JPMorgan - KASE
JPMorgan - KASE JPMorgan - KASE
No person is authorized in connection with any offering made hereby to give any information or to make any representation not contained in this offering memorandum, and, if given or made, that information or representation must not be relied upon as having been authorized by us, J.P. Morgan Europe Limited, Credit Suisse First Boston (Europe) Limited, ING Bank N.V., London Branch, or MDM Bank (the “initial purchasers”). The information contained in this offering memorandum is as of the date of this offering memorandum and is subject to change, completion or amendment without notice. Neither the delivery of this offering memorandum at any time nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the information set forth in this offering memorandum or in our affairs since the date of this offering memorandum. You may not construe the contents of this offering memorandum as investment, legal, tax advice or as an offering to purchase securities. You should consult your own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of a purchase of the notes. The issuer, the guarantors and the initial purchasers are not making any representation to any recipient of the notes regarding the legality of any investment therein by the offeree or purchaser under appropriate legal investment or similar laws. In making any investment decision regarding the notes, you must rely on your own examination of us and the terms of the offering, including the merits and risks involved. Any decision to purchase the notes must be based only on the information contained in this offering memorandum. The issuer and the guarantors, having made all reasonable inquiries, confirm that this offering memorandum contains all information with respect to the offering and the notes which is material in the context of the issue and offering of the notes, that the information contained in this offering memorandum is true and accurate in all material respects and is not misleading in any material respect, that the opinions and intentions of the issuer and the guarantors expressed herein are true and honestly held and that there is no other fact or matter omitted from this offering memorandum, the omission of which, in the context of the issue and offering of the notes, makes any statement herein misleading in any material respect and all reasonable inquiries have been made by the issuer and the guarantors to ascertain such facts and to verify the accuracy of all such information and statements. See “Special Note Regarding Forward- Looking Statements” for a discussion of risks and uncertainties relating to statements that are not historical facts. The issuer and the guarantors accept responsibility for the information contained in this offering memorandum accordingly, except that the responsibility of the issuer and the guarantors for certain publicly available information appearing in this offering memorandum described under “Certain Publicly Available Information” and “Where You Can Find More Information” is solely for the accurate extraction and transcription of such information. The information contained in this offering memorandum was obtained from us and other sources believed by us to be reliable. The initial purchasers have no responsibility for its accuracy or completeness. No representation or warranty, express or implied, is made by the initial purchasers as to the accuracy or completeness of the information set forth in this offering memorandum, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers, whether as to the past or the future. This offering memorandum is a document that we are providing only to prospective purchasers of the notes. You should read this offering memorandum before making a decision whether to purchase the notes. You must not: Š use this offering memorandum for any other purpose; or Š disclose any information in this offering memorandum to any other person. We have prepared this offering memorandum, and we are solely responsible for its contents. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the notes. By purchasing the notes you will be deemed to have acknowledged that: Š you have reviewed this offering memorandum; i
Š Š you have made certain acknowledgments, representations and agreements as set forth under the captions “Plan of Distribution” and “Transfer Restrictions”; and the initial purchasers are not responsible for, and are not making any representation to you concerning, our future performance or the accuracy or completeness of this offering memorandum. The notes (including the guarantees) are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S and within the United States to “qualified institutional buyers” in reliance on Rule 144A under the Securities Act (“Rule 144A”). Prospective purchasers are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the notes and distribution of this offering memorandum, see “Plan of Distribution” and “Transfer Restrictions”. The notes (including the guarantees) have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), any state or Canadian provincial securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the notes (including the guarantees) or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offence. The notes (including the guarantees) may not be offered or sold within Canada or to, or for the account or benefit of, Canadian residents in violation of the securities laws of Canada or any province or territory of Canada. The notes (including the guarantees) are offered in the Netherlands exclusively to persons who trade or invest in securities in the conduct of their profession or trade (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, other institutional investors and commercial enterprises which as an ancillary activity regularly invest in securities in a professional manner). The notes (including the guarantees) may not be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 and in compliance with all applicable provisions of the Financial Services and Markets Act 2000. See “Plan of Distribution”. The notes (including the guarantees) may not be offered or sold in Kazakhstan, and no draft or definitive document in relation to any such offer or sale in Kazakhstan may be distributed by any person, except in compliance with the laws of Kazakhstan. This offering memorandum does not constitute an offer to sell or a solicitation or an offer to buy any security other than the notes offered by this offering memorandum, nor does it constitute an offer to sell or a solicitation of an offer to buy any of the notes to any person in any jurisdiction in which it is unlawful to make an offer or solicitation to that person. Each prospective purchaser of the offered notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the notes or possesses or distributes this offering memorandum and must obtain any consents, approvals or permissions required for the purchase, offer or sale by it of the notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the initial purchasers shall have any responsibility therefor. We reserve the right to withdraw the offering at any time and we and the initial purchasers reserve the right to reject any commitment to subscribe for the notes in whole or in part and to allot to you less than the full amount of notes sought by you. The initial purchasers and certain related entities may acquire for their own account all or a portion of the notes. ii
- Page 1 and 2: Offering Circular Hurricane Finance
- Page 3: Moscow RUSSIA SAMARA Ufa OMSK RUSSI
- 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 and 18: a senior intercompany loan to HKM.
- Page 19 and 20: Organizational Structure The follow
- 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
No person is authorized in connection with any offering made hereby to give any information or<br />
to make any representation not contained in this offering memorandum, and, if given or made,<br />
that information or representation must not be relied upon as having been authorized by us, J.P.<br />
Morgan Europe Limited, Credit Suisse First Boston (Europe) Limited, ING Bank N.V., London<br />
Branch, or MDM Bank (the “initial purchasers”). The information contained in this offering<br />
memorandum is as of the date of this offering memorandum and is subject to change,<br />
completion or amendment without notice. Neither the delivery of this offering memorandum at<br />
any time nor any sale made hereunder shall, under any circumstances, create any implication that<br />
there has been no change in the information set forth in this offering memorandum or in our<br />
affairs since the date of this offering memorandum.<br />
You may not construe the contents of this offering memorandum as investment, legal, tax advice<br />
or as an offering to purchase securities. You should consult your own counsel, accountant and<br />
other advisors as to legal, tax, business, financial and related aspects of a purchase of the notes.<br />
The issuer, the guarantors and the initial purchasers are not making any representation to any<br />
recipient of the notes regarding the legality of any investment therein by the offeree or<br />
purchaser under appropriate legal investment or similar laws. In making any investment decision<br />
regarding the notes, you must rely on your own examination of us and the terms of the offering,<br />
including the merits and risks involved. Any decision to purchase the notes must be based only on<br />
the information contained in this offering memorandum.<br />
The issuer and the guarantors, having made all reasonable inquiries, confirm that this offering<br />
memorandum contains all information with respect to the offering and the notes which is<br />
material in the context of the issue and offering of the notes, that the information contained in<br />
this offering memorandum is true and accurate in all material respects and is not misleading in<br />
any material respect, that the opinions and intentions of the issuer and the guarantors expressed<br />
herein are true and honestly held and that there is no other fact or matter omitted from this<br />
offering memorandum, the omission of which, in the context of the issue and offering of the<br />
notes, makes any statement herein misleading in any material respect and all reasonable<br />
inquiries have been made by the issuer and the guarantors to ascertain such facts and to verify<br />
the accuracy of all such information and statements. See “Special Note Regarding Forward-<br />
Looking Statements” for a discussion of risks and uncertainties relating to statements that are<br />
not historical facts. The issuer and the guarantors accept responsibility for the information<br />
contained in this offering memorandum accordingly, except that the responsibility of the issuer<br />
and the guarantors for certain publicly available information appearing in this offering<br />
memorandum described under “Certain Publicly Available Information” and “Where You Can<br />
Find More Information” is solely for the accurate extraction and transcription of such<br />
information.<br />
The information contained in this offering memorandum was obtained from us and other<br />
sources believed by us to be reliable. The initial purchasers have no responsibility for its accuracy<br />
or completeness. No representation or warranty, express or implied, is made by the initial<br />
purchasers as to the accuracy or completeness of the information set forth in this offering<br />
memorandum, and nothing contained in this offering memorandum is, or shall be relied upon as,<br />
a promise or representation by the initial purchasers, whether as to the past or the future.<br />
This offering memorandum is a document that we are providing only to prospective purchasers<br />
of the notes. You should read this offering memorandum before making a decision whether to<br />
purchase the notes. You must not:<br />
Š use this offering memorandum for any other purpose; or<br />
Š disclose any information in this offering memorandum to any other person.<br />
We have prepared this offering memorandum, and we are solely responsible for its contents. You<br />
are responsible for making your own examination of us and your own assessment of the merits<br />
and risks of investing in the notes. By purchasing the notes you will be deemed to have<br />
acknowledged that:<br />
Š you have reviewed this offering memorandum;<br />
i