AI assistant
Harbour Energy PLC Capital/Financing Update 2013
4658_rns_2013-11-25_1bdd9e9d-43eb-4682-8f00-8eb126a57176.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
A17363833
Final Terms dated 25 November 2013
Premier Oil plc
Issue of Sterling denominated 5.00 per cent. Notes due 2020 (the “Notes”)
jointly and severally guaranteed by the Subsidiary
Guarantors referred to in the Conditions
under the £500,000,000
Euro Medium Term Note Programme
Any person making or intending to make an offer of the Notes may only do so:
(i) in the Public Offer Jurisdiction mentioned in Paragraph 8 of Part B below, provided such person is of a kind specified in that paragraph and that such offer is made during the Offer Period specified for such purpose therein; or
(ii) otherwise in circumstances in which no obligation arises for the Issuer, any Subsidiary Guarantor or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer, nor any Subsidiary Guarantor nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Part A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Base Prospectus dated 18 November 2013, which constitutes a base prospectus (the “Base Prospectus”) for the purposes of Article 5.4 of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer, the Subsidiary Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. However, a summary of the issue of the Notes is annexed to these Final Terms. The Base Prospectus has been published on the Issuer’s website at www.premier-oil.com/bonds.
-
(i) Series Number: 1
(ii) Tranche Number: 1
(iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable -
Specified Currency or Currencies: Pound Sterling (“£”)
-
Aggregate Nominal Amount
(i) Series: The aggregate nominal amount of the Notes to be issued (the “Aggregate Nominal Amount”) will depend, among other things, on the amount of the Notes for which indicative offers to subscribe are received
during the Offer Period (as defined in paragraph 8(vii)(a) of Part B below) and will be specified in an announcement (the “Final Terms Confirmation Announcement”) to be published shortly after the end of the Offer Period.
(ii) Tranche: As per paragraph 3(i) above.
4 Issue Price: 100 per cent. of the Aggregate Nominal Amount
5 (i) Specified Denominations: £100
(ii) Calculation Amount: £100
6 (i) Issue Date: 11 December 2013
(ii) Interest Commencement Date: Issue Date
7 Maturity Date: 11 December 2020
8 Interest Basis: 5.00 per cent. Fixed rate (further particulars specified in paragraph 13 below)
9 Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount.
10 Change of Interest Basis: Not Applicable
11 Put/call options: Issuer Call Option Change of Control Put Option (further particulars specified in paragraphs 17 and 19 below)
12 Date of Board and Committee approval for issuance of Notes obtained: 7 October 2013 and 22 November 2013, respectively
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13 Fixed Rate Note Provisions: Applicable
(i) Rate(s) of Interest: 5.00 per cent. per annum payable semi-annually in arrear on each Interest Payment Date
(ii) Interest Payment Date(s): 11 June and 11 December in each year, from and including 11 June 2014, up to and including the Maturity Date
(iii) Fixed Coupon Amount: £2.50 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual – ICMA
(vi) Determination Dates: 11 June and 11 December in each year
14 Floating Rate Note Provisions: Not Applicable
15 Zero Coupon Note Provision: Not Applicable
PROVISIONS RELATING TO REDEMPTION
16 Notice Periods for Condition 6(c): Minimum Period: 30 days
Maximum Period: 60 days
17 Call Option (Condition 6(d)): Applicable
(i) Optional Redemption Date(s): At any time, in accordance with Condition 6(d)
(ii) Optional Redemption Amount(s) of each Note: Make-whole Amount
(a) Condition 6(b) applies: Not Applicable
(b) Make-Whole Amount
- Quotation time: 11.00 a.m. (London time)
- Determination Date: The second business day in London prior to the applicable Optional Redemption Date
- Reference Bond: 3.75 per cent. UK Treasury Stock due September 2020
- Redemption Margin: 0.50 per cent.
(iii) If redeemable in part: Not Applicable
(iv) Notice periods for Condition 6(d): Minimum Period: 15 days
Maximum Period: 30 days
18 Put Option (Condition 6(e)): Not Applicable
19 Change of Control Put Option (Condition 6(f)): Applicable
- Change of Control Redemption Amount: 100 per cent.
20 Final Redemption Amount of each Note: £100 per Calculation Amount
21 Early Redemption Amount (per Calculation Amount payable on Redemption for taxation reasons or on event of default or other early redemption): £100 per Calculation Amount
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22 Form of Notes: Registered Notes: Global Certificate exchangeable for definitive Certificate only upon an Exchange Event.
23 Financial Centre(s): Not Applicable
24 Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): No
Signed on behalf of Premier Oil plc:
By: 
Duly authorised
Signed on behalf of Premier Oil Group Limited:
By: 
Duly authorised
Signed on behalf of Premier Oil UK Limited:
By: 
Duly authorised
Signed on behalf of Premier Oil Holdings Limited:
By: 
Duly authorised
Signed on behalf of Premier Oil Exploration and Production Limited:
By: 
Duly authorised
Signed on behalf of PKP Exploration Limited:
By: 
Duly authorised
Signed on behalf of Premier Oil Finance (Jersey) Limited:
By: 
Duly authorised
Signed on behalf of Premier Oil plc:
By:
Duly authorised
Signed on behalf of Premier Oil Group Limited:
By:
Duly authorised
Signed on behalf of Premier Oil UK Limited:
By:
Duly authorised
Signed on behalf of Premier Oil Holdings Limited:
By:
Duly authorised
Signed on behalf of Premier Oil Exploration and Production Limited:
By:
Duly authorised
Signed on behalf of PKP Exploration Limited:
By:
Duly authorised
Signed on behalf of Premier Oil Finance (Jersey) Limited:
By:
Duly authorised
A17353833
Signed on behalf of Premier Oil Overseas BV:
By: 
Duly authorised
Signed on behalf of Premier Oil Vietnam Offshore BV:
By: 
Duly authorised
Signed on behalf of Premier Oil Kakap BV:
By: 
Duly authorised
Signed on behalf of Premier Oil Natuna Sea BV:
By: 
Duly authorised
Signed on behalf of Premier Oil Pakistan Holdings BV:
By: 
Duly authorised
Signed on behalf of Premier Oil Sumatra (North) BV:
By: 
Duly authorised
Signed on behalf of PKP Kirthar 2 BV:
By: 
Duly authorised
Signed on behalf of Premier Oil (Vietnam) Limited:
By:
Duly authorised
Signed on behalf of PKP Kadanwari 2 Limited:
By:
Duly authorised
A17383833
Signed on behalf of Premier Dil (Vietnam) Limited:
By:
Duly authorised
Signed on behalf of PKP Kadunwari 2 Limited:
By:
Duly authorised
A17383833
7
Part B – OTHER INFORMATION
-
Listing and admission to trading
Application is expected to be made by the Issuer (or on its behalf) for the Notes to be listed on the Official List and admitted to trading on London Stock Exchange plc’s Regulated Market with effect from 11 December 2013. -
Ratings
The Notes to be issued are not rated. -
Interests of natural and legal persons involved in the offer
Save for any fees payable to Barclays Bank PLC, Canaccord Genuity Limited and Lloyds Bank plc (together, the “Joint Lead Managers”) and any other fees payable to the Authorised Offerors (as described below), so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer, including conflicting interests. -
Reasons for the offer, use of proceeds, estimated net proceeds and total expenses
- Reasons for the offer: The net proceeds from the issue of the Notes will be applied by the Issuer for its general corporate purposes.
- Use of proceeds: The net proceeds from the issue of the Notes will be applied by the Issuer for its general corporate purposes.
- Estimated net proceeds: The estimated net proceeds will be specified in the Final Terms Confirmation Announcement.
-
Estimated total expenses: The estimated total expenses will be specified in the Final Terms Confirmation Announcement.
-
Yield
Indication of yield: Calculated as 5.00 per cent. per annum on the Issue Date. Yield is not an indication of future price. -
Operational information
- ISIN Code: XS0997703250
- Common Code: 099770325
- Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and the Central Depository (Pte) Limited and the relevant identification number(s): The Notes will also be made eligible for CREST via the issue of CDIs representing the Notes.
- Delivery: Delivery against payment
-
Names and addresses of additional Paying Agent(s) (if any): Not Applicable
-
Distribution
- (i) Names and addresses of underwriters and underwriting
- Barclays Bank PLC
- 5 The North Colonnade
- Canary Wharf
commitments:
London E14 4BB
Canaccord Genuity Limited
41 Lothbury
London EC2R 7AE
Lloyds Bank plc
10 Gresham Street
London EC2V 7AE
The issue of Notes will not be underwritten.
(ii) Date of subscription agreement:
On or around 6 December 2013
(iii) Material features of underwriting/subscription agreement, including quotas:
The Subscription Agreement will contain the terms on which the Joint Lead Managers agree to place the Notes, including as to the payment to them of the fees referred to below. Pursuant to the Subscription Agreement, the Joint Lead Managers will have the benefit of certain representations, warranties, undertakings and indemnities given by the Issuer and the Subsidiary Guarantors in connection with the offer and issue of the Notes.
(iv) Portion of issue/offer not covered by underwriting commitments:
The issue of Notes will not be underwritten.
(v) Indication of the overall amount of the placing commission:
0.90 per cent. of the Aggregate Nominal Amount of the Notes. From this, the Authorised Offerors will be eligible to receive up to 0.50 per cent. of the Aggregate Nominal Amount of the Notes allotted to and paid for by them.
(vi) U.S. Selling Restrictions (Categories of potential investors to which the Notes are offered):
Reg. S Compliance Category 2; TEFRA not applicable
(vii) Public Offer and basis of consent for use of the Base Prospectus:
(a) Public Offer:
An offer of the Notes may be made by Barclays Stockbrokers Limited, Brown Shipley, Canaccord Genuity Wealth, Killik & Co., Redmayne-Bentley LLP, Talos Securities Limited (trading as Selftrade) and NCL Investment Limited (trading as Smith & Williamson) (the “Initial Authorised Offerors”) and any other financial intermediaries for the time being complying with (x) the Authorised Offeror Terms and (y) the other conditions attaching to the consent set out in the Base Prospectus (together with the Initial Authorised Offerors, the “Authorised Offerors”), other than pursuant to Article 3.2 of the Prospectus Directive, in the United Kingdom (the “Public Offer Jurisdiction”) during the period from and including 25 November 2013 until 12 noon on 6 December 2013 (the “Offer
8
9
(b) Basis of Consent:
9 Terms and conditions of the offer
(i) Offer Price:
(ii) Conditions to which the offer is subject:
(iii) Description of the application process:
(iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
Period"). See further paragraph 9(xii) below.
Specific Consent and General Consent
The Notes will be issued at the Issue Price. Any investor intending to acquire any Notes from an Authorised Offeror will do so at the Issue Price subject to and in accordance with any terms and other arrangements in place between such Authorised Offeror and such investor, including as to price, allocations and settlement arrangements. Neither the Issuer nor any Joint Lead Manager is party to such arrangements with investors and accordingly investors must obtain such information from the relevant Authorised Offeror. Neither the Issuer nor any Joint Lead Manager has any responsibility to an investor for such information.
The issue of the Notes will be (i) conditional upon the Subscription Agreement being signed by the Issuer, the Subsidiary Guarantors and the Joint Lead Managers and (ii) subject to the terms of the Subscription Agreement which will in certain circumstances entitle the Joint Lead Managers to be released and discharged from their obligations under the Subscription Agreement prior to the issue of the Notes.
Applications to purchase Notes cannot be made directly to the Issuer. Notes will be issued to the investors in accordance with the arrangements in place between the relevant Authorised Offeror and such investor, including as to application process, allocations and settlement arrangements.
Investors will be notified by the relevant Authorised Offeror of their allocations of Notes and the settlement arrangements in respect thereof as soon as practicable after the Final Terms Confirmation Announcement is made, which will be after the Offer Period has ended.
After the closing time and date of the Offer Period, no Notes will be offered for sale (i) by or on behalf of the Issuer or (ii) by any Authorised Offeror.
Investors may not be allocated all or any of the Notes for which they apply if, for example, the total amount of orders for the Notes exceeds the aggregate amount of the Notes ultimately issued.
There will be no refund, as investors will not be required to pay for any Notes until any application for Notes has been accepted and the Notes allotted.
9
(v) Details of the minimum and/or maximum amount of application:
The minimum subscription per investor in the primary distribution is £2,000 in nominal amount of the Notes.
(vi) Details of the method and time limits for paying up and delivering the Notes:
The Notes will be issued on the Issue Date against payment to the Issuer by or on behalf of the Joint Lead Managers of the subscription moneys (less any amount of fees and/or expenses that the Issuer and the Joint Lead Managers agree should be deducted from the subscription moneys). Investors will be notified by their relevant Authorised Offeror of their allocations of Notes (if any) and the settlement arrangements in respect thereof.
(vii) Manner in and date on which results of the offer are to be made public:
The results of the offer will be specified in the Final Terms Confirmation Announcement published by the Issuer after the end of the Offer Period via the Regulatory News Service operated by the London Stock Exchange; such announcement is currently expected to be made on or around 6 December 2013.
(viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(ix) Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:
Notes may be offered by the Authorised Offerors to the public in the United Kingdom, Jersey, Guernsey and the Isle of Man during the Offer Period.
(x) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:
Investors will be notified by their relevant Authorised Offeror of their allocations of Notes (if any). No arrangements have been put in place by the Issuer as to whether dealings may begin before such notification is made. Accordingly, whether investors can commence dealing before such notification will be as arranged between the relevant investor and the relevant Authorised Offeror.
(xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
No expenses or taxes upon issue will be allocated by the Issuer to any investor. Any investor intending to acquire any Notes from an Authorised Offeror will do so in accordance with any terms and other arrangements in place between the Authorised Offeror and such investor, including as to price, allocations and settlement arrangements. Neither the Issuer nor (unless acting as an Authorised Offeror in that capacity) any Joint Lead Manager is party to such arrangements with investors and accordingly investors must obtain such information from the relevant Authorised Offeror. Neither the Issuer nor any Joint Lead Manager has any responsibility to an investor for such information.
(xii) Name(s) and address(es), to the extent known to the Issuer and the Subsidiary Guarantors, of the placers in the various countries where the offer takes place:
As of the date of these Final Terms, the persons listed below are the persons known to the Issuer and the Subsidiary Guarantors who intend to offer and distribute the Notes to the public in the United Kingdom in accordance with all prevailing regulatory requirements during the Offer Period:
Barclays Stockbrokers Limited
1 Churchill Place
London E14 5HP
Brown Shipley
Founders Court
Lothbury
London EC2R 7HE
Canaccord Genuity Wealth
41 Lothbury
London EC2R 7AE
Killik & Co.
46 Grosvenor Street
London W1K 3HN
NCL Investments Limited (trading as Smith & Williamson Securities)
25 Moorgate
London EC2R 6AY
Redmayne-Bentley LLP
9 Bond Court
Leeds LS1 2JZ
Talos Securities Limited (trading as Selftrade)
Boatman’s House
2 Selsdon Way
London E14 9LA
Each of the Issuer and the Subsidiary Guarantors have granted consent to the use of the Base Prospectus and these Final Terms by the persons listed above and other relevant stockbrokers and financial intermediaries in the United Kingdom during the Offer Period. See further paragraph 8(vii)(a) above.
(xiii) Name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment:
The Joint Lead Managers will each be appointed as registered market makers through London Stock Exchange plc’s order book for retail bonds when the Notes are issued.
ANNEX TO FINAL TERMS
SUMMARY
Summaries are made up of disclosure requirements known as “Elements”. These elements are numbered in Sections A – E (A.1 – E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘Not applicable’.
| Section A - Introduction and warnings | |
|---|---|
| A.1 | This summary must be read as an introduction to this Base Prospectus. Any decision to invest in Notes should be based on consideration of this Base Prospectus as a whole by the investor. Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EU Member States, have to bear the costs of translating this Base Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or does not provide, when read together with the other parts of this Base Prospectus, key information in order to aid investors when considering whether to invest in such Notes. |
| A.2 | Certain Tranches of Notes may be offered within an exemption from the requirement to publish a prospectus under Article 3.2 of the Prospectus Directive. Other Tranches of Notes with a denomination of less than €100,000 (or its equivalent) may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus. |
Issue specific summary:
Consent: Subject to the conditions set out below, the Issuer and the Subsidiary Guarantors each consent to use of this Base Prospectus in connection with any Public Offer (as defined below) of Notes in the United Kingdom during the period commencing from, and including, 25 November 2013 until 12 noon (London time) on 6 December 2013, or such earlier date as may be published by the Issuer (the “Offer Period”), by (a) Barclays Bank PLC, Canaccord Genuity Limited and Lloyds Bank plc (together, the “Joint Lead Managers”), (b) the Initial Authorised Offerors named in the Final Terms and (c) any other financial intermediary which agrees to and is in compliance with the Authorised Offeror Terms and other conditions to the consent set out in the Base Prospectus. The Issuer accepts responsibility for the content of the Base Prospectus (and each Subsidiary Guarantor accepts responsibility for the information in relation to itself set out in this Base Prospectus) with respect to any subsequent resale or final placement of Notes by any financial intermediary which has consent to use the Base Prospectus. |
| | Those persons to whom the Issuer and the Subsidiary Guarantors give their consent in accordance with the foregoing provisions are, the “Authorised Offerors”.
Conditions to consent: The conditions to the Issuer’s and Subsidiary Guarantors’ consent (in addition to the conditions described above) are that such consent: (i) is only valid in respect of the Notes; (ii) is only valid during the Offer Period; and (iii) only extends to the use of the Base Prospectus and Final Terms to make Public Offers in the United Kingdom. |
12
| A Public Offer may only be made, subject to the conditions set out above, during the Offer Period by the Issuer, the relevant Dealer(s) and/or the other Authorised Offerors. A “Public Offer” for these purposes means any offer of Notes that does not fall within an exemption from the requirement to publish a prospectus under Article 3.2 of the Prospectus Directive. In the event of any Public Offer being made by an Authorised Offeror, such Authorised Offeror will provide information to potential investors on the terms and conditions of the Public Offer at the time that the Public Offer is made. | ||
|---|---|---|
| Other than as set out above, none of the Issuer, any Subsidiary Guarantor nor any Dealer has authorised the making of any offer of Notes by any person in any circumstances and any such person is not permitted to use this Base Prospectus in connection with any offer of Notes. Any such offers are not made on behalf of the Issuer, the Subsidiary Guarantors or by or on behalf of any Dealer or any other Authorised Offeror and none of the Issuer, the Subsidiary Guarantors nor any Dealer nor any other Authorised Offeror has any responsibility or liability for the actions of any person making such unauthorised offers. None of the Issuer, any Subsidiary Guarantor nor any Dealer has any responsibility for any of the actions of any other Authorised Offeror at any time, including compliance by an Authorised Offeror with applicable conduct of business rules or other local regulatory requirements or other securities law requirements in relation to such offer or sale. | ||
| If you intend to acquire or do acquire any Notes from an Authorised Offeror, you will do so, and offers and sales of the relevant Notes to you by such an Authorised Offeror will be made, in accordance with any terms and other arrangements in place between such Authorised Offeror and you including as to price, allocations and settlement arrangements. Neither the Issuer nor any Subsidiary Guarantor will be a party to any such arrangements with you in connection with the offer or sale of Notes and, accordingly, this Base Prospectus does not contain such information. The information relating to the procedure for making applications will be provided by the relevant Authorised Offeror to you at the relevant time. None of the Issuer, any Subsidiary Guarantor nor any Dealer nor any other Authorised Offeror have any responsibility or liability for such information. | ||
| Section B – Issuer and Subsidiary Guarantors | ||
| --- | --- | --- |
| B.1 | Issuer’s legal and commercial Name | Premier Oil plc |
| B.2 | Domicile and legal form | The Issuer is a public limited company incorporated and registered in Scotland under the Companies Act 1985 with registered number 234781. |
| B.4b | Known trends affecting the Issuer | The Issuer operates in the oil and gas industry, which tends to be affected by various changes and fluctuations. These include fluctuations in commodity prices, changes in government regulations and industry standards, fluctuations in the cost of obtaining capital and changes in the cost of operations (including equipment, field development and regulatory requirements). However, there are no known and specific trends currently affecting the Issuer or the industry in which it operates. |
| B.5 | Description of the group | The Issuer is the ultimate holding company of the Subsidiary Guarantors and the other members of the Group. The Group’s operations are generally conducted through the Issuer and the Issuer’s direct and indirect subsidiaries, including the Subsidiary Guarantors. Accordingly, the Issuer is dependent on the performance of such members of the Group and the |
| subsequent receipt of funds by way of distributions from members of the Group to the Issuer for its principal source of funds. | ||
|---|---|---|
| B.9 | Profit forecast or estimates | Not applicable; the Issuer has not made any public profit forecast or profit estimate. |
| B.10 | Any qualifications in the audit report | Not applicable; neither of the audit reports on the Issuer’s consolidated financial statements for the financial years ended 31 December 2011 and 2012 included any qualifications. |
| B.12 | Selected historical key financial information regarding the Issuer | The following summary financial data as of, and for each of the financial years ended, 31 December 2011 and 2012 and as of, and for the six months ended, 30 June 2013 has been extracted, without material adjustment, from the Issuer’s consolidated financial statements in respect of those dates or relevant periods, as applicable. |
| There has been no significant change in the financial or trading position of the Issuer or the Group since 30 June 2013 and there has been no material adverse change in the prospects of the Issuer or the Group since 31 December 2012. | ||
| Consolidated Income Statement | ||
| Six months to 30 June | Year to 31 December | |
| 2013 | 2012 | 2012 |
| Unaudited | Audited | |
| (U.S.$ million) | ||
| Sales revenues | 757.8 | 744.3 |
| Cost of sales | (472.2) | (393.9) |
| Exploration and other expenses | (30.5) | (105.2) |
| Operating profit | 255.1 | 245.2 |
| Interest revenue/ finance costs, finance and other gains and losses | (40.5) | (50.6) |
| Profit before tax | 214.6 | 194.6 |
| Tax | (53.5) | (48.8) |
| Profit for the period/year | 161.1 | 145.8 |
| Consolidated Balance Sheet | ||
| At 30 June | At 31 December | |
| 2013 | 2012 | 2012 |
| Unaudited | Audited | |
| (U.S.$ million) | ||
| Non-current assets: | 4,295.3 | 3,641.3 |
| Current assets: | 862.1 | 806.9 |
| Total assets | 5,157.4 | 4,448.2 |
| Current liabilities: | (659.1) | (665.9) |
Net current
| assets/ (liabilities)... | ||||||
|---|---|---|---|---|---|---|
| Non-current liabilities: | (2,427.0) | (1,953.4) | (2,212.6) | (1,656.1) | ||
| Total liabilities ... | (3,086.1) | (2,619.3) | (2,890.1) | (2,565.8) | ||
| Net assets | 2,071.3 | 1,828.9 | 1,953.5 | 1,323.6 | ||
| Equity and reserves: | 2,071.3 | 1,828.9 | 1,953.5 | 1,323.6 | ||
| Consolidated Cash Flow Statement | ||||||
| Six months to 30 June | Year to 31 December | Year to 31 December | ||||
| 2013 | 2012 | 2012 | 2011 | |||
| Unaudited | Audited | Audited | ||||
| (U.S.$ million) | ||||||
| Net cash from operating activities | 384.9 | 325.5 | 808.2 | 485.9 | ||
| Net cash used in investing activities | (449.6) | (307.3) | (1,011.3) | (773.4) | ||
| Net cash from/(used in) financing activities | 60.0 | (34.9) | 83.4 | 295.1 | ||
| Currency translation differences relating to cash and cash equivalent | (0.4) | (2.2) | (2.0) | 1.8 | ||
| Net decrease in cash and cash equivalents | (5.1) | (18.9) | (121.7) | 9.4 | ||
| Cash and cash equivalents at the beginning of the period/year | 187.4 | 309.1 | 309.1 | 299.7 | ||
| Cash and cash equivalents at the end of the period/year | 182.3 | 290.2 | 187.4 | 309.1 | ||
| B.13 | Recent events relevant to the evaluation of the Issuer's solvency | Not applicable; there have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency. | ||||
| B.14 | Description of the group | The Issuer is the ultimate holding company of the Subsidiary Guarantors and the other members of the Group. The Group's operations are generally conducted through the Issuer and the Issuer's direct and indirect subsidiaries, including the Subsidiary Guarantors. Accordingly, the Issuer is dependent on the performance of such members of the Group and the subsequent receipt of funds by way of distributions from members of the Group to the Issuer for its principal source of funds. | ||||
| B.15 | Issuer's principal activities | The Issuer is the holding company of the Group, whose principal activities are oil and gas exploration and production. The Group has a portfolio of |
| production and development assets together with appraisal and exploration activities. | ||
|---|---|---|
| B.16 | To the extent known to the Issuer | As at 18 November 2013, the Issuer is not aware of any person or entity who, directly or indirectly, exercises or could exercise control over the Issuer, nor is the Issuer aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Issuer. |
| B.17 | Credit ratings | Not applicable; neither the Issuer nor any of its debt securities has been assigned any credit ratings. |
Programme Summary: Notes issued under the Programme may be rated or unrated. Any such ratings will not necessarily be the same as any rating assigned to the Issuer or any other Notes.
Issue specific summary: The Notes are not rated. |
| B.18 | Nature and scope of the guarantee | The guarantors will guarantee the due payment of all sums expressed to be payable by the Issuer under the Notes.
Under the Terms and Conditions of the Notes, if any subsidiary of the Issuer becomes a borrower or accedes as a guarantor under the principal banking facilities of the Group, the Issuer will procure that such subsidiary will accede as a guarantor in respect of any Notes issued under the Programme.
Similarly, if any subsidiary of the Issuer ceases to be a borrower or a guarantor under the Group’s principal banking facilities, such guarantor will in certain circumstances cease to be a guarantor in respect of any Notes. |
| B.19 | Information about the guarantors | Information about the initial guarantors (as applicable) is set out below. |
| B.19/B.1 | Guarantors’ legal and commercial names | Initial guarantors are: Premier Oil Group Limited, Premier Oil UK Limited, Premier Oil Holdings Limited, Premier Oil Exploration and Production Limited, PKP Exploration Limited, Premier Oil Finance (Jersey) Limited, Premier Oil Overseas B.V., Premier Oil Vietnam Offshore B.V., Premier Oil Kakap B.V., Premier Oil Natuna Sea B.V., Premier Oil Pakistan Holdings B.V., Premier Oil Sumatra (North) B.V., PKP Kirthar 2 B.V., Premier Oil (Vietnam) Limited and PKP Kadanwari 2 Limited. |
| B.19/B.2 | Domicile and legal form | The initial guarantors are variously incorporated in Scotland, England & Wales, Jersey, The Netherlands, British Virgin Islands and Cayman Islands. |
| B.19/B.4b | Known trends affecting the guarantors (on a Group basis) | The guarantors operate in the oil and gas industry, which tends to be affected by various changes and fluctuations. These include fluctuations in commodity prices, changes in government regulations and industry standards, fluctuations in the cost of obtaining capital and changes in the cost of operations (including equipment, field development and regulatory requirements). However, there are no known and specific trends currently affecting the guarantors or the industry in which they operate. |
| B.19/B.5 | Description of the group | The Issuer is the ultimate parent company of the Group and the initial guarantors are all directly or indirectly wholly owned by the Issuer. |
| B.19/B.9 | Profit forecast or estimates | Not applicable; no profit forecasts or estimates have been made by any guarantor. |
16
| B.19/
B.10 | Any qualifications in
the audit report | See paragraph B.10 above.
Not applicable; no qualifications were made in the audit report on the
historical financial information of the Issuer (on a consolidated basis). | | | |
| --- | --- | --- | --- | --- | --- |
| B.19/
B.12 | Selected historical key
financial information
regarding the Group | See paragraph B.12 above.
Financial data as of, and for the two financial years ended, 31 December
2011 and 2012 and as of, and for the six months ended, 30 June 2013 has
been extracted, without any adjustment, from the Issuer’s consolidated
financial statements in respect of those dates and periods, as applicable.
There has been no significant change in the financial or trading position of
the Issuer, the guarantors or the Group since 30 June 2013 and there has
been no material adverse change in the prospects of the Issuer, the
guarantors or the Group since 31 December 2012.
The financial information in relation to the guarantors is consolidated in the
audited financial statements of the Issuer.
The table below shows the position of the Subsidiary Guarantors (taken as a
whole) compared to the consolidated position of the Group in respect of
EBITDAX, proven and probable reserves, property/plant/equipment (being
net assets), gross assets, turnover and profit before tax for the years ended
31 December 2011 and 31 December 2012: | | | |
| | | Year ended 31 December
2012 | | Year ended 31 December
2011 | |
| | | Subsidiary
Guarantors | Group
Total | Subsidiary
Guarantors | Group
Total |
| | EBITDAX (U.S.$m) | 988.7 | 995.8 | 542.6 | 551.7 |
| | | 99.3% | | 98.4% | |
| | Proven and probable reserves
(MMBOE) | 291.4 | 291.9 | 284.0 | 284.8 |
| | | 99.8% | | 99.7% | |
| | Property, plant and equipment
(being net assets) (U.S.$m) | 2,671.7 | 2,692.9 | 2,240.8 | 2,257.8 |
| | | 99.2% | | 99.2% | |
| | Gross assets (U.S.$m) | 3,916.1 | 4,221.7 | 3,138.4 | 3,413.3 |
| | | 92.8% | | 91.9% | |
| | Turnover (U.S.$m) | 1,390.4 | 1,408.7 | 811.8 | 826.8 |
| | | 98.7% | | 98.2% | |
| | Profit before tax (U.S.$m) | 403.5 | 359.9 | 255.5 | 141.5 |
| | | 112.1% | | 180.6% | |
| | * Operating profit adjusted in accordance with the provisions of the Group’s principal bank
facility. | | | | |
| B.19/
B.13 | Events relevant to the
evaluation of the
guarantors’ solvency | Not applicable; there have been no recent events particular to the guarantors
(on a Group basis) which are to a material extent relevant to the evaluation
of the solvency of the guarantors (on a Group basis). | | | |
| B.19/
B.14 | Extent to which the
guarantors are
dependent upon other | The Issuer is the ultimate parent company of the Group, and so is dependent
on the performance of the Group for the satisfaction of its obligations. The
guarantors are dependent on Group management for their financing and | | | |
| Section C – Securities |
|---|
| C.1 Type and the class Programme summary: The Notes described in this summary are debt securities which may be issued under the £500,000,000 Euro Medium Term Note programme of Premier Oil plc arranged by Lloyds Bank plc. Barclays Bank PLC, Deutsche Bank AG, London Branch, DBS Bank Ltd., HSBC Bank plc, Lloyds Bank plc, Mitsubishi UFJ Securities International plc and RBC Europe Limited also act as dealers under the Programme.The Issuer may from time to time terminate the appointment of any dealer or appoint additional dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Summary and Base Prospectus to “Dealers” are to all persons appointed as a dealer in respect of one or more Tranches by the Issuer from time to time.The Notes may be issued on a syndicated or a non-syndicated basis. The Notes will be issued in series (each a “Series”) having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a “Tranche”) on the same or different issue dates. The specific terms of each Tranche (which will be completed, where necessary, with the relevant terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be completed in the relevant Final Terms.The Notes may be Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes, as specified below. Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. The Issue Price of the relevant Notes will be determined by the Issuer before filing of the relevant Final Terms of each Tranche based on the prevailing market conditions. Notes will be in such denominations as may be specified below. |
| | | The Notes may be issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”) only.
Issue specific summary: |
| --- | --- | --- |
| | | Series Number: 1
Tranche Number: 1
Aggregate Nominal Amount
(i) Series: The aggregate nominal amount of the Notes to be issued (the “Aggregate Nominal Amount”) will depend, among other things, on the amount of the Notes for which indicative offers to subscribe are received during the Offer Period (as defined below) and will be specified in an announcement (the “Final Terms Confirmation Announcement”) to be published shortly after the end of the Offer Period.
(ii) Tranche: As per paragraph (i) above.
Issue Price: 100% of the Aggregate Nominal Amount
Specified Denomination: £100 |
| | | Form of Notes: Registered Notes:
Global Certificate exchangeable for definitive Certificate only upon an Exchange Event.
ISIN Code: XS0997703250
Common Code: 099770325 |
| C.2 | Currency of the issue | Programme summary:
Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency agreed between the Issuer and the relevant Dealer or Dealers.
Issue specific summary:
Pound Sterling (“£”) |
| C.5 | Restrictions on the free transferability | Programme summary:
The Notes will be freely transferable. However, the primary offering of any Notes will be subject to offer restrictions in the United States, Japan, Singapore, Hong Kong, the European Economic Area (including the United Kingdom), Jersey, Guernsey and the Isle of Man and to any applicable offer restrictions in any other jurisdiction in which such Notes are offered or sold. The Issuer is Category 2 for the purposes of Regulation S under the United States Securities Act 1933. |
19
| | | Issue specific summary:
U.S. selling restrictions:
Regulation S Compliance Category 2;
TEFRA not applicable |
| --- | --- | --- |
| C.8 | Rights attached to the Notes | Status of the Notes and the Guarantee
The Notes constitute (subject to the negative pledge described below) unsecured debt obligations of the Issuer. The Notes will rank pari passu (i.e. equally in right of payment), without any preference between themselves. The Guarantee will constitute (also subject to the negative pledge) unsecured obligations of the Subsidiary Guarantors. The payment obligations of the Issuer under the Notes and of each Subsidiary Guarantor under the Guarantee shall, save as provided by applicable law and subject to the negative pledge, rank at least equally with their respective other present and future unsecured and unsubordinated obligations.
Negative Pledge
The Notes contain a negative pledge provision. In general terms, a negative pledge provision restricts an entity from granting security over certain of its indebtedness which diminishes the priority of Noteholder’s claims against any of that entity’s other rights, interest and assets. Therefore, under the negative pledge provision set out in the Terms and Conditions of the Notes (the “Conditions”), subject to certain exceptions, neither the Issuer nor any of its subsidiaries may create or at any time have outstanding any security interest over any of its present or future undertakings, assets or revenues to secure any guarantee or indemnity in respect of any bond type debt and/or any debt raised under the principal banking facilities of the Group without equally and at the same time securing the Notes and/or the Guarantee, as the case may be.
Events of default
An event of default generally refers to a breach by the Issuer, any Subsidiary Guarantor or any of their respective material subsidiaries of certain provisions described in the Conditions. Events of default under the Notes include and arise out of non-payment of principal or interest; breach of other obligations under the Notes or the Trust Deed; defaults under other debt agreements for borrowed money; certain events related to enforcement, insolvency or winding up proceedings; or any events under foreign laws that have a similar effect to any of the events described above. Customary thresholds and grace periods are applicable before certain of the events described above will be deemed to constitute ‘events of default’ under the Conditions.
Meetings of Noteholders
The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting the interests of the Noteholders. These provisions permit certain majorities to bind all Noteholders, including Noteholders who did not vote on the relevant resolution and Noteholders who did not attend and/or vote in the same way as the majority.
Governing Law
English law. |
20
21
| C.9 | Rights attached to the Notes | Interest |
| --- | --- | --- |
| Notes may or may not bear interest. Interest-bearing Notes will either bear interest payable at a fixed rate or a floating rate. Interest will be payable on such date or dates as may be specified below. | | |
| Fixed Rate Notes | | |
| Issue specific summary: | | |
| Rate(s) of Interest: | 5.00 per cent. per annum payable semi-annually in arrear on each Interest Payment Date | |
| Interest Payment Date(s): | 11 June and 11 December in each year, from and including 11 June 2014, up to and including the Maturity Date | |
| Floating Rate Notes | | |
| Floating Rate Notes will have interest determined separately for each Series; either determined on the basis of the applicable 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc) or else by reference to LIBOR, EURIBOR, SIBOR or SOR, as adjusted for any applicable margin. | | |
| Issue specific summary: | | |
| The Notes are not Floating Rate Notes. | | |
| Zero Coupon Notes: | | |
| Zero Coupon Notes will be issued at a discount to their nominal amount and will not bear interest. | | |
| Issue specific summary: | | |
| The Notes are not Zero Coupon Notes. | | |
| Redemption | | |
| Maturity | | |
| The relevant Maturity Date for a Series of Notes is specified below. Unless repaid or purchased earlier, the Issuer will repay the Notes on the Maturity Date at 100% of their nominal amount. | | |
| Issue specific summary: | | |
| Maturity Date: 11 December 2020 | | |
| Early redemption | | |
| The Issuer may elect to repay the Notes prior to their maturity date in certain circumstances for tax reasons. In addition, if so specified below, the Notes (or some only of them) may be redeemed prior to their maturity date in certain circumstances, including pursuant to an Issuer call option and/or an investor put option. Certain Series of Notes may be redeemed early at the Issuer’s option at an amount (a “Make-whole Amount”) linked to the relevant UK Government Stock | | |
| | | or such other government debt as specified (the “Reference Bond”) plus any margin. Certain Series of Notes may be redeemed early at the Noteholders’ option following a Change of Control of the Issuer.
Issue specific summary: |
| --- | --- | --- |
| | | Call Option Applicable
Optional Redemption Date(s): At any time
Optional Redemption Amount(s): Make-whole Amount
If redeemable in part: Not Applicable
Put Option Not Applicable
Change of Control Put Option Applicable
Change of Control Redemption Amount: 100%
Indication of yield
Yield will be calculated on the basis of the Issue Price and is set out below. This is not an indication of future yield.
Issue specific summary:
Yield on the Issue Date: Calculated as 5.00 per cent. per annum on the Issue Date. Yield is not an indication of future price. |
| | | Trustee
Deutsche Trustee Company Limited |
| C.10 | Whether the Notes have a derivative component in the interest payment | Not applicable; there will be no derivative component in any interest payments made in respect of the Notes. Hence payments are not linked to specific market references, such as a formula, index or inflation. |
| C.11 | Admission to trading | Programme summary:
Application has been made to admit Notes issued during the period of 12 months from the date of this Base Prospectus to trading on London Stock Exchange’s regulated market.
Issue specific summary:
The London Stock Exchange’s regulated market and through its order book for retail bonds with effect from 11 December 2013. |
| C.21 | Market where the securities will be traded and for which prospectus has been published | Programme summary:
The London Stock Exchange’s regulated market.
Issue specific summary:
The London Stock Exchange’s regulated market and through its order book for retail bonds. |
22
Section D – Risks
| D.2 | Key information on the key risks that are specific to the Issuer and the Group | Summary of key risks that may affect the Issuer and the Group |
|---|---|---|
| • Future oil and gas production will depend on the Group's access to new reserves through exploration, negotiations with governments and other owners of known reserves, and acquisitions and farm ins. Failures in exploration or in identifying and finalising transactions to access potential reserves could slow the Group's oil and gas production growth and replacement of reserves. | ||
| • The estimation of oil and gas reserves, and their anticipated production profiles, involves subjective judgements and determinations based on available geological, technical, contractual and economic information. If the assumptions upon which the estimates of the Group's hydrocarbon reserves, resources or production profiles have been based prove to be incorrect, the Group may be unable to recover and produce the estimated levels or quality of hydrocarbons set out in this Base Prospectus. | ||
| • The Group operates in a very challenging business environment and competition for access to exploration acreage, gas markets, oil services and rigs, technology and processes, and human resources is intense. Competitors include companies with, in many cases, greater financial resources, local contacts, staff and facilities than those of the Group. Competition for exploration and production licences as well as other regional investment or acquisition opportunities may increase in the future. | ||
| • The Group contracts or leases services and capital equipment (including all the drilling rigs used by the Group) from third party contractors and providers. Such services and equipment can be scarce and may not be readily available at the times and places required. In addition, the costs of third party services and equipment have increased significantly over recent years and may continue to rise. | ||
| • The delivery of the Group's production plans depends on the successful continuation of existing field production operations, the development of key projects and the availability of infrastructure. These involve risks normally incidental to such activities including blowouts, oil spills, explosions, fires, equipment damage or failure, natural disasters, geological uncertainties, unusual or unexpected rock formations, abnormal pressures, availability of technology and engineering capacity, availability of skilled resources, maintaining project schedules and managing costs, as well as technical, fiscal, regulatory, political and other conditions. | ||
| • The Group's HSES risks cover a wide spectrum including major process safety incidents or operational accidents; failure to comply with approved policies; effects of natural disasters and pandemics; social unrest; civil war and terrorism; exposure to general operational hazards; |
23
| | | personal health and safety; and crime.
• Historically, hydrocarbon prices have been subject to large fluctuations in response to a variety of factors beyond the Group's control including operational issues, natural disasters, weather, political instability or conflicts, economic conditions or actions by major oil-exporting countries. Price fluctuations can affect the Group's business assumptions, investment decisions and financial position.
• The Group operates in some countries where political, economic and social transition is taking place. Changes in politics, laws and regulations could affect the Group's operations and earnings.
• The governments of countries in which the Group currently operates or may operate exercise significant influence over many aspects of their respective economies, including the oil and gas industry. There can be no assurance that these governments will not postpone or review projects, make any changes to laws, rules, regulations or policies or take other actions, in each case, which could materially adversely affect the Group’s business, prospects, financial position or results of operations.
• Inherently, oil and gas operations globally are conducted in a joint venture environment. Some of the Group’s major projects are operated by a partner in the relevant joint venture. The ability of the Group to influence its partners will sometimes be limited due to its percentage ownership in non-operated development and production operations. Non-alignment on various strategic decisions in joint ventures may result in operational or production inefficiencies or delay. |
| --- | --- | --- |
| D.3 | Key information on the key risks that are specific to the Notes | • The Notes are not protected by the Financial Services Compensation Scheme. As a result, neither the FSCS nor anyone else will pay compensation to investors upon the failure of the Issuer, the Subsidiary Guarantors or the Group as a whole.
• The Notes may be repaid early at the Issuer’s option in certain circumstances. The Issuer may be expected to repay the Notes, given the option, if its cost of borrowing is ever significantly lower than the interest rate on the Notes. At such time, an investor may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being repaid early.
• Defined majorities may be permitted to bind all Noteholders with respect to modification and waivers of the Conditions of the Notes, even if some Noteholders did not attend or vote.
• A market for the Note may not develop, or may not be very liquid and such illiquidity may have an adverse effect on the market value of the Notes.
Issue specific summary:
• Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of Fixed |
24
Rate Notes.
| Section | E – Offer |
|---|---|
| E.2b | Reasons for the offer and use of proceeds |
| Programme summary: | |
| The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes. If, in respect of any particular issue there is a particular identified use of proceeds, this will be stated below. |
Issue specific summary:
Reasons for the offer: The net proceeds from the issue of the Notes will be applied by the Issuer for its general corporate purposes
Use of proceeds: The net proceeds from the issue of the Notes will be applied by the Issuer for its general corporate purposes | |
| E.3 | Terms and conditions of the offer |
| Programme summary:
The terms and conditions of each offer of Notes will be determined by agreement between the Issuer and the relevant Dealers at the time of issue and specified in the applicable Final Terms prior to any offers of such Notes being made. If you intend to acquire or do acquire any Notes in a Public Offer from an offeror other than the Issuer, you will do so and offers and sales of such Notes to you by such offeror will be made in accordance with any terms and other arrangements in place between such offeror and you including as to price, allocations, expenses, payment and delivery arrangements. You must look to the relevant offeror for the provision of such information and the offeror will be responsible for such information. The Issuer, the Subsidiary Guarantors and the Dealers will have no responsibility or liability to you in respect of such information.
Issue specific summary:
(i) Offer Price: The Notes will be issued at the Issue Price. Any investor intending to acquire any Notes from an Authorised Offeror will do so at the Issue Price subject to and in accordance with any terms and other arrangements in place between such Authorised Offeror and such investor, including as to price, allocations and settlement arrangements. Neither the Issuer nor any Joint Lead Manager is party to such arrangements with investors and accordingly investors must obtain such information from the relevant Authorised Offeror. Neither the Issuer nor any Joint Lead Manager has any responsibility to an investor for such information.
(ii) Conditions to which the offer is subject: The issue of the Notes will be (i) conditional upon the Subscription Agreement being signed by the Issuer, the Subsidiary Guarantors and the Managers and (ii) subject to the terms of the Subscription Agreement which will in certain circumstances entitle the Joint Lead Manager to be released and discharged from their obligations under the Subscription Agreement prior to the issue of the Notes. | |
25
26
27
```markdown
investors can commence dealing before such notification will be as arranged between the relevant investor and the relevant Authorised Offeror.
(xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser: No expenses or taxes upon issue will be allocated by the Issuer to any investor. Any investor intending to acquire any Notes from an Authorised Offeror will do so in accordance with any terms and other arrangements in place between the Authorised Offeror and such investor, including as to price, allocations and settlement arrangements. Neither the Issuer nor (unless acting as an Authorised Offeror in that capacity) any Joint Lead Manager is party to such arrangements with investors and accordingly investors must obtain such information from the relevant Authorised Offeror. Neither the Issuer nor any Joint Lead Manager has any responsibility to an investor for such information.
(xii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: The Initial Authorised Offerors identified below and any additional financial intermediaries who are granted the Issuer’s consent to use the Base Prospectus in connection with the Public Offer.
The following financial intermediaries are, together with the Joint Lead Managers, the "Initial Authorised Offerors":
Barclays Stockbrokers Limited
1 Churchill Place
London E14 5HP
Brown Shipley
Founders Court
Lothbury
London EC2R 7HE
Canaccord Genuity Wealth
41 Lothbury
London EC2R 7AE
Killik & Co.
46 Grosvenor Street
London W1K 3HN
NCL Investments Limited (trading as Smith & Williamson Securities)
25 Moorgate
London EC2R 6AY
Redmayne-Bentley LLP
9 Bond Court
Leeds LS1 2JZ
Talos Securities Limited (trading as Selftrade)
Boatman’s House
2 Selsdon Way
London E14 9LA
The Issuer and the Subsidiary Guarantors have granted consent to the use of the Base Prospectus and the Final Terms by the persons listed above and other
| | | relevant stockbrokers and financial intermediaries in the United Kingdom during the Offer Period on the basis that, and as long as, they comply with the Authorised Offeror Terms and the other conditions to the consent set out in the Base Prospectus.
(xiii) Name(s) and address(es) of the entities which have a firm commitment to act as intermediaries in secondary market trading, providing liquidity through bid and offer rates and description of the main terms of its/their commitment: The Joint Lead Managers will each be appointed as registered market makers through ORB (www.londonstockexchange.com/exchange/prices-and-markets/retail-bonds/retail-bonds-search.html) when the Notes are issued. |
| --- | --- | --- |
| E.4 | Description of interests material to the issue/offer including conflicting interests | Programme summary:
The relevant Dealer(s) may be paid fees in relation to any issue of Notes. Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for, the Issuer and its affiliates in the ordinary course of business.
Issue specific summary:
Save for any fees payable to the Joint Lead Managers and any other fees payable to the Authorised Offerors, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer, including conflicting interests. |
| E.7 | Estimated expenses charged to the investor by the Issuer or the offerors | Programme summary:
If you intend to acquire or do acquire any Notes in a Public Offer from an offeror other than the Issuer or a Dealer in its capacity as an Authorised Offeror, you will do so in accordance with any terms and other arrangements in place between such offeror and you including as to price, allocations, expenses, payment and delivery arrangements. Neither the Issuer, the Subsidiary Guarantors nor any of the Dealers are party to such terms or other arrangements.
Issue specific summary:
The expenses to be charged by those offerors known to the Issuer as of the date of the Final Terms are unknown. |
28