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Information-Memorandum.Pdf INFORMATION MEMORANDUM FOR INFORMATION ONLY This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. LISTING BY WAY OF INTRODUCTION OF KRISENERGY LTD. (incorporated with limited liability under the laws of the Cayman Islands) (the “Issuer”) S$130,000,000 Senior Unsecured Notes due 2022 S$200,000,000 Senior Unsecured Notes due 2023 This document (the “Information Memorandum”) is issued in connection with the listing and quotation of the S$130,000,000 Senior Unsecured Notes due 2022 (the “2022 Notes”) and the S$200,000,000 Senior Unsecured Notes due 2023 (the “2023 Notes” and together with the 2022 Notes, the “New Notes”), issued by KrisEnergy Ltd. (the “Issuer”or“KrisEnergy”). The New Notes were initially issued on 11 January 2017 pursuant to extraordinary resolutions of noteholders of the Series 1 S$130,000,000 6.25 per cent. fixed rate notes due 2017 (the “2017 Notes”) and Series 2 S$200,000,000 5.75 per cent. fixed rate notes due 2018 (the “2018 Notes”, and together with the 2017 Notes, the “Existing Notes”), respectively, sanctioning, approving, assenting and agreeing irrevocably to, inter alia, (i) the exchange for the 2017 Notes of the 2022 Notes on the terms and conditions of the 2022 Notes set out and more fully described in this Information Memorandum and the Consent Solicitation Statement (the “2022 Notes Exchange”); and (ii) the exchange for the 2018 Notes of the 2023 Notes on the terms and conditions of the 2023 Notes set out and more fully described in the Consent Solicitation Statement (the “2023 Notes Exchange”, and together with the 2022 Notes Exchange, the “Notes Exchanges”). The Notes Exchange and delivery of the New Notes was made to holders of the New Notes through the facilities of The Central Depository (Pte) Limited (“CDP”) on 11 January 2017 (the “Issue Date”). The New Notes are represented by a registered Global Certificate (as defined herein) which was deposited on the Issue Date with CDP. Listing of the New Notes is made by introduction only (the “Introduction”). There is no offering of any of the New Notes or any other securities of the Issuer in connection with the Introduction in Singapore or elsewhere, and recipients of this Information Memorandum and prospective investors in the New Notes should not take the Introduction or the Information Memorandum to be an offer of, or an invitation to purchase, any New Notes or any other securities of the Issuer. The Information Memorandum is not a prospectus under Singapore law and has not been lodged with, or registered by, the Monetary Authority of Singapore. No New Notes shall be allotted, allocated or otherwise distributed or sold on the basis of the Information Memorandum. Each series of the New Notes constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least pari passu will all other present and future unsecured obligations of the Issuer, save for such provisions of law that are both mandatory and of general application. For a more detailed description of the New Notes, see the sections entitled “Terms and Conditions of the 2022 Notes,” and “Terms and Conditions of the 2023 Notes”. The 2022 Notes bear interest from the Issue Date at the rate set forth herein, payable semi-annually in arrear on 9 June and 9 December of each year, commencing 9 June 2017, subject to a fixed rate increase and adjustment dependent on the prevailing Average Benchmark Price of Brent crude oil in each Interest Period (as defined herein) as provided for in Condition 4(b) (Rate of Cash Interest Step-up) of the terms and conditions of the 2022 Notes (the “2022 Notes Conditions”). In addition, and in respect of the Accrued Interest Period (as defined in the 2022 Notes Conditions) only, the 2022 Notes will bear accrued interest at the rate of 2 per cent. per annum, payable semi-annually in arrear on each Interest Payment Date (as defined in the 2022 Notes Conditions), provided, however, that, such accrued interest payable is to be capitalised and added to the then current outstanding principal amount of the 2022 Notes on each Interest Payment Date, unless the Issuer elects to pay such interest in cash in accordance with the 2022 Notes Conditions. See Condition 4(b) of the 2022 Notes Conditions for the details of the cash interest adjustments applicable to the 2022 Notes. The 2023 Notes bear interest from the Issue Date at the rate set forth herein, payable semi-annually in arrear on 22 February and 22 August of each year, commencing 22 February 2017, subject to a fixed rate increase and adjustment dependent on the prevailing Average Benchmark Price of Brent crude oil in each Interest Period (as defined herein) as provided for in Condition 4(b) (Rate of Cash Interest Step-up) of the terms and conditions of the 2023 Notes (the “2023 Notes Conditions”). In addition, and in respect of the Accrued Interest Period (as defined in the 2023 Notes Conditions) only, the 2023 Notes will bear accrued interest at the rate of 2 per cent. per annum, payable semi-annually in arrear on each Interest Payment Date (as defined in the 2023 Notes Conditions), provided, however, that, such accrued interest payable is to be capitalised and added to the then current outstanding principal amount of the 2023 Notes on each Interest Payment Date, unless the Issuer elects to pay such interest in cash in accordance with the 2023 Notes Conditions. See Condition 4(b) of the 2023 Notes Conditions for the details of the cash interest adjustments applicable to the 2023 Notes. The Issuer may redeem one or both series of New Notes upon the occurrence of certain events set out in the relevant terms and conditions in respect of that series of New Notes. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)). Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in and the listing and quotation of the New Notes on the SGX-ST. Such permission will be granted when the New Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Admission of the New Notes to the Official List of the SGX-ST and quotation of any New Notes on the SGX-ST are not to be taken as an indication of the merits of the New Notes or of the Issuer or its subsidiaries or subsidiaries joint venture companies (if any). For so long as such New Notes are listed on the SGX-ST and the rules of the SGX-ST so require, such New Notes will be traded on the SGX-ST in a minimum board lot size of at least S$250,000. The date of this Information Memorandum is 11 January 2017. IMPORTANT NOTICES This Information Memorandum does not constitute an offer of, nor is it calculated to invite or solicit offers for, the New Notes or other securities of the Issuer in any jurisdiction. The Information Memorandum is published in connection with the listing of the New Notes of the Issuer solely for the purpose of providing certain information with regard to the Introduction. The Information Memorandum may not be used for any other purpose and, in particular, no person is authorised to use or reproduce the Information Memorandum or any part thereof for any purpose whatsoever. This Information Memorandum is published in connection with the listing of the New Notes and solely for the purpose of giving information with regard to the Introduction and the Notes Exchange. You should read the Information Memorandum and the Consent Solicitation Statement (as defined herein) in their entirety before making an investment decision with regard to the New Notes and the Notes Exchange. The distribution of this Information Memorandum may be prohibited or restricted by law in certain jurisdictions. The Issuer requires persons into whose possession this Information Memorandum comes to inform themselves of and to observe any such prohibition or restriction at their own expense and without liability to the Issuer. This Information Memorandum contains information with regard to the Issuer, the Group (as defined herein), the Notes Exchange and the New Notes. The Issuer having made all reasonable enquiries, confirms that this Information Memorandum contains all information which is material in the context of the Notes Exchange and the issue of the New Notes, that all the information in this Information Memorandum is true and accurate in all material respects, that the opinions, expectations and intentions expressed in this Information Memorandum have been carefully considered and are fairly, reasonably and honestly held by the directors of the Issuer, are based on all relevant considerations and facts existing at the date of its issue and that there are no other facts the omission of which in the context of the Notes Exchange and the issue of the Notes would make any such information or expressions of opinion, expectation or intention misleading in any material respect.
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