These materials are an advertisement for the purposes of the Prospectus Regulation EU 2017/129 and underlying legislation. It is not a prospectus. A copy of any prospectus published by OQ Exploration and Production SAOG (under transformation) (the “Company”) will, if approved and published, be made available for inspection on the issuer’s website subject to certain access restrictions.
The information contained in these materials is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in these materials or on its completeness, accuracy or fairness. The information in these materials is subject to change. No obligation is undertaken to update these materials or to correct any inaccuracies, and the distribution of these materials shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offering or any transaction or arrangement referred to herein. These materials have not been approved by any competent regulatory authority. None of the Joint Global Coordinators, the Issue Manager, the Collection Agents and/or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisers and/or agents are responsible for the contents of these materials.
These materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. Investors should not purchase any shares referred to in these materials except on the basis of information in the Prospectus to be published by the Company in due course in connection with the proposed admission of the shares to listing and trading on the Muscat Stock Exchange. The Offering and the distribution of these materials and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession these materials, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
These materials are not directed at or accessible, directly or indirectly, by persons in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States.
The securities may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
These materials are being made available to and are only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Orders; and (iv) other persons to whom it may lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above) together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on these materials or any of its contents.
In any member state of the European Economic Area, these materials are only addressed to and are only directed at qualified investors in such member state within the meaning of the Prospectus Regulation EU 2017/1129 (the “Prospectus Regulation”), and no person that is not a qualified investor may act or rely on these materials or any of its contents. In the United Kingdom, these materials are only addressed to and are only directed at qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on these materials or any of its contents.
In the Sultanate of Oman: These materials and the information contained in it are strictly private and confidential and are being made available to a select number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of these materials, you should consult an authorised financial adviser. These materials do not constitute an offer of securities in Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 18/2019) or Article 28 of the Omani Securities Law (Royal Decree 46/2022) (the “Relevant Oman Laws”). These materials will only be made available to investors in Oman in accordance with the provisions of Relevant Oman Laws.
These materials have not been filed with or approved by the Omani Financial Services Authority or any other regulatory authority in Oman. Any person in Oman to whom these materials is made available and who invests in the securities concerned will be deemed to have represented and warranted that they are sophisticated investors (i.e., investors that have experience in investing in local and international securities, are financially solvent and have knowledge of the risks associated with investing in securities) and are acquainted with the announcements relating to the concerned issuance and the risks and rewards associated with investment in such securities.
In the United Arab Emirates (outside of the financial free zones established pursuant to UAE Federal Law No.8 of 2004): These materials are strictly private and confidential and are being made available to a limited number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of these materials, you should consult an authorised financial adviser. By receiving these materials, the person or entity to whom it has been issued understands, acknowledges and agrees that these materials have not been approved by or filed with the United Arab Emirates (“UAE”) Central Bank, the Securities and Commodities Authority (the “SCA”) or any other authorities in the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE.
Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of the SCA. These materials do not constitute a public offer of securities in the UAE in accordance with the Federal Commercial Companies Law, No. 32 of 2021 (as amended or replaced from time to time) or otherwise.
These materials may be distributed in the UAE only to “professional investors” (as defined in SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)) and may not be provided to any person other than the original recipient.
Nothing contained in these materials is intended to constitute investment, legal, tax, accounting or other professional advice. These materials are for your information only and nothing in these materials is intended to endorse or recommend a particular course of action. Any person considering acquiring securities should consult with an appropriate professional for specific advice rendered based on their respective situation.
In the Dubai International Financial Centre: This document relates to an offer (“Offer”) which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”).
The DFSA has not approved these materials nor has any responsibility for reviewing or verifying any comunication or other materials in connection with this the Offer. Accordingly, the DFSA has not approved these materials or any other associated documents nor taken any steps to verify the information set out in these materials, and has no responsibility for it.
The Offer has not been offered and will not be offered to any persons in the Dubai International Financial Centre except on that basis that an offer is:
an “Exempt Offer” in accordance with the Markets Rules (“MKT”) module of the DFSA Rulebook; and
made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (“COB”) Module of the DFSA Rulebook (the “COB Module”).
These materials must not, therefore, be delivered to, or relied on by, any other type of person.
The Offer to which these materials relate may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Offer.
The DFSA has not taken steps to verify the information set out in these materials, and has no responsibility for it. If you do not understand the contents of this Offer or are unsure whether the securities to which this Offer relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
These materials are only being made available to and are only directed at “Deemed Professional Clients” as defined in the DFSA Rulebook, COB Module. These materials are not directed at Retail Clients as defined in the COB Module.
In the Abu Dhabi Global Market (“ADGM”): These materials relate to an offer (“Offer”) which is not subject to any form of regulation or approval by the Financial Services Regulatory Authority (“FSRA”).
The FSRA has not approved these materials nor has any responsibility for reviewing or verifying any communication or other materials in connection with this the Offer. Accordingly, the FSRA has not approved these materials or any other associated documents nor taken any steps to verify the information set out in these materials, and has no responsibility for it.
The offered shares have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (i) an “Exempt Offer” in accordance with the FSRA Financial Services and Markets Regulations 2015 and Markets Rules; and (ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the FSRA Conduct of Business Rulebook.
The FSRA has not taken steps to verify the information set out in these materials, and has no responsibility for it. If you do not understand the contents of this Offer or are unsure whether the securities to which the Offer relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
If you do not understand the contents of these materials, you should consult an authorised financial adviser.
None of the Selling Shareholder, the Company, the Joint Global Coordinators, the Issue Manager, the Collection Agents and/or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in these materials (or whether any information has been omitted from these materials) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of these materials or its contents or otherwise arising in connection therewith.
These materials do not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in these materials cannot be relied upon as a guide to future performance. Before purchasing any securities in the Company, persons viewing these materials should ensure that they fully understand and accept the risks which will be set out in the Offering Document, when published. There is no guarantee that the Offering will take place and potential investors should not base their financial or investment decisions on the intentions of the Company or any other person in relation to the Offering at this stage. Nothing contained herein constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you. Potential investors should consult a professional adviser as to the suitability of the Offering for the person(s) concerned.
These materials contain “forward looking” statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations, liquidity, prospects, growth, strategy and plans of The Company, and the industry in which the Company operates. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company’s current beliefs and expectations about future events. Forward looking statements are sometimes identified by the use of forward looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “targets”, “ongoing”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward looking statements may and often do differ materially from actual results. They appear in a number of places throughout these materials and include statements regarding the intentions, beliefs or current expectations of the directors or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, concerning, amongst other things, the results of operations, financial condition, prospects, backlog, growth and strategies of The Company and the industry in which it operates.
No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in these materials speak only as of the date of these materials. The Selling Shareholder, the Company, the Joint Global Coordinators, the Issue Manager, the Phase I Collection Agents, the Phase II Collection Agents and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in these materials to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.
HSBC Bank Middle East Limited (“HSBC”), Oman Investment Bank SAOC (“OIB”), Natixis SA and Natixis DIFC Branch (together, “Natixis”) and Sohar International Bank SAOG (“Sohar International”) have been appointed as Joint Global Coordinators of the Offering. HSBC is authorised and regulated in the UAE by the Central Bank of the UAE and the Securities and Commodities Authority and lead regulated by the Dubai Financial Services Authority. Natixis SA is regulated in France by both the Autorité de Contrôle Prudentiel et de Résolution (ACPR) and by the Autorité des Marchés Financiers (AMF). Natixis DIFC Branch is regulated by the Dubai Financial Services Authority (“DFSA”) for the conduct of its business in and from the Dubai International Financial Centre (“DIFC”). OIB is licenced and regulated by the Central Bank of Oman (the “CBO”) and the FSA. Sohar International is authorised and regulated by the CBO and the FSA.
The Joint Global Coordinators, the Issue Manager, the Phase I Collection Agents and the Phase II Collection Agents are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of these materials or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, each of the Joint Global Coordinators, the Issue Manager, the Phase I Collection Agents, the Phase II Collection Agents and any of their affiliates may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Offering Document, once published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Joint Global Coordinators, the Issue Manager, the Phase I Collection Agents, the Phase II Collection Agents and any of their affiliates acting in such capacity. In addition, certain of the Joint Global Coordinators, the Issue Manager, the Phase I Collection Agents, the Phase II Collection Agents or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Joint Global Coordinators, the Issue Manager, the Phase I Collection Agents, the Phase II Collection Agents or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The contents of the Company’s website are not incorporated by reference into, and do not form part of, these materials.
OQEP has established a framework to protect the health, safety, and welfare of its employees, contractors, and communities. This framework originates from our core values and is guided by our leadership approach of integrating health and safety standards across all our operations. Our HSSE policies follow international standards of the Integrated Management System (IMS).
Our people are the cornerstone of our success, which is why we have established a ‘Caring for People’ strategy to maintain stable occupational health among our employees. The strategy covers four main areas: occupational medicine, medical emergency, industrial hygiene, and ergonomics.
Proactive measures are taken to ensure contractors’ fitness to work. OQEP fully complies with the Occupational Health Department’s updated requirements for contractors, including the exams matrix, and has improved the process flow for report submission.
Over the years, OQEP has witnessed a sustained reduction in its Total Recordable Injuries Frequency (TRIF) and Motor Vehicle Incident Frequency (MVIF) statistics towards the goal of zero injuries.
OQEP’s is committed to environmental conservation beyond decarbonisation. Projects such as the coral enhancement initiative aimed at preserving and restoring vital marine ecosystems in Musandam, demonstrate the significant positive impact of our programs.
These efforts are part of a broader, integrated ESG strategy, managed by a dedicated ESG team that ensures all initiatives align with OQEP’s sustainability goals. The Board of Directors plays an active role in this process, regularly reviewing OQEP’s ESG performance to ensure continuous improvement.
OQEP’s sustainability initiatives are grounded in internationally recognised reporting standards and frameworks. We follow the Global Reporting Initiative (GRI) for transparent and consistent reporting, the Sustainability Accounting Standards Board (SASB) to meet industry-specific disclosure needs, and the Task Force on Climate-related Financial Disclosures (TCFD) to provide insights into climate-related risks and opportunities.