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JPMorgan - KASE

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Use of Proceeds<br />

The net proceeds to us on a consolidated basis will be approximately $120.7 million. The gross<br />

proceeds of $123.0 million from this offering will be used by the issuer to make an intercompany<br />

loan to HKM. The proceeds of the intercompany loan will be used by us for working capital and<br />

other general corporate purposes, which may include funding for acquisitions, capital<br />

expenditures or the reduction of indebtedness, and to pay costs relating to this offering<br />

estimated to be $2.3 million.<br />

Prior to this offering, we entered into the Term Facility (and repaid and terminated a $60.0<br />

million predecessor facility). In addition, we redeemed the entire $208.2 million outstanding<br />

principal amount of our Senior Notes due 2006 on February 3, 2003.<br />

Capitalization<br />

The following table sets forth our consolidated cash and short-term deposits and capitalization as<br />

of September 30, 2002 on an actual basis, as adjusted to give effect to the issuance of the notes,<br />

and as further adjusted to reflect our Term Facility, the repayment of our existing term facility<br />

and the redemption of our Senior Notes. This table should be read in conjunction with our<br />

consolidated financial statements and related notes included elsewhere in this offering<br />

memorandum.<br />

As of September 30, 2002<br />

As further<br />

Actual As adjusted adjusted<br />

($ in thousands)<br />

Cash and short-term deposits .............................. 162,246 283,227 223,227<br />

Long-term debt:<br />

Senior Notes due 2006 .................................... 208,280 208,280 —<br />

Predecessor Term Facility .................................. 12,000 12,000 —<br />

New Term Facility (1) ...................................... — — 190,000<br />

HOP bonds .............................................. 13,162 13,162 13,162<br />

Non-recourse joint venture debt ........................... 62,684 62,684 62,684<br />

9.625%Notesdue2010 ................................... — 125,000 125,000<br />

Issue costs ............................................... (2,929) (6,948) (4,019)<br />

Total long-term debt ..................................... 293,197 414,178 386,827<br />

Shareholders’ equity ...................................... 247,223 247,223 227,574<br />

Totalcapitalization....................................... 540,420 661,401 614,401<br />

(1) For these purposes, including an amount that would be classified as short-term debt.<br />

There has been no material change in our capitalization since September 30, 2002, except for the<br />

repayment and termination of our predecessor term facility in December 2002, our entry into and<br />

borrowing of $190.0 million under our Term Facility as of February 7, 2003, and our redemption<br />

on February 3, 2003 of the entire $208.2 million outstanding principal amount of our Senior<br />

Notes due 2006. In addition, our share of Kazgermunai’s debt was reduced by $17.5 million in the<br />

fourth quarter of 2002, leaving a balance at December 31, 2002 of approximately $45.2 million.<br />

We received approval from the Toronto Stock Exchange, or TSX, on August 2, 2002, to proceed<br />

with a normal course issuer bid commencing on August 7, 2002 and terminating on August 6,<br />

2003, or such earlier date as we may complete our purchases thereunder. Under this normal<br />

course issuer bid, we may purchase up to 5,253,238 of our Class A common shares. As of<br />

December 31, 2002, 2,531,870 common shares have been purchased at an average price of<br />

Cdn$14.57 and canceled. This represents 48.2% of the authorized share buyback amount. The<br />

number of common shares outstanding as of December 31, 2002 was 78,956,875.<br />

28

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