JPMorgan - KASE

More documents

Recommendations

Info

Hurricane, HKM, HOP and the issuer and certain experts named herein reside outside the United States and most of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon Hurricane, HKM, HOP or the issuer or such persons with respect to matters arising under U.S. federal securities laws, or to enforce judgments of courts of the United States against them whether or not predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof. There is substantial doubt as to the enforceability in Canada, Kazakhstan and the Netherlands against Hurricane, HKM, HOP or the issuer or any of their respective directors and executive officers or experts named herein, in original actions or in actions for enforcement of judgments rendered by U.S. courts, of liabilities predicated solely on the anti-fraud provisions of the U.S. federal securities laws. Hurricane, HKM, HOP and the issuer will irrevocably submit to the non-exclusive jurisdiction of any State of New York or U.S. federal court sitting in the City of New York with respect to any suit, action or proceeding with respect to the indenture, the notes or the guarantees and for any actions brought under U.S. federal or State securities laws. See “Description of the Notes — Governing Law; Consent to Jurisdiction and Service; Arbitration.” The notes and the indenture relating to the notes are governed by the laws of the State of New York and the issuer and the guarantors have agreed in the notes and the indenture that disputes arising thereunder are subject to the jurisdiction of the courts of the State of New York or, at the election of the trustee or, in certain circumstances, a noteholder, to arbitration in London, England. See “Description of the Notes — Governing Law; Consent to Jurisdiction and Service; Arbitration.” Kazakhstan’s courts will not enforce any judgment obtained in a court established in a country other than Kazakhstan unless there is in effect a treaty between such country and Kazakhstan providing for reciprocal enforcement of judgments and then only in accordance with the terms of such treaty. There is no such treaty in effect between Kazakhstan and the United States. The indenture will provide that, at the option of any holder of a note, any dispute or difference of whatever nature however arising under, out of or in connection with the indenture, the notes and/or the guarantees held by such holder, may be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (the “Rules”). Each of Kazakhstan and the United States are parties to the 1958 New York Convention on Recognition and Enforcement of Arbitral Awards (the ‘‘Convention’’). There has recently been some doubt as to whether the courts of Kazakhstan would enforce an arbitral award under the Convention. In February 2002, the Constitutional Council of Kazakhstan passed a decree on the interpretation of the Kazakhstan Constitution which stated that the conclusion by parties to a commercial contract in connection with which a dispute is submitted for consideration to arbitration should not exclude the possibility that such dispute may be considered by the courts of Kazakhstan. The decree made no distinction between foreign and domestic arbitral awards. However in April 2002, the Constitutional Council of Kazakhstan passed a further decree stating that the original decree did not apply to the recognition and enforcement of foreign arbitration awards where the procedure for such awards is established by a treaty obligation of Kazakhstan. Accordingly, arbitration awards under the Rules are generally recognized and enforceable in Kazakhstan provided the conditions to enforcement set out in the Convention are met. In addition, the issuer is incorporated under the laws of the Netherlands. The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicted solely upon United States federal securities laws, would not be directly enforceable in the Netherlands. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in the Netherlands such party may submit to a Dutch court the final judgment, which has been rendered in the United States. If the Dutch court finds that the jurisdiction of the federal or state court in the United States has been based on a valid submission by the issuer to the jurisdiction of such courts and that proper legal procedures have been observed, the Dutch court will, in principle, give binding effect to the final judgment which has been rendered in the United States unless such judgment contravenes public policy in the Netherlands. It is uncertain whether such practice extends to default judgments as well. v
Notice to New Hampshire Residents NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. Available information We are required to file periodic reports with the U.S. Securities and Exchange Commission. The issuer and the guarantors have agreed that, for so long as any notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, we will, during any period in which we are neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner or to the Trustee for delivery to such holder, beneficial owner or prospective purchaser, in each case, upon the request of such holder, beneficial owner, prospective purchaser or Trustee, the information required to be provided by Rule 144A(d)(4) under the Securities Act. Hurricane is currently subject to the reporting requirements under Section 13 of the U.S. Securities Exchange Act of 1934, or the Exchange Act. Written requests for the information described above should be addressed to Hurricane Hydrocarbons Ltd., Suite 1460, Sun Life Plaza, North Tower, 140-4 th Avenue S.W., Calgary, Alberta, T2P 3N3, Canada, Attention: Vice President, Investor Relations. Our telephone number is (403) 221-8435. All information referred to above will, for so long as the notes are listed on the Luxembourg Stock Exchange, also be available, without charge, at the specified office of the paying agent in Luxembourg during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this offering memorandum. Special Note Regarding Forward-Looking Statements This offering memorandum contains “forward-looking statements” within the meaning of the U.S. securities laws about our expectations, beliefs, plans, objectives, assumptions or future events or performance. These statements include, among others, statements regarding our future financial position, strategy, reserves, projected levels of capacity and production, projected costs and estimates of capital expenditures. These statements are often, but not always, made through the use of words or phrases such as “will likely result”, “are expected to”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “project”, “would” and “outlook”. These forward looking-statements are not historical facts, and are subject to a number of risks and uncertainties. Certain of these risks and uncertainties are beyond our control. Accordingly, our actual results could differ materially from those suggested by these forward-looking statements for various reasons discussed throughout this offering memorandum and particularly in the section entitled “Risk Factors”. Some of the key factors that have a direct bearing on our results of operations are: Š the concentration of our operations, assets and revenues in Kazakhstan; Š Š Š the business of exploration, development and production of oil and natural gas reserves, the levels of those reserves, the marketing of crude oil and refined products and the ability to increase the quality of refined products; our ability to transport our crude oil to export markets; fluctuations in crude oil and refined product prices; vi
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: Unless otherwise indicated, all ref
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
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
Page 115 and 116:
(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
show all

JPMorgan - KASE

Create successful ePaper yourself

Delete template?

Save as template?