REG-Zhaikmunai LP Interim Results - Part 4

Released: 01/09/2009

  
  
Part 4 : For preceding part double-click [nRn3A2713Y]  
  Translation difference                                          3,741      6,221      9,962         111         74              44         47       276           10,238    
  Balance at December 31, 2007, net of accumulated depreciation   98,691     184,124    282,815       2,387       2,209           1,015      1,107    6,718         289,533   
  Additions                                                       3,290      228,734    232,024       376         849             734        797      2,756         234,780   
  Transfers                                                       73,546     (72,645)   901           264         (1,044)         -          (121)    (901)         -         
  Transferred to inventory                                        -          (37)       (37)          -           -               -          -        -             (37)      
  Write off                                                       -          (442)      (442)         -           (14)            -          (3)      (17)          (459)     
  Depreciation charge                                             (7,132)    -          (7,132)       (311)       (362)           (203)      (261)    (1,137)       (8,269)   
  Depreciation on write off                                       -          -          -             -           14              -          2        16            16        
  Translation difference                                          (670)      (1,373)    (2,043)       (9)         (7)             (7)        (7)      (30)          (2,073)   
  Balance at December 31, 2008, net of accumulated depreciation   167,725    338,361    506,086       2,707       1,645           1,539      1,514    7,405         513,491   
  At cost at December 31, 2007                                    146,324    184,124    330,448       2,912       2,974           1,507      1,514    8,907         339,355   
  Accumulated depreciation                                        (47,633)   -          (47,633)      (525)       (765)           (492)      (407)    (2,189)       (49,822)  
  Balance at December 31, 2007, net of accumulated depreciation   98,691     184,124    282,815       2,387       2,209           1,015      1,107    6,718         289,533   
  At cost at December 31, 2008                                    222,275    338,361    560,636       3,538       2,754           2,232      2,178    10,702        571,338   
  Accumulated depreciation                                        (54,550)   -          (54,550)      (831)       (1,109)         (693)      (664)    (3,297)       (57,847)  
  Balance at December 31, 2008, net of accumulated depreciation   167,725    338,361    506,086       2,707       1,645           1,539      1,514    7,405         513,491   
  
  
Category "Oil and Gas properties" represents mainly wells, oil treatment 
facilities and other related assets.  
  
Category "Non Oil and Gas properties" represents mainly buildings, vehicles, 
machinery, equipment and other assets.  
  
The Partnership calculates depreciation, depletion and amortization of oil and 
gas properties using the unit-of-production method. A depletion rate is computed 
by dividing the unamortized costs of proved oil and gas properties by the total 
estimated proved developed reserves. This depletion rate is applied to the 
physical units of oil and gas produced during the relevant period. The 
unamortized costs of proved oil and gas properties include all capitalized costs 
net of accumulated amortization.   
  
The depletion rate for oil and gas working assets was 6.18% and 6.76% in 2008 
and 2007 respectively. The unamortized costs of proved oil and gas properties 
include all capitalized costs net of accumulated amortization.   
  
The Partnership engaged independent petroleum engineers to perform a reserves 
evaluation as at July 1, 2008. Depreciation has been calculated using the unit 
of production method based on these reserves estimates.   
  
A depreciation charge of US$ 8,269 thousand has been charged to depreciation and 
amortization expense for 2008 less US$ 224 thousand which represent the effect 
of capitalization of depreciation as part of crude oil inventory (2007: US$ 
6,191 thousand and US$ 65 thousand, respectively).  
  
Additions to property, plant and equipment during the year ended December 31, 
2008, included assets, works and services not yet paid for in the amount of US$ 
21,606 thousand (2007: US$ 19,077 thousand).  
  
The Partnership incurred borrowing costs including amortization of arrangement 
fee, of US$ 31,558 thousand, and US$ 19,414 thousand for the years ended 
December 31, 2008 and 2007, at the average interest rates of 8.6% and 13% per 
annum, respectively. For the same periods, the Partnership capitalized borrowing 
costs totaling US$ 19,640 thousand and US$ 12,960 thousand, respectively.  
  
5.    Trade Receivables   
  
As at December 31, trade receivables were denominated in US$, are less than 30 
days, and are not impaired.   
  
6.    prepayments and other CURRENT assets  
  
As at December 31, prepayments and other current assets comprised the 
following:  
  
 
  In thousands of US Dollars                  2008     2007    
                                                               
  VAT receivable                              20,606   11,561  
  Advances paid                               2,104    1,644   
  Receivable under hedging contract           2,613    -       
  Advance to Probel Capital Management B.V.   1,620    -       
  Other                                       1,138    1,146   
                                              28,081   14,351  
  
  
Advances paid consist primarily of prepayments made to service providers.   
  
7.    Cash and Cash equivalents  
  
 
  In thousands of US Dollars          2008     2007   
                                                      
  Current accounts in US Dollars      7,345    6,019  
  Current accounts in Tenge           4,222    1,341  
  Cash accounts in other currencies   320      -      
                                      11,887   7,360  
  
  
No interest is earned on current accounts.   
  
In addition the Partnership has restricted cash accounts representing the 
Partnership's pledges under the Facility agreement with BNP Paribas (Note 9) of 
US$ 19,078 thousand and a drilling contract of US$ 2,000 thousand.  
  
8.    PARTNERSHIP CAPITAL  
  
The ownership interests in Zhaikmunai LP consist of Common Units, which 
represent a fractional entitlement in respect of all of the limited partner 
interests in the Zhaikmunai LP and the General Partner. At any general meeting 
every holder of Common Units shall have one vote for each Common Unit of which 
he or she is the holder. Under the Partnership Agreement, distributions to 
limited partners will be made either as determined by the General Partner in its 
sole discretion or following the approval of a majority of limited partners 
provided such amount does not exceed the amount recommended by the General 
Partner. Any distributions to the Zhaikmunai LP's limited partners will be made 
on a pro rata basis according to their respective partnership interests in the 
Zhaikmunai LP and will be paid only to the recorded holders of Common Units. 
There were no distributions declared for the years ended December 31, 2008 and 
2007.  
  
The issuance cost of listing the GDR's amounted to US$ 7,928 thousand.  
  
9.    Borrowings  
  
Borrowings, including interest accrued thereon, comprise the following as at 
December 31:  
  
 
  In thousands of US Dollar             2008                    2007                   
                                        Current   Non-current   Current   Non-current  
                                                                                       
  Credit line due to Bank Turan Alem    -         -             38,793    203,982      
  Loan due to Blavin Holdings Limited   -         -             6,728     -            
  Credit line due to BNP Paribas        365,439   -             -         -            
                                        365,439   -             45,521    203,982      
  
  
Facility agreement with BNP Paribas  
  
On December 12, 2007 the Partnership entered into a US$ 550 million senior 
secured facility agreement between BNP Paribas (" Facility agreement"), as a 
facility agent, and the Partnership, as a borrower, and Zhaikmunai LP as 
guarantor. The Partnership drew down on March 7, 2008 approximately US$ 291 
million for (inter alia) the purpose of fully refinancing the BTA Facility and 
fully refinancing the loan from Blavin. The Partnership used the further 
proceeds of the BNP Paribas Facility to finance the construction of a gas 
treatment facility and otherwise towards developing the field. Initially, the 
BNP Paribas Facility comprised three tranches of US$ 200 million, US$ 200 
million and US$ 150 million. Drawdowns above US$ 450 million are subject to 
certain conditions relating to syndication by BNP Paribas which have not been 
satisfied as of the date of this publication. As of December 31, 2008 the 
Partnership had drawn down US$ 381 million.  
  
The rate of interest payable on outstanding amounts under each tranche will be 
LIBOR plus mandatory cost plus, under tranche 1, a margin of 3%, under tranche 
2, a margin of 4% and under tranche 3, a margin of 5%.  
  
The total amount outstanding is repayable in accordance with the schedule, 
reducing the total commitments to zero by December 31, 2014. In addition, the 
BNP Paribas Facility is mandatorily prepayable to the extent of the proceeds of 
any material disposals, debt offerings and a cash sweep of 50% of the 
Partnership collected revenue (in excess of US$ 25 million). The Partnership is 
also entitled to voluntarily prepay the amounts outstanding. The Partnership is 
required to give customary representations and warranties, repeated periodically 
and certain covenants relating to profitability.   
  
The Partnership maintains a hedging programme pursuant to which it hedges a 
minimum Brent crude oil price of US$ 70 per bbl for at least 25% of the initial 
production profile, as assessed by BNP Paribas, for the NE and W Tournasian 
horizons for the period 2008 to 2013. The Partnership is additionally required 
to maintain and fund a debt service reserve account with a balance equal to at 
least 5% of the amount outstanding under the BNP Paribas Facility. Lastly, the 
Partnership is required to maintain annual oil and gas off-take contracts (gas 
sales to be commenced in 2010) with off-takers required to purchase 80% of total 
production and 100% of production available for export. The Partnership's 
obligations under the BNP Paribas Facility are secured by various forms of 
security, including, (i) a pledge over 100% of the participatory interests in 
the Partnership; (ii) pledges over its bank accounts; (iii) the assignment of 
rights under the off-take contracts; (iv) assignment of all guarantees or 
performance bonds issued in connection with the contract with KSS for the gas 
treatment facility; and (v) assignment of the benefit of the Partnership's 
relevant existing and future insurance policies. The Partnership's restricted 
cash under the terms of the BNP Paribas Facility amounted to US$ 19,078 thousand 
as at December 31, 2008 (Note 7).  
  
As a result of lower than anticipated EBITDA at December 31, 2008 the 
Partnership was in breach of the covenant related to its EBITDA to interest 
expense and total indebtness ratios. Consequently, BNP Paribas, pursuant to the 
loan agreement, has confirmed to the Partnership that they will not distribute 
the balance of US$ 69 million at this time. However, the Partnership believes 
BNP Paribas will not call the loan as a result of the breach. The Partnership is 
also currently working with BNP Paribas EBRD, and other financial institutions 
to secure alternative funding of an amount of US$ 300 million to finance the 
Partnership's ongoing capital expenditure program (Note 2).  
  
 
  In thousands of US Dollar                       2008       2007  
                                                                   
  Principal amount as at December 31              381,677    -     
  Fees incurred on arrangement of BNPP facility   (19,943)   -     
  Amortization of arrangement fees                3,705      -     
                                                  365,439    -     
  
  
10.    Abandonment and Site Restoration liabilities  
  
The summary of changes in abandonment and site restoration liabilities during 
the years ended December 31 are as follows:  
  
 
  In thousands of US Dollar                                  2008    2007   
                                                                            
  Abandonment and site restoration liability as at January   1,299   1,214  
  1,                                                                        
  Unwinding of discount                                      271     102    
  Additional provision                                       271     410    
  Change in estimates                                        1,570   (427)  
                                                             3,411   1,299  
  
  
The long-term inflation and discount rates used to determine the abandonment and 
site restoration liabilities at December 31, 2008 were 5.0% and 9.4%, 
respectively (2007: 5.0% and 13%).   
  
11.    Due to government of kazakHstan  
  
The amount due to Government of the Republic of Kazakhstan has been recorded to 
reflect the present value of expenditures made by the Government in the time 
period prior to signing the Contract that were related to exploration of the 
Contract territory and the construction of surface facilities in fields 
discovered therein and that are reimbursable by the Partnership to the 
Government during the production period.   
  
Repayment of this liability commenced in 2008 with the first payment of US$ 
1,030 thousand in March 2008 and with further payments by equal quarterly 
instalments of US$ 258 thousand until May 26, 2031. The liability was discounted 
at 13%.  
  
The total amount of liability due to Government as stipulated by the Contract is 
US$ 25,000 thousand. The balances as at December 31, and changes in the amount 
due to Government of Kazakhstan for the year were as follows:  
  
 
  In thousands of US Dollar                                  2008      2007     
                                                                                
  Due to Government of Kazakhstan as at January 1,           8,379     8,094    
  Unwinding of discount                                      1,044     964      
  Revision of contractual obligation                         -         (679)    
  Paid during the year                                       (2,062)   -        
                                                             7,361     8,379    
  Less: current portion of due to Government of Kazakhstan   (1,031)   (2,062)  
  Due to Government of Kazakhstan                            6,330     6,317    
  
  
12.    trade payables  
  
 
  In thousands of US Dollars                       2008     2007    
                                                                    
  Tenge denominated trade payables                 41,679   19,065  
  US dollar denominated trade payables             18,617   16,489  
  Trade payables denominated in other currencies   657      512     
                                                   60,953   36,066  
  
  
13.    Other current liabilities  
  
 
  In thousands of US Dollars                       2008    2007   
                                                                  
  Taxes payable, other than corporate income tax   1,950   2,892  
  Training accrual                                 3,049   1,687  
  Equity option plan (Note 20)                     516     -      
  Due to employees                                 491     270    
  Other                                            1,127   639    
                                                   7,133   5,488  
  
  
14.    Cost of Sales  
  
 
  In thousands of US Dollar                    2008     2007    
                                                                
  Depreciation and amortization                7,883    6,126   
  Well workover costs                          6,355    7,103   
  Royalties                                    5,705    5,265   
  Repair, maintenance and other services       5,149    4,453   
  Payroll and related taxes                    4,661    3,048   
  Materials and supplies                       3,855    2,800   
  Rent and operation of oil separation units   2,926    2,678   
  Environmental levies                         2,752    913     
  Management fees                              1,771    1,957   
  Other transportation services                1,681    1,243   
  Government profit share                      1,125    994     
  Other                                        747      821     
                                               44,610   37,401  
  
  
15. selling and oil transportation expenses  
  
 
  In thousands of US Dollar                                2008     2007   
                                                                           
  Oil export duty                                          15,086   -      
  Transporting oil to the railway loading terminal costs   4,985    4,236  
  Oil loading and storage costs                            2,835    1,621  
  Other                                                    1,306    936    
                                                           24,212   6,793  
  
  
In 2008 Kazakhstan introduced an oil export duty on the major oil production 
companies in the Republic of Kazakhstan. In 2009 the Partnership will not be 
subject to the oil export duty.  
  
16.    General and administrative expenses  
  
 
  In thousands of US Dollars     2008     2007    
  Management fees                5,385    3,082   
  Professional services          4,612    1,978   
  Payroll and related taxes      2,956    2,187   
  Training                       2,501    1,698   
  Bank charges                   588      1,298   
  Equity option plan (Note 20)   516      -       
  Sponsorship                    346      314     
  Communication                  395      298     
  Social program                 300      255     
  Insurance fees                 724      211     
  Materials and supplies         163      197     
  Lease payments                 268      187     
  Business trip                  352      155     
  Other taxes                    418      4       
  Other                          775      678     
                                 20,299   12,542  
  
  
17.    FINANCE COSTs, net  
  
 
  In thousands of US Dollar                                    2008     2007   
                                                                               
  Interest expense                                             10,151   6,454  
  Amortization of fees incurred on arrangement of syndicated   1,330    -      
  loan agreement                                                               
  Revision of contractual obligation to Government (Note 11)   -        (679)  
  Commitment fees on syndicated loan agreement                 437      -      
  Unwinding of discount on Abandonment and Site Restoration    261      102    
  Liability                                                                    
  Unwinding of discount on amounts Due to Government           992      964    
                                                               13,171   6,841  
  
  
18.    income Tax Expenses   
  
The provision for income taxes consisted of the following:  
  
 
  In thousands of US Dollar       2008     2007    
                                                   
  Income tax expenses comprise:                    
  - current income tax expense    4,193    6,382   
  - deferred income tax expense   30,995   9,268   
  Total income tax expense        35,188   15,650  
  
  
The Group's profits are assessed for income taxes only in the Republic of 
Kazakhstan. A reconciliation of income tax expense applicable to profit before 
income tax using the Kazakhstani tax rate, applicable to the license, of 30% to 
income tax expense as reported in the Group's consolidated financial statements 
for the years ended December 31 is as follows:  
  
 
  In thousands of US Dollar                                    2008      2007     
                                                                                  
  Profit before income tax                                     98,666    51,980   
  Statutory tax rate                                           30%       30%      
  Expected tax provision                                       29,600    15,594   
  -Non-deductible interest expense on borrowings               4,686     2,565    
  -Adjustments in respect of current income tax of previous    (1,116)   (2,128)  
  year                                                                            
  -Foreign exchange loss / (gain)                              460       (1,875)  
  -Difference arising on on Abandonment and Site Restoration   263       83       
  Liability and payables Due to Government                                        
  -Other non-deductible expenses                               1,295     1,411    
  Income tax expense reported in the accompanying financial    35,188    15,650   
  statements                                                                      
  
  
Deferred tax balances are calculated by applying the Kazakhstani statutory tax 
rates in effect at the respective balance sheet dates to the temporary 
differences between the tax and the amounts reported in the financial statements 
and are comprised of the following at December 31:  
  
 
  In thousands of US Dollar         2008       2007      
                                                         
  Deferred tax asset:                                    
  Accounts payable and provisions   1,413      610       
                                    1,413      610       
  Deferred tax liability:                                
  Crude oil inventory               (551)      (216)     
  Hedging contract at fair value    (18,877)   -         
  Property, plant and equipment     (38,925)   (26,585)  
  Net deferred tax liability        (56,940)   (26,191)  
  
  
As at December 31, the movements in the deferred tax liability were as follows: 
  
  
 
  In thousands of US Dollar                                2008       2007      
  Balance at January 1,                                    (26,191)   (15,867)  
  Current year charge / (benefit) to translation reserve   246        (1,056)   
  Current year charge to statement of income               (30,995)   (9,268)   
  Balance at December 31,                                  (56,940)   (26,191)  
  
  
19.    Hedging of oil export sales  
  
Pursuant to the terms of the BNP Paribas facility the Partnership has entered, 
at nil cost, into a hedging contract covering oil export sales commencing March 
2008 through till December 2013.  
  
 
  Year   Quantity                    
         Barrels ('bbls') per month  
                                     
  2008   96,769                      
  2009   107,639                     
  2010   99,461                      
  2011   96,956                      
  2012   60,493                      
  2013   48,384                      
  
  
The hedging contract specifies that on payment date, either  
  
a)    if the Floating Amount determined in respect of the preceding Calculation 
Period is positive, then the Partnership shall receive such Floating Amount from 
BNP Paribas; or  
  
b)    if the Floating Amount determined in respect of the preceding Calculation 
Period is negative, then BNP Paribas shall receive the absolute value of such 
Floating Amount from the Partnership.  
  
The Floating Amount shall be determined as follows: Floating Amount = % 
[A-B}*Quantity where, A and   mean the following:  
  
a)    in the Calculation Periods from, and including, March 2008, to, and 
including, December 2009: 
A= Max (0; 70 - Floating Price) ; and  
  
  = Max (0; Floating Price - 123)  
  
b)    in the Calculation Periods from, and including, January 2010, to, and 
including, December 2013: 
A = (70 - Floating Price),  
  
  = Min (0; 79 - Floating Price)  
  
The Floating Price is the arithmetic average of the settlement prices per barrel 
of Brent crude oil for each commodity business day in the calculation period, on 
the 1PE for the first nearby ICE Brent crude futures contract.  
  
Gains and losses on the hedge contract, which do not qualify for hedge 
accounting, are taken directly to income statement.  
  
 
  In thousands of US Dollar        2008     2007  
                                                  
  Realized hedging gain            1,596    -     
  Unrealized hedging gain          63,184   -     
  Gain on hedging contract         64,780   -     
  Unrealized hedging gain          63,184   -     
  Translation difference           (261)    -     
  Hedging contract at fair value   62,923   -     
  
  
20         EQUITY-BASED TRANSACTIONS  
  
Employees (including senior executives and executive directors) of members of 
the Group receive remuneration in the form of equity-based payment transactions, 
whereby employees render services as consideration for share appreciation 
rights, which can only be settled in cash ('cash-settled transactions').  
  
The cost of cash-settled equity-based employee compensation is measured 
initially at fair value at the grant date using a binomial model. This fair 
value is expensed over the period until vesting with the recognition of a 
corresponding liability. The liability is remeasured at each balance sheet date 
up to and including the settlement date with changes in fair value recognised in 
profit or loss.  
  
The expense recognised for employee services received during the year is shown 
in the following table:  
  
 
  In thousands of US dollars                              2008   2007  
  Expense arising from cash-settled share-based payment   516    -     
  transactions                                                         
  
  
The equity-based payment plan is described below. There have been no 
cancellations or modifications to any of the plans during 2008.   
  
On March 27, 2008, 2,500,000 equity appreciation rights (SARs) were granted to 
senior employees and executive directors of members of the Group, which can only 
be settled in cash. These will vest over a five year period from the date of 
grant, so that one fifth of granted SARs vests on each of the five anniversaries 
from the date of grant date. The contractual life of the SARs is ten years. The 
fair value of the SARs is measured at the grant date using a binomial option 
pricing model taking into account the terms and conditions upon which the 
instruments were granted. SARs are exercisable at any time after vesting till 
the end of the contractual life and give its holder a right to a difference 
between the market value of the Group's GDRs at the date of exercise and the IPO 
value of GDR's, which is 10 US Dollars. The services received and a liability to 
pay for those services are recognised over the expected vesting period. Until 
the liability is settled it is remeasured at each reporting date with changes in 
fair value recognised in profit or loss as part of the employee benefit expenses 
arising from cash-settled share-based payment transactions.   
  
The carrying amount of the liability relating to the SARs at December 31, 2008 
is US$ 516 thousand (2007: nil). No SARs had vested at December 31, 2008 (2007: 
Nil).  
  
The following table illustrates the number (No.) and exercise prices (EP) of, 
and movements in, equity options during the year:   
  
 
                                           December 31, 2008        December 31, 2007      
                                           No.         EP,          No.        EP,         
                                                       US Dollar               US Dollar   
                                                                                           
  Outstanding at the beginning of period   -           -            -          -           
  Granted                                  2,500,000   10           -          -           
  Exercised                                -           -            -          -           
  Outstanding at the end of period         2,500,000   10           -          -           
  Exercisable at the end of period         -           -            -          -           
  
  
The following table lists the inputs to the models used for the plan for the 
year ended December 31, 2008:  
  
 
  Dividend yield (%)             0    
  Expected volatility (%)        87%  
  Risk -free interest rate (%)   3.2  
  Expected life (years)          7.2  
  Option turnover (%)            10   
  Price trigger                  2    
  
  
The expected life of the options is based on historical data and is not 
necessarily indicative of exercise patterns that may occur. The expected 
volatility reflects the assumption that the historical volatility is indicative 
of future trends, which may also not necessarily be the actual outcome.  
  
  21.    Related Party Transactions  
  
For the purpose of these financial statements transactions with related parties 
mainly comprise transactions between the Group and the participants and/or their 
subsidiaries or associated companies.  
  
Balances with related parties at the balance sheet dates and transactions with 
related parties for the respective years follow.  
  
Accounts receivable from related parties at December 31 consisted of the 
following:   
  
 
  In thousands of US Dollars       2008    2007  
                                                 
  Trade receivables and advances                 
  Probel Capital Management B.V.   1,620   -     
  Total                            1,620   -     
  
  
Accounts payable to related parties as at December 31 consisted of the 
following:   
  
 
  In thousands of US Dollars       2008   2007  
                                                
  Trade payables                                
  Amersham Oil LLP                 108    81    
  Probel Capital Management B.V.   163    190   
  Total                            271    271   
  
  
During the year ended 31 December 2008 the Group had the following transactions 
with related parties:  
  
 
  In thousands of US Dollars                2008    2007   
                                                           
  Management fees and consulting services                  
  Amersham Oil LLP                          1,245   965    
  Probel Capital Management B.V.            5,987   4,121  
  Total                                     7,232   5,086  
  
  
Management fees are payable in accordance with the Technical Assistance 
Agreements signed between the Partnership, Amersham Oil LLP and Probel Capital 
Management BV relate to the rendering of geological, geophysical, drilling, 
scientific, technical and other consultancy services.  
  
Annual remuneration of four key managers amounted to US$ 238 thousand for 2008 
(2007: four, US$ 199 thousand). Other key management personnel were employed and 
paid by Amersham Oil LLP, Frans Van Der Schoot B.V. and Probel Capital 
Management and whose remuneration forms part of management fees and consulting 
services above.  
  
All related parties are companies indirectly controlled by Frank Monstrey.  
  
22.    Contingent, COMMITMENTS and Operating risks  
  
Operating environment  
  
Kazakhstan continues economic reforms and development of its legal, tax and 
regulatory frameworks as required by a market economy. The future stability of 
the Kazakhstan economy is largely dependent upon these reforms and developments 
and the effectiveness of economic, financial and monetary measures undertaken by 
the Government.  
  
The Kazakhstan economy is vulnerable to market downturns and economic slowdowns 
elsewhere in the world. The ongoing global financial crisis has resulted in 
capital markets and commodity price instability, significant deterioration of 
liquidity in the banking sector and tighter credit conditions within Kazakhstan. 
Consequently, the Kazakhstan Government has introduced a range of stabilization 
measures aimed at providing liquidity and supporting finance for Kazakhstan 
banks and companies.  
  
While management believes it is taking appropriate measures to support the 
sustainability of the Partnership's business in the current circumstances, 
unexpected further deterioration in the areas described above could negatively 
affect the Partnership's results and financial position in a manner not 
currently determinable.  
  
Legal actions  
  
In the ordinary course of business, the Partnership is subject to legal actions 
and complaints. Management believes that the ultimate liability, if any, arising 
from such actions or complaints will not have a material adverse effect on the 
financial condition or the results of future operations of the Partnership.  
  
The Partnership assesses the likelihood of material liabilities arising from 
individual circumstances and makes provision in its consolidated financial 
information only where it is probable that actual events giving rise to a 
liability will occur and the amount of the liability can be reasonably 
estimated. No provision has been made in these consolidated financial 
information for any of the contingent liabilities mentioned above.  
  
Taxation  
  
Kazakhstan's tax legislation and regulations are subject to ongoing changes and 
varying interpretations. Instances of inconsistent opinions between local, 
regional and national tax authorities are not unusual. The current regime of 
penalties and interest related to reported and discovered violations of 
Kazakhstan's tax laws are severe. Penalties are generally 50% of the taxes 
additionally assessed and interest is assessed at the refinancing rate 
established by the National Bank of Kazakhstan multiplied by 2.5. As a result, 
penalties and interest can amount to multiples of any assessed taxes. Fiscal 
periods remain open to review by tax authorities for five calendar years 
preceding the year of review. Under certain circumstances reviews may cover 
longer periods. Because of the uncertainties associated with Kazakhstan's tax 
system, the ultimate amount of taxes, penalties and interest, if any, may be in 
excess of the amount expensed to date and accrued at December 31, 2008. As at 
December 31, 2008 management believes that its interpretation of the relevant 
legislation is appropriate and that it is probable that the Partnership's tax 
positions will be sustained.   
  
Abandonment and site restoration (decommissioning)  
  
As Kazakh laws and regulations concerning site restoration and cleanup evolve, 
the Partnership may incur future costs, the amount of which is currently 
indeterminable. Such costs, when known, will be provided for as new information, 
legislation and estimates evolve.   
  
Environmental obligations  
  
The Partnership may also be subject to loss contingencies relating to regional 
environmental claims that may arise from the past operations of the related 
fields in which it operates. As Kazakh laws and regulations evolve concerning 
environmental assessments and site restoration, the Partnership may incur future 
costs, the amount of which is currently indeterminable due to such factors as 
the ultimate determination of responsible parties associated with these costs 
and the Government's assessment of respective parties' ability to pay for the 
costs related to environmental reclamation. However, depending on any 
unfavorable claims or penalties assessed by the Kazakh regulatory agencies, it 
is possible that the Partnership's future results of operations or cash flow 
could be materially affected in a particular period.  
  
Capital commitments  
  
As at December 31, 2008 the Partnership had contractual capital commitments in 
amount of US$ 247,237 thousand (2007: US$ 186,148 thousand).  
  
Operating leases   
  
The Partnership entered into a cancellable lease agreement for the main 
administrative office in Uralsk in October 2007 for a period of 20 years for US$ 
15 thousand per month.  
  
Social and education commitments  
  
As required by the Contract with the Government, the Partnership is obliged to 
spend: (i) US$ 300 thousand per annum to finance social infrastructure and (ii) 
one percent from the capital expenditures incurred during the year for education 
purposes of the citizens of Kazakhstan on an annual basis until the end of the 
Contract.   
  
23.    Financial RISK MANAGEMENT OBJECTIVES AND POLICIES  
  
The Partnership's principal financial liabilities comprise bank loans, payables 
to Government of Kazakhstan, trade payables and other current liabilities. The 
main purpose of these financial liabilities is to finance the development of the 
Chinarevskoye oil and gas condensate field and its operations. The Partnership's 
financial assets consist of trade and other receivables, cash and cash 
equivalents.  
  
The main risks arising from the Partnership's financial instruments are interest 
rate risk, foreign exchange risk, liquidity risk, commodity price risk and 
credit risk. The Partnership's management reviews and agrees policies for 
managing each of these risks which are summarized below.  
  
Interest Rate Risk  
  
The Group's exposure to the risk of changes in market interest rates relates 
primarily to the Partnership's long-term debt obligations with floating interest 
rates.  
  
The Partnership was not exposed to interest rate risk in 2007 as rates of 
interest on its borrowings were fixed for the whole term of such borrowings.  
  
The following table demonstrates the sensitivity to a reasonably possible change 
in interest rates, with all other variables held constant, of the Partnership's 
loss before tax through the impact on floating rate borrowings.  
  
 
  Increase / decrease interest rate   Effect on profit before tax    Effect on profit before tax   
                                      for the year ended             for the year ended            
                                      December31, 2008               December 31, 2007             
  In thousands of US Dollar                                                                        
  +1.5%                               (4,921)                        -                             
  -1.5%                               4,921                          -                             
  
  
Foreign Currency Risk  
  
As significant portion of the Group's operation is the Kazakhstani Tenge 
denominated, the Group's balance sheet can be affected significantly by 
movements in the US Dollar / Tenge exchange rates. The Group mitigates the 
effect of its structural currency exposure by borrowing in US Dollars and 
denominating sales in US Dollars.  
  
The following table demonstrates the sensitivity to a reasonably possible change 
in the US Dollar exchange rate, with all other variables held constant, of the 
Group's profit before tax (due to changes in the fair value of monetary assets 
and liabilities).  
  
 
                       Change in        Effect on profit   
                       Tenge to US$     before tax         
                       exchange rate                       
  2008                                                     
  US thousand dollar   +25%             (65,715)           
  US thousand dollar   +40%             (105,144)          
                                                           
  2007                                                     
  US thousand dollar   + 5%             (6,934)            
  US thousand dollar   - 5%             6,934              
  
  
Liquidity Risk  
  
Liquidity risk is the risk that the Partnership will encounter difficulty in 
raising funds to meet commitments associated with its financial liabilities. 
Liquidity risk may result from an inability to sell a financial asset quickly at 
close to its fair value.  
  
Liquidity requirements are monitored on a regular basis and management ensures 
that sufficient funds are available to meet any commitments as they arise.  
  
The table below summarizes the maturity profile of the Partnership's financial 
liabilities at December 31, 2008 based on contractual undiscounted payments:   
  
 
  Year ended                                     Less than                                        more than             
  December 31, 2008                 On demand    3 months             3-12 months    1-5 years    5 years      Total    
  Borrowings                        381,677      -                    -              -            -            381,677  
  Trade payables                    60,028       -                    -              -            -            60,028   
  Other current liabilities         5,906        -                    -              -            -            5,906    
  Due to Government of Kazakhstan   -            258                  773            4,124        17,784       22,939   
                                    447,611      258                  773            4,124        17,784       470,550  
                                                                                                                        
  Y    ended                                     Less than 3 months                               more than             
  December 31, 2007                 On demand                         3-12 months    1-5 years    5 years      Total    
  Borrowings                        -            3,061                42,460         203,982      -            249,503  
  Trade payables                    30,431       -                    5,309          -            -            35,740   
  Other current liabilities         5,036        -                    -              -            -            5,036    
  Due to Government of Kazakhstan   -            1,288                774            4,124        18,814       25,000   
                                    35,467       4,349                48,543         208,106      18,814       315,279  
  
  
As discussed in Note 9, the Partnership believes BNP Paribas will not call the 
outstanding balance of the loan of US$ 381,677 thousand during 2009 and is in 
the process of obtaining a waiver from BNP Paribas in this respect.   
  
Commodity Price Risk  
  
The Partnership is exposed to the effect of fluctuations in price of crude oil, 
which is quoted in US Dollar on the international markets. The Partnership 
prepares annual budgets and periodic forecasts including sensitivity analyses in 
respect of various levels of crude oil prices in the future.  
  
Other than the hedge arrangement described in Note 19 the Partnership does not 
hedge its exposure to the risk of fluctuations in the price of crude oil. As at 
December 31, 2008 a US$ 1 per barrel movement in the price of oil had a US$ 2 
million impact on the fair value of the hedge contract.  
  
Credit Risk  
  
Financial instruments, which potentially subject the Partnership to credit risk, 
consist primarily of accounts receivable and cash in banks. The maximum exposure 
to credit risk is represented by the carrying amount of each financial asset. 
The Partnership considers that its maximum exposure is reflected by the amount 
of trade accounts receivable and advances.   
  
The Partnership places its cash with Bank Turan Alem, which has a credit rating 
of BB (negative) and BNP Paribas with a relative credit rating of AA (negative) 
on long-term US Dollar deposits from Standard and Poor's rating agency for the 
year ended December 31, 2008. The Partnership does not guarantee obligations of 
other parties.  
  
The Partnership sells oil and makes advance payments only to recognized, 
creditworthy third parties. In addition, receivable balances are monitored on an  
  
  
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