Bond Seplat Energy Corp 9.25% ( XS1789190243 ) in USD

Seplat Energy Corp

100 % ▼

Nigeria

XS1789190243 ( in USD )

9.25% per year ( payment 2 times a year)

31/03/2023 - Bond has expired

Prospectus brochure of the bond Seplat Energy PLC XS1789190243 in USD 9.25%, expired

200 000 USD

350 000 000 USD

Seplat Energy PLC is a Nigerian independent energy company focused on the exploration, development, and production of oil and gas assets in Nigeria, with operations spanning onshore and offshore locations.

The XS1789190243 bond, issued by Seplat Energy PLC ? a prominent Nigerian independent energy company listed on both the Nigerian Exchange and the London Stock Exchange, primarily engaged in oil and gas exploration and production ? was a U.S. Dollar-denominated obligation from Nigeria with an original total issue size of $350,000,000, featuring a 9.25% interest rate paid semi-annually, and a minimum purchase size of $200,000, which reached its maturity on March 31, 2023, and has since been fully repaid at its par value of 100%.

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

Seplat Petroleum Development Company Plc
$350,000,000
91/4% Senior Notes due 2023
Guaranteed on a senior basis by certain of its subsidiaries

Seplat Petroleum Development Company Plc, incorporated as a public limited liability company under the laws of Nigeria (the
"Company"), is offering $350,000,000 aggregate principal amount of its 91/4% Senior Notes due 2023 (the "Notes"). Interest will accrue
at a rate of 9.25% per annum and we will pay interest on the Notes semi-annually on April 1 and October 1 of each year, commencing
on October 1. The Notes will mature on April 1, 2023.
At any time on or after April 1, 2020, we may redeem all or part of the Notes by paying the redemption prices set forth in this offering
memorandum (the "Offering Memorandum"). Prior to April 1, 2020, we will be entitled, at our option, to redeem all or a portion of
the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a "make-whole"
premium. In addition, prior to April 1, 2020, we may redeem, at our option, up to 40% of the Notes with the net proceeds from certain
equity offerings. If we undergo certain events defined as constituting a change of control, each holder may require us to repurchase
all or a portion of its Notes at 101% of their principal amount, plus accrued and unpaid interest, if any. In the event of certain
developments affecting taxation, we may redeem all, but not less than all, of the Notes. See "Description of Notes."
The Notes will be senior debt of and will rank pari passu in right of payment with all of our existing and future senior obligations,
including, the Revolving Credit Facility (as defined herein). The Notes will be guaranteed on a senior basis (the "Note Guarantees")
by certain of our subsidiaries (the "Guarantors"). The Notes will be structurally subordinated to all existing and future obligations and
other liabilities (including trade payables and letters of credit) of our restricted subsidiaries that are not Guarantors.
The Note Guarantees will be senior debt of each of the relevant Guarantors, ranking pari passu with all existing and future senior
obligations of that Guarantor, including, where applicable, such Guarantor's obligations under the Revolving Credit Facility. The
ability to take enforcement action against the Guarantors under the Note Guarantees is subject to significant restrictions, including a
standstill period, imposed by the Indenture (as defined herein). For a description of the restrictions imposed by the Indenture, see
"Description of Notes--Certain Covenants--Events of Default and Remedies--Standstill Provisions." The Note Guarantees will be
subject to significant contractual and legal limitations that may limit their enforceability, and the Note Guarantees may be released
under certain circumstances. See "Risk Factors--Risks Relating to the Notes--The terms of the Indenture and Note Guarantees will
impose significant limitations on the ability of the Trustee and holders of the Notes to take enforcement action pursuant to the Note
Guarantees." See also "Certain Insolvency Law Considerations.
This Offering Memorandum includes information on the terms of the Notes and Note Guarantees, including redemption and
repurchase prices, covenants and transfer restrictions.
This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated
July 10, 2005, as amended.
There is currently no public market for the Notes. We have applied to have the Notes admitted to listing on the Luxembourg Stock
Exchange and to trading on the Euro MTF Market. The Euro MTF Market is not a regulated market within the meaning of Directive
2004/39/EC.
Investing in the Notes involves a high degree of risk. See the "Risk factors"
section beginning on page 25 of this Offering Memorandum.

Price: 99.013% plus accrued interest, if any, from March 21, 2018.

The Notes will be represented on or about March 21, 2018 (the "Issue Date"), by one or more global notes, which will be delivered
through the Depository Trust Company ("DTC"), Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A.
("Clearstream") on or about the Issue Date. See "Book-Entry, Delivery and Form." The Notes will be in registered form in minimum
denominations of $200,000 and integral multiples of $1,000 in excess thereof.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or
the securities laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, this offering is
being made only to "qualified institutional buyers" ("QIBs") (as defined in Rule 144A under the U.S. Securities Act) in compliance
with Rule 144A under the U.S. Securities Act ("Rule 144A"). You are hereby notified that the Initial Purchasers (as defined herein)
of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A.
Outside of the United States, this offering is being made in reliance on Regulation S under the U.S. Securities Act ("Regulation S").
For further details about eligible offerees and resale restrictions, see "Plan of distribution" and "Notice to investors."
Global Coordinators
Citi
Standard Bank
Standard Chartered Bank
Joint Bookrunning Managers
Natixis
Nomura
Co-managers
Nedbank CIB
Rand Merchant Bank
The date of this Offering Memorandum is March 21, 2018.

In making your investment decision, you should rely only on the information contained in this Offering
Memorandum. We and Citigroup Global Markets Limited, The Standard Bank of South Africa Limited,
Standard Chartered Bank, Natixis, Nomura International plc, Nedbank Limited, London Branch, and
Rand Merchant Bank a division of FirstRand Bank Limited (London Branch) (collectively, the "Initial
Purchasers") have not authorized anyone to provide you with any other information. If you receive any
other information, you should not rely on it. We and the Initial Purchasers are offering to sell the Notes
only in places where offers and sales are permitted. You should not assume that the information contained
in this Offering Memorandum is accurate as of any date other than the date on the front cover of this
Offering Memorandum. Our business or financial condition and other information in this Offering
Memorandum may change after that date.

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . viii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiv
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . xvi
PRESENTATION OF INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xviii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
CORPORATE STRUCTURE AND CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . .
12
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
SUMMARY HISTORICAL FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
SUMMARY RESERVES, RESOURCES, PRODUCTION AND OPERATING DATA . . . . . . . . . .
23
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
SELECTED HISTORICAL FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . .
157
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 160
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241
INDEPENDENT PETROLEUM ENGINEERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 243
LIMITATIONS ON ENFORCEABILITY AND CERTAIN INSOLVENCY LAW

CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
i

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
This Offering Memorandum has been prepared by the Issuer solely for use in connection with the
proposed offering. You should read this Offering Memorandum before making a decision whether to
purchase any Notes. You must not:
· use this Offering Memorandum for any other purpose;
· make copies of any part of this Offering Memorandum or give a copy of it to any other person; or
· disclose any information in this Offering Memorandum to any other person, other than a person
retained to advise you in connection with the purchase of the Notes.
We have prepared this Offering Memorandum based on information we have or have obtained from
sources we believe to be reliable. Summaries of documents contained in this Offering Memorandum may
not be complete. We will make copies of actual documents available to you upon request. References to any
website contained herein do not form part of this Offering Memorandum. Neither we nor the Initial
Purchasers are providing you with any legal, investment, business, tax or other advice in this Offering
Memorandum. You should consult with your own counsel, accountants and other advisors as needed to
assist you in making your investment decision and to advise you whether you are legally permitted to
purchase the Notes.
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer
or solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where
action would be required for that purpose. Accordingly, the Notes may not be offered or sold, directly or
indirectly, and this Offering Memorandum may not be distributed, in any jurisdiction except in accordance
with the legal requirements applicable in such jurisdiction. You must comply with all laws applicable in any
jurisdiction in which you buy, offer or sell the Notes or possess or distribute this Offering Memorandum,
and you must obtain all applicable consents and approvals; neither we nor the Initial Purchasers shall have
any responsibility for any of the foregoing legal requirements.
We are offering the Notes, and the Guarantors are issuing the Note Guarantees, in reliance on (i) an
exemption from registration under the U.S. Securities Act for an offer and sale of securities that does not
involve a public offering and (ii) a transaction pursuant to Regulation S that is not subject to the registration
requirements of the U.S. Securities Act. If you purchase the Notes, you will be deemed to have made
certain acknowledgments, representations and warranties as detailed under "Notice to investors." The Notes
are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the U.S. Securities Act and applicable securities laws of any other jurisdiction pursuant to
registration or exemption therefrom. You may be required to bear the financial risk of an investment in the
Notes for an indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the Notes
in any jurisdiction where the offer and sale of the Notes is prohibited. Neither we nor the Initial Purchasers
are making any representation to you that the Notes are a legal investment for you.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in
force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent,
approval or permission required by it 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.
Neither the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission
nor any non-U.S. securities authority nor other authority has approved or disapproved of the Notes or
determined if this Offering Memorandum is truthful or complete. Any representation to the contrary is a
criminal offense.
We accept responsibility for the information contained in this Offering Memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information
contained in this Offering Memorandum with regard to us and our subsidiaries and affiliates and the Notes
is true and accurate in all material respects, that the opinions and intentions expressed in this Offering
Memorandum are honestly held and that we are not aware of any other facts, the omission of which would
make this Offering Memorandum or any statement contained herein misleading in any material respect.
The Initial Purchasers, the Trustee, the Paying Agent, the Transfer Agent and the Registrar make no
representation or warranty, express or implied, as to, and assume no responsibility for, the accuracy or

ii

completeness of the information contained in this Offering Memorandum. Nothing contained in this
Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers,
the Trustee, the Paying Agent, the Transfer Agent and the Registrar as to the past, the present or the future.
We reserve the right to withdraw this offering at any time. We and the Initial Purchasers may reject any
offer to purchase the Notes in whole or in part for any reason or no reason, sell less than the entire principal
amount of the Notes offered hereby or allocate to any purchaser less than all of the Notes for which it has
subscribed. The Initial Purchasers and certain of their respective related entities may acquire, for their own
accounts, a portion of the Notes.
The information set out in relation to sections of this Offering Memorandum describing clearing and
settlement arrangements, including in the "Description of Notes" and "Book-entry, delivery and form," is
subject to a change in or reinterpretation of the rules, regulations and procedures of DTC, Euroclear or
Clearstream currently in effect. We and the Guarantors confirm that this information has been accurately
reproduced and that as far as we and the Guarantors are aware and are able to ascertain from information
published by DTC, Euroclear and Clearstream, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
The Notes will be available in book-entry form only. We expect that the Notes sold pursuant to this offering
memorandum will be issued in the form of one or more global notes. The Rule 144A Global Notes will be
deposited with a custodian for DTC, and registered in the name of Cede & Co. as nominee of DTC. The
Regulation S Global Notes will be deposited with, and registered in the name of, a nominee of a common
depository for Euroclear and Clearstream. The Notes will be issued in minimum denominations of $200,000
and integral multiples of $1,000 in excess thereof. Beneficial interests in the global notes will be shown on,
and transfers of interests in the global notes will be effected only through, records maintained by DTC,
Euroclear and Clearstream and their direct and indirect participants. After the initial issuance of the global
notes, Notes in certificated form will be issued in exchange for the global notes only as set forth in the
indenture governing the Notes. "See "Book-entry, Delivery and Form."
We have applied to list the Notes on the Luxembourg Stock Exchange and have the Notes admitted for
trading on the Euro MTF Market, and have submitted this Offering Memorandum to the competent
authority in connection with the listing application. In the course of any review by the competent authority,
we may be requested to make changes to the financial and other information included in this Offering
Memorandum. We may also be required to update the information in this Offering Memorandum to reflect
changes in our business, prospects, financial condition or results of operations. We cannot guarantee that
the application to the Luxembourg Stock Exchange for the Notes to be listed and admitted to trading the
Euro MTF Market thereof will be approved as of the Issue Date for the Notes or at any time thereafter,
and settlement of the Notes is not conditioned on obtaining this admission to trading.
IN CONNECTION WITH THE ISSUE OF THE NOTES, STANDARD CHARTERED BANK (THE
"STABILIZING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT NECESSARILY OCCUR.
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE
ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

NOTICE TO U.S. INVESTORS
This offering is being made in the United States in reliance upon an exemption from registration under the
U.S. Securities Act for an offer and sale of the Notes which does not involve a public offering. In making
your purchase, you will be deemed to have made certain acknowledgments, representations and
agreements. See "Notice to investors."
This Offering Memorandum is being provided (1) to a limited number of U.S. investors that we reasonably
believe to be QIBs under Rule 144A under the U.S. Securities Act for informational use solely in
3

connection with their consideration of the purchase of the Notes and (2) to investors outside the United
States pursuant to offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the
U.S. Securities Act. The Notes described in this Offering Memorandum have not been registered with,
recommended by or approved by the U.S. SEC, any state securities commission in the United States or any
other securities commission or regulatory authority, nor has the U.S. SEC, any state securities commission
in the United States or any such securities commission or authority passed upon the accuracy or adequacy
of this Offering Memorandum. Any representation to the contrary is a criminal offense.

CERTAIN CONSIDERATIONS REGARDING SALES INTO CANADA
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be
made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if this Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province
or territory for particulars of these rights, or consult with a legal advisor.
Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Initial
Purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this Offering.

NOTICE TO NIGERIAN INVESTORS
This Offering Memorandum and the Notes have not been and will not be registered with the Nigerian
Securities and Exchange Commission (the "Nigerian SEC"), or pursuant to the Nigerian Investment and
Securities Act No. 29 of 2007 (the "ISA") and the Rules and Regulations of the Nigerian SEC, 2013, as
amended ("Nigerian SEC Rules"). This Offering Memorandum is not an offering circular or an invitation
to the public within the meaning of the ISA. Further, neither this Offering Memorandum nor any other
offering material related to the Notes may be utilized in connection with any offering to the public within
Nigeria, and the Notes may not be offered or sold within Nigeria to, or for the account or benefit of, persons
resident in Nigeria, except to the extent that the Offering Memorandum and the Notes have been registered
with the Nigerian SEC and its written approval obtained in accordance with the provisions of the ISA, other
Nigerian securities law and the Nigerian SEC Rules.

NOTICE TO SOUTH AFRICAN INVESTORS
No "offer to the public" (as such term is defined in the South African Companies Act, 71 of 2008, as
amended (the "South African Companies Act")) in South Africa is being made in connection with the issue
of the Notes and accordingly this Offering Memorandum does not, nor does it intend to, constitute a
"registered prospectus", as contemplated in chapter 4 of the South African Companies Act. Any issue or
offering of the Notes in South Africa constitutes an offer for the subscription and sale of the Notes in South
Africa only to selected investors who fall within the exemptions set out in section 96(1)(a) or (b) of the
South African Companies Act and, accordingly, such offer would not be considered to be an "offer to the
public" for the purposes of the South African Companies Act.
No South African residents or offshore subsidiary of a South African resident may subscribe for or purchase
any of the Notes or beneficially own or hold any of the Notes unless specific approval has been obtained by
such persons from the Financial Surveillance Department of the South African Reserve Bank ("SARB") or
such subscription, purchase or beneficial holding or ownership is otherwise permitted under the South
African exchange control regulations or the rulings promulgated thereunder (including, without limitation,
the rulings issued by the SARB providing for foreign investment allowances applicable to persons who are
residents of South Africa under the applicable exchange control laws of South Africa).
Information made available in this Offering Memorandum should not be considered as "advice" as defined
in the South African Financial Advisory and Intermediary Services Act, 2002.
4

NOTICE TO CERTAIN INVESTORS IN SWITZERLAND
This Offering Memorandum, as well as any other material relating to the Notes which are the subject of the
Offering contemplated by this Offering Memorandum, do not constitute an issue prospectus pursuant to
article 652a and/or article 1156 of the Swiss Code of Obligations and may not comply with the Directive for
Notes of Foreign Borrowers of the Swiss Bankers Association. The Notes will not be listed on the SIX Swiss
Exchange ("SIX" or "SIX Swiss Exchange"), and, therefore, the documents relating to the Notes, including,
but not limited to, this Offering Memorandum, do not claim to comply with the disclosure standards of the
Swiss Code of Obligations and the listing rules of SIX Swiss Exchange and corresponding prospectus
schemes annexed to the listing rules of the SIX Swiss Exchange. The Notes are being offered in Switzerland
by way of a private placement (i.e. to a limited number of selected investors only), without any public
advertisement and only to investors who do not purchase the Notes with the intention to distribute them to
the public. The investors will be individually approached directly from time to time. This Offering
Memorandum, as well as any other material relating to the Notes, is personal and confidential and does not
constitute an offer to any other person. This Offering Memorandum, as well as any other material relating
to the Notes, may only be used by those investors to whom it has been handed out in connection with the
Offering described herein and may neither directly nor indirectly be distributed or made available to other
persons without the Issuer's express consent. This Offering Memorandum, as well as any other material
relating to the Notes, may not be used in connection with any other offer and shall in particular not be
copied and/or distributed to the public in (or from) Switzerland.

NOTICE TO CERTAIN EUROPEAN INVESTORS
United Kingdom. This Offering Memorandum is directed only at persons ("Relevant Persons") who (i) fall
within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, (ii) fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc.) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended or (iii) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection
with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated.
This Offering Memorandum must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this Offering Memorandum relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Recipients of this Offering
Memorandum are not permitted to transmit it to any other person. The Notes are not being offered to the
public in the United Kingdom.
Professional investors and ECPs only target market: Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Notes has led to the conclusion
that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA retail investors: The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC
(as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). No key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared. Offering
or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT
IN THE NOTES.
5

FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes statements that are, or may deemed to be, "forward-looking
statements," within the meaning of the securities laws of certain jurisdictions, including statements under
the headings "Presentation of industry and market data," "Summary," "Risk factors," "Management's
discussion and analysis of financial condition and results of operations," "Our business" and other sections.
These forward-looking statements can be identified by the use of forward-looking terminology, including
the terms "anticipate," "expect," "suggests," "plan," "believe," "intend," "estimates," "targets," "projects,"
"should," "could," "would," "may," "will," "forecast" and other similar expressions or, in each case, their
negative or other variations or comparable terminology. These forward-looking statements include all
matters that are not historical facts. They appear in a number of places throughout this Offering
Memorandum and include statements regarding our intentions, beliefs or expectations concerning, among
other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the
industry in which we operate. While these forward-looking statements are based on our internal
expectations, estimates, projections, assumptions and beliefs as at the date of such statements or
information, including, among other things, assumptions with respect to production, future capital
expenditures and cash flows, we caution you that the assumptions used in the preparation of such
information may prove to be incorrect and no assurance can be given that our expectations, or the
assumptions underlying these expectations, will prove to be correct.
We caution you that forward-looking statements are not guarantees of future performance and that our
actual results of operations, financial condition and liquidity, and the development of the industry in which
we operate may differ materially from those made in or suggested by the forward-looking statements
contained in this Offering Memorandum. In addition, even if our results of operations, financial condition
and liquidity, and the development of the industry in which we operate are consistent with the
forward-looking statements contained in this Offering Memorandum, those results or developments may
not be indicative of results or developments in subsequent periods.
Any forward-looking statements that we make in this Offering Memorandum speak only as at the date of
such statement, and we undertake no obligation to update such statements. Comparisons of results for
current and any prior periods are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical data.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. We believe that these risks and
uncertainties include, but are not limited to, those described in the "Risk factors" section of this Offering
Memorandum:
· operational impediments or damage to, or the shut-down of, current production, processing and
transportation infrastructure;
· uncertainties in connection with exploration, appraisal and development of oil and gas assets;
· the concentration of our primary reserves and resources in one geographic region;
· the decline in our reserves due to the inability to explore, develop or acquire additional reserves;
· militant and unlawful activity;
· fluctuations in oil and gas prices or local demand;
· the inability to attract and retain skilled personnel;
· the reliance upon our commercial partners to comply with the obligations under the relevant license
or agreements pursuant to which the assets are operation and agreed work program are completed in
accordance with their terms;
· delay, disruptions and disputes with third party operations, partners and other project participants;
· operational impediments or damage to our processing and evacuation infrastructure;
· competitiveness within the oil and gas exploration and production industry;
· our inability to expand and recognize anticipated benefits of acquisitions;
· ability to address community issues;
6

· non-compliance with applicable laws and regulations due to uncertainty in the interpretation and of
such laws and regulations;
· the loss or termination of our oil licenses and leases;
· the inability to obtain good and marketable title to, or contractual interests in, licensed assets;
· the exposure to increased market risk and uncertainty as a result of operating in an emerging market;
· the implementation of oil production quotas, including limitations on oil production volumes imposed
by OPEC;
· CBN intervention in the currency markets and volatility related to the Naira;
· the inability to adequately address actual or perceived corruption and inability to attract future
investment;
· logistical and operational difficulties associated with operating in Nigeria;
· changes in governmental regulation, including without limitation regulatory changes affecting the
availability of permits, and governmental policies and actions that may affect operations or our
planned expansion;
· amendments to, or the adoption of, new customs or taxation laws, rules and regulations;
· the failure to comply with health, safety and environmental laws and regulations;
· discrepancies between our estimated reserves, resources, quality and production volumes;
· litigation or allegations that negatively portray our business, operations, assets, shareholders or
management;
· damage to our image or reputation due to the actual or perceived failure to address community issues;
· damage to our commercial partners' reputations due to negative publicity;
· our inability to maintain adequate insurance coverage; and
· other risks associated with our financial profile and the Notes discussed under "Risk factors."
The list above is not exhaustive and there are other factors that may cause our actual results to differ
materially from the forward-looking statements contained in this Offering Memorandum. Moreover, new
risk factors emerge from time to time and it is not possible for us to predict all such risk factors. We cannot
assess the impact of all risk factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking
statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking
statements as a prediction of actual results.
We urge you to read the sections of this Offering Memorandum entitled "Risk factors," "Management's
discussion and analysis of financial condition and results of operations," "Presentation of industry and market
data" and "Our business" for a more complete discussion of the factors that could affect our future
performance and the markets in which we operate.
vii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial information
Our audited consolidated financial statements as at and for the years ended December 31, 2015, 2016 and
2017 included in this Offering Memorandum have been prepared in accordance with International
Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
In 2015, we concluded negotiations to purchase 56.25% of BelemaOil Producing Limited ("BelemaOil"), a
Nigerian special purpose vehicle that had purchased a 40% operating interest in OML 55. In July 2016, we
agreed to a new commercial arrangement with BelemaOil (the "OML 55 Deed of Settlement and Release"),
in which, in return for a discharge sum of $330 million to be paid to us over a six year period through the
allocation of crude oil reserves from OML 55, we relinquished all control over BelemaOil. In 2016, as we
no longer exercised control over the entity, we deconsolidated BelemaOil. In our financial statements for
the year ended December 31, 2016, we recorded our right to receive the discharge sum as a right to receive
an equivalent U.S. Dollar amount of crude oil. After the discharge sum is paid, we will no longer have any
interest in OML 55. See "Our business--Upstream Assets--Description of assets--OML 55" and "Our
business--Material agreements relating to our assets--OML 55 Deed of Settlement and Release."
The financial information included in this Offering Memorandum is not intended to comply with U.S. SEC
reporting requirements. Compliance with such requirements would require the modification, reformulation
or exclusion of certain financial measures. In addition, changes would be required in the presentation of
certain other information.

Non-IFRS financial measures
This Offering Memorandum contains non-IFRS measures and ratios, including EBITDAX and Adjusted
EBITDAX, capital expenditure, working capital, total debt, net debt, production opex and coverage ratios
that are not required by, or presented in accordance with, IFRS. Our management uses these measures to
evaluate operating performance and liquidity, in presentations to our Board and as a basis for strategic
planning and forecasting, as well as monitoring certain aspects of our operating cash flow and liquidity. We
present non-IFRS measures and ratios because we believe that they and similar measures are widely used
by certain investors, securities analysts and other interested parties as supplemental measures of
performance and liquidity. The non-IFRS measures and ratios may not be comparable to other similarly
titled measures of other companies and have limitations as analytical tools and should not be considered in
isolation or as a substitute for analysis of our operating results as reported under IFRS. Non-IFRS
measures and ratios are not measurements of our performance or liquidity under IFRS and should not be
considered as alternatives to operating profit or profit for the year and capital expenditure or any other
performance measures derived in accordance with IFRS or as alternatives to cash flow from operating,
investing or financing activities.
We present a reconciliation of each of the non-IFRS measures to the most directly comparable measure
calculated and presented in accordance with IFRS and discuss its limitations. For a reconciliation of these
non-IFRS measures, refer to "Summary historical financial data."
EBITDAX and Adjusted EBITDAX may also be defined differently from the corresponding terms under
the Indenture. Some of the limitations of EBITDAX and Adjusted EBITDAX are:
· they do not reflect our cash expenditures or future requirements for capital expenditure;
· they do not reflect changes in, or cash requirements for, our working capital needs;
· they do not reflect the significant interest expense, or the cash requirements necessary, to service
interest or principal payments on our debt;
· although depreciation and amortization are non-cash charges, the assets being depreciated and
amortized will often need to be replaced in the future and EBITDAX and Adjusted EBITDAX do not
reflect any cash requirements that would be required to make such replacements;
· they do not reflect the impact of certain cash charges resulting from matters we consider not to be
indicative of our ongoing operations; and
· other companies in our industry may calculate these measures differently from the way we do, limiting
their usefulness as comparative measures.
viii