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JPMorgan - KASE

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Risk Factors Related to Our Operations in Kazakhstan<br />

Adverse economic developments in Kazakhstan may materially affect our business.<br />

Since its independence from the Soviet Union in December 1991, Kazakhstan has been<br />

undergoing a rapid and uneven transition to a market-oriented economy and in prior years<br />

experienced high inflation and rapid currency devaluation. In addition, instability in other<br />

countries, such as Russia, has affected in the past, and may materially affect in the future,<br />

economic conditions in Kazakhstan. Our results of operations are significantly dependent on the<br />

Kazakhstani economy. We cannot assure you that the economic measures undertaken by the<br />

Kazakhstani government will be successful in improving economic conditions or that the<br />

transition to a market-oriented economy will be accomplished. Adverse economic conditions in<br />

Kazakhstan could have a material adverse effect on our financial condition and results of<br />

operations.<br />

Changes in the political environment in Kazakhstan may adversely affect our business.<br />

Kazakhstan is a former constituent republic of the Soviet Union. In 1991, it declared its<br />

independence from the Soviet Union. At the time of its independence, it became a member of<br />

the Commonwealth of Independent States. Because Kazakhstan has little history of political<br />

stability as an independent nation, there is significant potential for social, political, economic,<br />

legal and fiscal instability. These risks include, among other things:<br />

Š local currency devaluation;<br />

Š civil disturbances;<br />

Š exchange controls or availability of hard currency;<br />

Š changes in crude oil, export and transportation regulations;<br />

Š changes with respect to taxes, royalty rates, import and export tariffs, and withholding<br />

taxes on distributions to foreign investors;<br />

Š changes in antimonopoly legislation;<br />

Š nationalization or expropriation of property; and<br />

Š interruption or blockage of oil exports.<br />

Changes in Kazakhstani laws and regulations and the interpretation of those laws and<br />

regulations may adversely affect our business.<br />

HKM and HOP were privatised under Kazakhstan’s privatisation, foreign investment and oil and<br />

gas laws, which are intended, among other things, to provide legislative protection against the<br />

following:<br />

Š expropriation without proper compensation for losses incurred;<br />

Š retroactive application of new laws; and<br />

Š imposition of environmental liabilities resulting from pre-existing conditions and activities<br />

prior to acquisition.<br />

Although these protections are consistent with Kazakhstan’s expressed intention of attracting<br />

foreign investment, given Kazakhstan’s short legislative, judicial and administrative history, we<br />

cannot predict how the legislative protections will be applied, if applicable, to HKM and HOP,<br />

the possibility of any future changes in the political environment in Kazakhstan having an impact<br />

on Kazakhstani laws and regulations or their interpretation or the effect of such changes on our<br />

business, results of operations and financial condition.<br />

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