Obligation Rosnefte 7.25% ( XS0484209159 ) en USD

Société émettrice Rosnefte
Prix sur le marché 100 %  ▼ 
Pays  Luxembourg
Code ISIN  XS0484209159 ( en USD )
Coupon 7.25% par an ( paiement semestriel )
Echéance 02/02/2020 - Obligation échue



Prospectus brochure de l'obligation Rosneft XS0484209159 en USD 7.25%, échue


Montant Minimal 100 000 USD
Montant de l'émission 500 000 000 USD
Description détaillée Rosneft est une compagnie pétrolière et gazière russe, la plus grande du pays par la production, détenue majoritairement par l'État russe.

L'obligation Rosneft (XS0484209159), émise à Luxembourg pour un montant total de 500 000 000 USD, avec un taux d'intérêt de 7,25%, échéant le 02/02/2020, a été intégralement remboursée à son prix nominal de 100%, avec un paiement semestriel et une taille minimale d'achat de 100 000 USD.







TNK-BP Finance S.A.
(incorporated with limited liability in Luxembourg)
as Issuer
U.S.$8,000,000,000
Guaranteed Debt Issuance Programme
Unconditionally and irrevocably guaranteed by
TNK-BP International Limited
(incorporated with limited liability in the British Virgin Islands)
No Notes may be issued under the Programme
which have a minimum denomination of less than
c50,000 (or its equivalent in another currency)
Joint Arrangers and Permanent Dealers
CALYON
Barclays Capital
Cre´dit Agricole CIB
The Royal Bank of Scotland
Permanent Dealers
BNP PARIBAS
Credit Suisse
Citi
UBS Investment Bank
Base Prospectus dated 20 January 2010


This Base Prospectus contains information provided by TNK-BP Finance S.A. (the ``Issuer'') and
TNK-BP International Limited (``TNK-BP International'' or the ``Guarantor'') in connection with a
Guaranteed Debt Issuance Programme (the ``Programme'') under which the Issuer may issue and have
outstanding at any time global medium term notes (the ``Notes'') on the terms set out herein (the
``Terms and Conditions of the Notes'') as supplemented by the final terms (the ``Final Terms'' and each
a ``Final Term'') setting out the specific terms of each issue up to a maximum aggregate amount of
U.S.$8,000,000,000 or its equivalent in alternative currencies. In this Base Prospectus, references to
``TNK-BP'' or the ``Group'' mean TNK-BP International together with its consolidated subsidiaries,
unless the context requires otherwise. See ``TNK-BP History and Organisational Structure--Present
Structure of the TNK-BP Group''.
The Notes will be constituted by, and have the benefit of, an amended and restated trust deed dated
20 January 2010 (the ``Trust Deed'') between the Issuer, the Guarantor and Citicorp Trustee
Company Limited (the ``Trustee''). The Guarantor will unconditionally and irrevocably guarantee the
due and punctual payment of all amounts due and payable in respect of any Notes issued by the
Issuer pursuant to, in the case of the Guarantor, Clause 5 of the Trust Deed (the ``Guarantee''). The
Issuer and the Guarantor have, pursuant to an amended and restated dealer agreement (the ``Dealer
Agreement'') dated 20 January 2010, appointed Barclays Bank PLC, CALYON, The Royal Bank of
Scotland plc, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse Securities (Europe)
Limited and UBS Limited (the ``Dealers'') as dealers for the Notes under the Programme, and have
authorised and requested the Dealers to circulate this Base Prospectus in connection with the
Programme, subject to the provisions of the Dealer Agreement.
No Notes may be issued under the Programme which have a minimum denomination of less than
c50,000 (or its equivalent in another currency). Subject thereto and to compliance with all applicable
legal, regulatory and/or central bank requirements, Notes will be issued in such denominations as may
be specified in the relevant Final Terms.
All of the information contained in this Base Prospectus concerning the Russian oil and gas market
and TNK-BP's competitors, which may include estimates or approximations, has been derived from
publicly available information, including press releases and filings made under various securities laws.
The Issuer and the Guarantor accept responsibility for correctly copying such information from its
sources and confirm that such information has been correctly copied from its sources. However, the
Issuer and the Guarantor have relied on the accuracy of such information without carrying out an
independent verification.
Neither this Base Prospectus nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer, the Guarantor, the Dealers or the Trustee that any
recipient of this Base Prospectus or any other information supplied relating to the Programme or any
Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and the Guarantor. Neither this Base Prospectus nor any other
information supplied in connection with the Programme nor the issue of any Notes constitutes an
offer or invitation by or on behalf of the Issuer or the Guarantor or any of the Dealers or the
Trustee to any person to subscribe for or to purchase any Notes.
No representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Dealers or the Trustee as to the accuracy or completeness at any time of
this Base Prospectus or any supplement hereto. No person has been authorised by the Issuer, the
Guarantor, the Dealers or the Trustee to give any information or to make any representation not
contained in this Base Prospectus or any supplement hereto, and, if given or made, such information
or representation must not be relied upon as having been authorised.
The distribution of this Base Prospectus and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Notes come are required by the Issuer, the Guarantor, the Dealers and the Trustee to inform
themselves about and to observe any such restrictions. In particular, such persons are required to
comply with the restrictions on offers or sales of Notes and on distribution of this Base Prospectus
and other information in relation to the Notes set out under ``Subscription and Sale'' and ``Transfer
Restrictions''.
In connection with the issue of any Tranche of Notes (as defined in ``Overview of the Programme''),
the Dealer or Dealers (if any) named as the stabilising manager(s) (the ``Stabilising Manager(s)'') (or
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persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot
Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation
action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting
on behalf of any Stabilising Manager) in accordance with all applicable laws and rules.
Furthermore, none of the Dealers or the Trustee makes any comment about the treatment for
taxation purposes of payments or receipts in respect of any Notes. Each investor contemplating
acquiring Notes under the Programme must seek such tax or other professional advice as it considers
necessary for the purpose.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which
precede them.
AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE ``RISK
FACTORS''.
THE NOTES AND THE GUARANTEE (TOGETHER, THE ``SECURITIES'') HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE ``SECURITIES ACT''), AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY
NOT BE OFFERED AND SOLD 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'')). THE NOTES MAY BE OFFERED AND SOLD
(i) WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS (EACH, A
``QIB''), AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (``RULE 144A''), IN
RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A
(SUCH NOTES SO OFFERED AND SOLD, THE ``RULE 144A NOTES'') AND (II) TO NON-
U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S (SUCH
NOTES SO OFFERED AND SOLD, THE ``REGULATION S NOTES''). THE ISSUER HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT.
PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE NOTES
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND
CERTAIN OTHER RESTRICTIONS, SEE ``SUBSCRIPTION AND SALE'' AND ``TRANSFER
RESTRICTIONS''.
This Base Prospectus has been approved on the date hereof by the Luxembourg Commission de
Surveillance du Secteur Financier (the ``CSSF'') in its capacity as the competent authority for the
purpose of Directive 2003/71/EC (the ``Prospectus Directive'') and the Luxembourg law on
prospectuses for securities of 10 July 2005. This Base Prospectus constitutes a Base Prospectus for the
purposes of and in compliance with the Prospectus Directive and the Luxembourg law on
prospectuses for securities of 10 July 2005 for the purpose of giving information with regard to the
issue of Notes under the Programme during the period of twelve months from the date of its
publication. Application has been made to list Notes issued under the Programme on the official list
and traded on the regulated market (within the meaning of Directive 2004/39/EC (Markets in
Financial Instruments Directive) of the Luxembourg Stock Exchange. The Programme provides that
Notes may in the future be listed on such other or further stock exchange(s) as may be agreed
between the Issuer, the Guarantor and the relevant Dealer(s) in relation to each issue, provided that
the relevant requirements have been met. The relevant Final Terms in respect of the issue of any
Notes will specify whether or not such Notes will be listed on the official list and traded on the
Regulated Market of the Luxembourg Stock Exchange (or any other stock exchange). The Issuer may
also issue unlisted Notes pursuant to the Programme.
Regulation S Notes of each Series which are sold in an ``offshore transaction'' within the meaning of
Regulation S will initially be represented by interests in a global unrestricted note in registered form
(each, a ``Regulation S Global Note''), without interest coupons, which will be deposited with a
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common depositary for, and registered in the name of a nominee of, Euroclear Bank SA/NV
(``Euroclear'') and Clearstream Banking, socie´te´ anonyme (``Clearstream, Luxembourg'') on its Issue
Date (as defined below). Beneficial interests in a Regulation S Global Note will be shown on, and
transfers thereof will be effected only through records maintained by, Euroclear or Clearstream,
Luxembourg. Rule 144A Notes of each Series sold to QIBs, as referred to in, and subject to, the
transfer restrictions described in ``Subscription and Sale'' and ``Transfer Restrictions'', will initially be
represented by interests in a global restricted Note in registered form (each, a ``Rule 144A Global
Note'' and, together with any Regulation S Global Notes, the ``Global Notes''), without interest
coupons, which will be deposited with a custodian for, and registered in the name of a nominee of,
The Depository Trust Company (``DTC'') on its Issue Date. Beneficial interests in a Rule 144A
Global Note will be shown on, and transfers thereof will be effected only through, records maintained
by DTC and its participants. See ``Summary of the Provisions Relating to the Notes in Global Form''.
Individual definitive Notes in registered form will only be available in certain limited circumstances as
described herein.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION (THE ``SEC''), ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE NOTES OR THE ACCURACY OR THE ADEQUACY OF THIS BASE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES (``RSA'') WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENCED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON
THE
MERITS
OR
QUALIFICATIONS
OF,
OR
RECOMMENDED
OR
GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
ENFORCEABILITY OF JUDGMENTS
The Issuer is a company organised under the laws of Luxembourg and the Guarantor is a
corporation organised under the laws of the British Virgin Islands. None of the directors and
executive officers of the Issuer or the Guarantor are residents of the United States or the United
Kingdom, and all or a substantial portion of the assets of the Issuer and the Guarantor and such
persons are located outside the United States and the United Kingdom. As a result, it may not be
possible for investors to effect service of process within the United States or the United Kingdom
upon the Issuer or the Guarantor or such persons or to enforce against any of them in the United
States courts or courts located in the United Kingdom judgments obtained in United States courts or
courts located in the United Kingdom, respectively, including judgments predicated upon the civil
liability provisions of the securities laws of the United States or any State or territory within the
United States.
In addition, it may be difficult for investors to enforce, in original actions brought in courts in
jurisdictions located outside the United Kingdom, their claims in respect of liabilities predicated upon
English law.
A final judgment obtained in the courts of England will be enforceable in Luxembourg subject to
applicable ``exequatur'' proceedings as provided for in the Council Regulation (EC) No. 44/2001 of 22
December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and
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commercial matters and the Council Regulation (EC) No. 805/2004 of 21 April 2004 creating a
European enforcement order for uncontested claims.
SUPPLEMENTS TO THE BASE PROSPECTUS
The Issuer (failing which the Guarantor) will, in connection with the listing of the Notes on the
official list and admission to trading on the Regulated Market of the Luxembourg Stock Exchange,
so long as any Note remains outstanding and listed on such exchange, in the event of any material
change in the Condition of the Issuer or the Guarantor which is not reflected in this Base Prospectus,
prepare a supplement to the Base Prospectus or publish a new Base Prospectus for use in connection
with any subsequent issue of the Notes to be listed on the official list and admitted to trading on the
Regulated Market of the Luxembourg Stock Exchange.
The Issuer and the Guarantor may agree with any Dealer that a Series of Notes may be issued in a
form not contemplated by the Terms and Conditions of the Notes herein, in which event a
supplement to the Base Prospectus, if appropriate, will be published which will describe the effect of
the agreement reached in relation to such Series of Notes.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
The financial information of TNK-BP set forth herein has, unless otherwise indicated, been derived
from its audited consolidated financial statements prepared in accordance with U.S. Generally
Accepted Accounting Principles (``U.S. GAAP'') as set forth on pages F-2 through F-41 of this Base
Prospectus as of 31 December 2008, 2007 and 2006 and for the years ended 31 December 2008, 2007
and 2006 (``TNK-BP's Audited U.S. GAAP Financial Statements''). This Base Prospectus also includes
on pages F-42 through F-63 unaudited interim condensed consolidated financial statements, prepared
by TNK-BP in accordance with U.S. GAAP as applicable to interim consolidated financial reporting,
as of 30 September 2009 and 31 December 2008 and for the nine-month periods ended 30 September
2009 and 2008 (``TNK-BP's Unaudited Nine Months Interim Financial Statements'' and, together with
TNK-BP's Audited U.S. GAAP Financial Statements, ``TNK-BP's Financial Statements''). The U.S.
dollar is the functional and reporting currency for TNK-BP's Financial Statements.
The financial information of the Issuer set forth herein has, unless otherwise indicated, been derived
from its audited financial statements prepared in accordance with Luxembourg legal and regulatory
requirements as set forth on pages F-64 through F-83 of this Base Prospectus as of and for the years
ended 31 December 2008 and 2007 and as of and for the years ended 31 December 2007 and 2006
(the ``Issuer's Financial Statements'', together with TNK-BP's Financial Statements, the ``Financial
Statements''). The U.S. dollar is the functional and reporting currency for the Issuer's Financial
Statements.
Effective 1 January 2009, TNK-BP adopted the U.S. GAAP guidance on consolidation as it relates to
noncontrolling interests. The guidance changed the accounting and reporting standards for minority
interests, which were recharacterised as noncontrolling interests and classified as a component of
equity. In accordance with this guidance, TNK-BP changed the presentation of existing minority
interests in TNK-BP's Financial Statements.
Currency
In this Base Prospectus:
``RUR'' or ``rouble'' means the lawful currency of the Russian Federation;
``U.S. dollar'' or ``U.S.$'' means the lawful currency of the United States;
``Euro'' or ``e'' means the lawful currency of the member states of the European Union that adopted
the single currency in accordance with the Treaty of Rome establishing the European Economic
Community, as amended by the Treaty on the European Union, signed at Maastricht, on 7 February
1992; and
``Sterling'' or ``£'' means the lawful currency of the United Kingdom of Great Britain and Northern
Ireland.
Oil and Gas Reserves Data
This Base Prospectus contains information concerning TNK-BP's estimated proved, probable and
possible oil and gas reserves that has been derived or extracted from the reports of DeGolyer and
MacNaughton, a firm of independent petroleum engineers, dated as of 31 December in each of 2008,
2007 and 2006, and which are estimated in accordance with the following two sets of global
standards of reserves measurement:
*
the U.S. Society of Petroleum Engineers, Inc.'s Petroleum Resource Management System
(``PRMS'') standards (formerly called SPE standards); and
*
the standards of reserves measurement applied by the U.S. Securities and Exchange Commission
(the ``SEC''), including such standards on the basis of reserves being calculated through the
current licence period (the ``SEC-LE basis'') and such standards on the basis of reserves being
calculated through the economic life of the fields (the ``SEC-LOF basis'').
PRMS standards are reviewed and jointly sponsored by the World Petroleum Council, the American
Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers.
Petroleum engineering is a subjective process of estimating underground accumulations of oil and gas
that cannot be measured in an exact manner. These estimates necessarily depend upon a number of
variable factors and assumptions, many of which are beyond our control. Due to the inherent
uncertainties and the necessarily limited nature of reservoir data and the inherently imprecise nature
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of reserves estimates the reserves amounts disclosed in this Base Prospectus may change as additional
information becomes available. Prospective investors should not place undue reliance on the ability of
the reserves reports prepared by DeGolyer and MacNaughton to predict actual reserves or on
comparisons of similar reports concerning companies established in other economic systems.
DeGolyer and MacNaughton's reserves reports as of 31 December 2008, 2007 and 2006 (respectively,
the ``2008 Reserves Report'', the ``2007 Reserves Report'' and the ``2006 Reserves Report'' and
collectively the ``Reserves Reports'') are based upon the authority of DeGolyer and MacNaughton as
an expert with respect to such matters and relate to reserves held by all of TNK-BP's exploration and
production subsidiaries and joint ventures, excluding OAO NGK Slavneft (``Slavneft'').
Annex A to this Base Prospectus contains a summary of the 2008 Reserves Report insofar as it
relates to the review of TNK-BP's oil and gas fields on the SEC-LOF basis (the ``2008 SEC-LOF
Reserves Report''). The 2007 Reserves Report and the 2006 Reserves Report are not included in this
Base Prospectus, and the 2008 Reserves Report, insofar as it relates to the review of TNK-BP's oil
and gas fields based on the SEC-LE basis and the PRMS standards, has not been included in this
Base Prospectus. In addition, the tables and appendices attached to the 2008 SEC-LOF Reserves
Report which detail TNK-BP's reserves and revenue by subdivision and by subsidiary have not been
reproduced in Annex A of this Base Prospectus.
Unless otherwise indicated, reserves data contained in this Base Prospectus has been calculated on the
SEC-LOF basis.
The Reserves Reports have been prepared on the basis of the standards in effect as of their respective
dates. The SEC has recently adopted significant revisions to the SEC standards on oil and gas
reporting, which became effective on 1 January 2010. The main revisions that may have an impact on
TNK-BP's reserve quantities relate to the use of a 12-month average price to estimate reserves rather
than the price on the last day of the year and to the use of new technology and the enlargement of
the areas for which reserves may be determined.
Under SEC standards in effect as of the dates of the respective Reserve Reports, proved oil and gas
reserves were the estimated quantities of crude oil, natural gas, and natural gas liquids (``NGL'') that
geological and engineering data demonstrated with reasonable certainty would be recoverable in
future years from known reservoirs under existing economic and operating conditions, i.e., prices and
costs as of the date the estimate is made. Increases in price were taken into account only as already
provided in existing contractual arrangements. In addition, under the SEC standards in effect as of
the dates of the respective Reserve Reports (i) reservoirs were considered proved if economically
feasible production was supported by either actual production or a conclusive formation test and (ii)
reserves that could be produced economically through application of improved recovery techniques
(such as fluid injection) were considered proved upon successful testing through a pilot project or if
support for the engineering analysis on which the project was based was otherwise obtained.
The PRMS standards and the SEC standards differ in certain material respects. In addition, the SEC-
LE basis and the SEC-LOF basis differ in certain material respects which are discussed below. The
following is a description of principal differences (although the description does not include all of the
differences and some differences not described may be material):
Duration of Licences. Under the SEC-LE basis in effect as of the dates of the respective Reserve
Reports and guidance issued by the SEC staff in respect thereof, quantities of oil and gas deposits
may be required to be limited to quantities expected to be produced during the term of the licences
with respect thereto. In this regard, the guidance is that renewals of licences should not be assumed
unless a demonstrated track record exists in respect of obtaining renewals. Under the PRMS
standards and the SEC-LOF basis, TNK-BP's proved reserves were projected to the end of the
economic producing life of the evaluated fields. For purposes of the Reserves Reports, insofar as they
are based upon the SEC-LOF basis, DeGolyer and MacNaughton accepted TNK-BP's representations
that, upon completion of the primary term of its current licences, TNK-BP intends to extend the
licences to the end of the economic life of the associated fields and that it intends to proceed
accordingly
with
the
development
and
operations
of
those
fields.
Based
upon
TNK-BP's
representations, DeGolyer and MacNaughton included as proved reserves those volumes that are
estimated to be economically producible from the fields after the expiration of the primary term of
the licences.
TNK-BP has excluded quantities producible beyond the licence period expiration dates when
calculating the estimated reserves under the SEC-LE basis, which is one of the reasons why its
estimated reserves under the SEC-LE basis are lower than under the SEC-LOF basis. However,
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TNK-BP believes that it has, in substance, demonstrated an ability to obtain renewals by
substantially complying with the terms of its current licences and, although there can be no assurance
that TNK-BP will continue to be able to renew its licences, in 2006 TNK-BP extended two key
licences regulating TNK-BP's production from the Samotlor oil field from 2013 until 2038. The
Samotlor field is TNK-BP's largest oil field and accounted for approximately 32% of TNK-BP's crude
oil production in 2008. In 2007 six licences were extended to dates ranging from 2037 to 2050. In
2008 and in the first nine months of 2009, 15 additional licences were extended to dates ranging from
2025 to 2048 (of which, eight were extended until 2038). For the period from the formation of TNK-
BP in 2003 until 30 September 2009, 24 renewal applications have been successfully approved and no
applications have been declined. See ``Business--Upstream Business--Licences''.
If TNK-BP calculated depreciation, depletion and amortisation using estimated reserves as reported
under the SEC-LE basis, TNK-BP does not believe that this calculation would be materially different
from such calculation under PRMS standards or the SEC-LOF basis, as it would expect to recover at
least the net book value of its production related assets upon the expiry date of such licences.
Certainty of Existence. Under PRMS standards, reserves in undeveloped drilling sites that are located
in more than one well site away from a commercial producing well may be classified as proved
reserves if there is ``reasonable certainty'' that they exist. Under SEC standards in effect as of the
dates of the respective Reserves Reports, it must be ``demonstrated with certainty'' that reserves exist
before they may be classified as proved reserves. In the case of TNK-BP, any difference in the
standards applicable to the certainty of the existence of oil reserves would not be material.
The PRMS standards also set out criteria for determining probable and possible reserves. Probable
reserves are those additional reserves that are less certain to be recovered than proved reserves where
it is equally likely that the actual remaining quantities recovered will be greater or less than the sum
of the estimated proved plus probable reserves. Possible reserves are those additional reserves that are
less certain to be recovered than probable reserves where it is unlikely that the actual remaining
quantities recovered will exceed the sum of the estimated proved plus probable plus possible reserves.
The SEC standards in effect as of the date of the respective Reserve Reports did not allow for
inclusion of probable and possible reserves in filings with the SEC. The revised SEC standards that
became effective on January 2010 allow for voluntary disclosure of probable and possible reserves.
Presentation of Reserves and Production Data
All numerical data regarding reserves of crude oil and gas presented in this Base Prospectus are
presented in gross terms without adjustment to reflect any noncontrolling ownership interests unless
otherwise stated by reference to net numerical data which are adjusted to reflect noncontrolling
ownership interests in TNK-BP's exploration and production subsidiaries.
All numerical data regarding figures for production of crude oil presented in this Base Prospectus are
presented in gross terms without any deduction for wasteage or own use at the field unless otherwise
stated by reference to net numerical data.
All references to production of ``liquids'' in this Base Prospectus mean production of crude oil and
condensate, and, beginning in 2007, NGL.
The following abbreviations have the following meanings as used in this Base Prospectus:
*
``bbl'' means barrels;
*
``bcm'' means billions of cubic metres;
*
``boe'' means barrels of oil equivalent;
*
``bpd'' means barrels per day;
*
``mbd'' means thousands of barrels per day;
*
``mboed'' means thousands of barrels of oil equivalent per day;
*
``mmb'' means millions of barrels;
*
``mmbd'' means millions of barrels per day;
*
``mmboe'' means millions of barrels of oil equivalent; and
*
``mmboed'' means millions of barrels of oil equivalent per day.
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Conversion of Hydrocarbon Volumetric Data
This Base Prospectus presents data relating to TNK-BP's production, refining and marketing
operations, which is expressed in barrels. As is common in the reporting of hydrocarbon production
in countries of the Commonwealth of Independent States (``CIS''), TNK-BP maintains its internal
records regarding such data in metric tonnes. Solely for the convenience of the reader, unless
otherwise indicated, such metric data has been converted into barrels at the rate of 7.5 barrels per
tonne of crude oil except for (i) the reserves data which has been extracted from the relevant
Reserves Reports, (ii) oil refining and oil and petroleum product sales data which has been converted
at a rate of 7.3 barrels per tonne. In addition, for natural gas, this Base Prospectus uses a conversion
factor of one billion cubic metres of gas to six million boe.
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FORWARD-LOOKING STATEMENTS
Certain statements in this Base Prospectus are not historical facts and constitute ``forward-looking
statements''. This Base Prospectus contains certain forward-looking statements in various locations,
including, without limitation, under the headings ``Summary'', ``Risk Factors'', ``Operating and
Financial Review'' and ``Business''. Forward-looking statements are identified by words such as
``believes'', ``anticipates'', ``expects'', ``estimates'', ``intends'', ``plans'', ``will'', ``may'' and similar
expressions, but these expressions are not the exclusive means of identifying such statements.
Examples of such forward-looking statements include, but are not limited to:
*
statements of TNK-BP's plans, objectives or goals, including those related to its strategy,
products or services;
*
statements of future economic performance; and
*
statements of assumptions underlying such statements.
Forward-looking statements that may be made by the Guarantor, the Issuer or other subsidiaries in
the TNK-BP group from time to time (but that are not included in this document) may also include
projections or expectations of revenues, income (or loss), earnings (or loss) per share, dividends,
capital structure or other financial items or ratios.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general
and specific, and risks exist that the predictions, forecasts, projections and other forward-looking
statements will not be achieved. Investors should be aware that a number of important factors could
cause actual results to differ materially from the plans, objectives, expectations, estimates and
intentions expressed in such forward looking statements. These factors include:
*
the prices of oil and oil products;
*
inflation, interest rate and exchange rate fluctuations;
*
the effects of, and changes in, the policy of the government of the Russian Federation (the
``Russian Government'') and the government of Ukraine;
*
the effects of changes in laws, regulations, taxation or accounting standards or practices;
*
TNK-BP's ability to control expenses;
*
acquisitions or divestitures;
*
technological changes;
*
the effects of international political events on TNK-BP's businesses; and
*
TNK-BP's success at managing the risks related to the aforementioned factors.
When relying on forward-looking statements, investors should carefully consider the foregoing factors
and other uncertainties and events, especially in light of the political, economic, social and legal
environment in which TNK-BP operates. Such forward-looking statements speak only as of the date
on which they are made, and are not subject to any continuing obligations under the listing rules of
the regulated market of the Luxembourg Stock Exchange. Accordingly, the Guarantor and the Issuer
do not undertake any obligation to update or revise any of them, whether as a result of new
information, future events or otherwise, except as otherwise required by applicable law or under the
listing rules of the Luxembourg Stock Exchange. The Guarantor and the Issuer do not make any
representation, warranty or prediction that the results anticipated by such forward-looking statements
will be achieved, and such forward-looking statements represent, in each case, only one of many
possible scenarios and should not be viewed as the most likely or standard scenario.
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c102019pu010
Proof
4:
19.1.10
B/L
Revision:
0
Operator
BeeR


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