 million) of the proceeds were allocated to the Series 5 Warrants. Each<br />
Series 5 Warrant entitled the holder to purchase one common share of the Corporation at a<br />
price of Canadian $6.25 until March 26, 2002. The Special Warrants were deemed to be<br />
exercised 5 days after a receipt was issued for the prospectus which was dated July 21,1997;<br />
accordingly, 4,950,000 Series 5 Warrants were issued. All 4,950,000 Series 5 warrants were<br />
outstanding at December 31, 1999. 2,200 warrants were exercised during the period ended<br />
December 31, 2001 (4,780 during the period ended December 31, 2000).<br />
The Corporation reached an agreement with the Series 5 warrant holders to redeem 4,943,020 of<br />
the outstanding Series 5 warrants on February 23, 2001 at C$2.90 per warrant for a total<br />
consideration of $9.425 million. $1.799 million was recorded as a reduction of share capital based<br />
upon the average cost of each warrant at issuance, and the remaining $7.626 was recorded as an<br />
increase in the Corporation’s deficit. On February 23, 2001, 2,200 Series 5 warrants were exercised<br />
and as at December 31, 2001 there were no outstanding Series 5 warrants.<br />
(c) Simultaneously, the corresponding convertible securities associated with the Series 5<br />
warrants were redeemed under the same terms as the Series 5 warrants at C$2.90 per<br />
corresponding convertible security for total consideration of $3.878 million. On February 23,<br />
2001, 906 of these corresponding convertible securities were exercised and as at<br />
December 31, 2001 there were no outstanding corresponding convertible securities<br />
associated with the Series 5 warrants.<br />
(d) On March 7, 2000, the Corporation completed a private placement of 9,346,000 Special<br />
Warrants at a price of C$36 million (equivalent U.S. $25 million). Each Special Warrant<br />
entitled the holder thereof to acquire, at no additional cost, one Common Share of the<br />
Corporation until five days after receipt was issued for the prospectus, which was dated<br />
July 6, 2000. All of the Special Warrants were exercised before the expiry date.<br />
(e) On March 31, 2000, in connection with the acquisition of ShNOS, the Corporation issued 4,067,381<br />
Corresponding Special Warrants, which enabled the holder to acquire, at no additional cost, one<br />
common share of the Corporation under the same terms as the Special Warrants discussed in (d)<br />
above. All of the Corresponding Special Warrants were exercised before the expiry date.<br />
F-36