PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET

 
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
INFORMATION BOOKLET
25 November 2013

PREMIER OIL PLC
5% BONDS DUE 2020
Joint Lead Managers

Barclays
Canaccord Genuity Limited
Lloyds Bank

Authorised Offerors

Barclays Stockbrokers
Brown Shipley
Canaccord Genuity Wealth
Killik & Co
Redmayne Bentley LLP
Selftrade
Smith & Williamson

This is an advertisement and not a prospectus.

Any decision to purchase or sell the Bonds
should be made solely on the basis of a careful
review of the Prospectus and Final Terms.
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
IMPORTANT INFORMATION

This Information Booklet is an advertisement         Prudential Regulation Authority and regulated by
for the purposes of Prospectus Rule 3.3 and          the Financial Conduct Authority and the Prudential
Article 34 of Commission Regulation (EC) No          Regulation Authority, Canaccord Genuity Limited
809/2004 (as amended) and is not a prospectus        (“Canaccord Genuity”) (incorporated in England
for the purposes of EU Directive 2003/71/EC (as      No. 1774003) whose registered office is 88 Wood
amended) (the “Directive”) and/or Part VI of the     Street, London, EC2V 7QR, is authorised and
Financial Services and Markets Act 2000 (the         regulated by the Financial Conduct Authority and
“FSMA”).                                             Lloyds Bank plc (“Lloyds Bank”) (incorporated
                                                     in England No. 2065), whose registered office
Premier Oil plc (“Premier Oil”) is the legal         is 25 Gresham Street, London, EC2V 7HN, is
entity that will issue the Bonds (the meaning        authorised by the Prudential Regulation Authority
of that term is explained below) and certain         and regulated by the Financial Conduct Authority
subsidiaries of Premier Oil defined as the           and the Prudential Regulation Authority and is a
‘Subsidiary Guarantors’ in the Prospectus (as        member of the London Stock Exchange.
defined and referred to below) are, or will be,
the legal entities that will guarantee payments      This Information Booklet is not an offer for the
under the Bonds in accordance with their terms.      subscription or sale of the Bonds (defined in the
Please refer to the section headed “Key              following paragraph).
Features of the Bonds - Guarantee” on page
5 of this document for full details of the           This Information Booklet relates to the Premier
guarantee. References to “Premier Oil” or to         Oil 5% Sterling fixed rate Bonds due 2020
the “Issuer” in this document are references to      (referred to in this Information Booklet as
Premier Oil plc, references to “the Guarantors”      the “Bonds”). A base prospectus dated 18
are references to the subsidiaries of Premier Oil    November 2013 (the “Prospectus”) which
which are defined as the ‘Subsidiary Guarantors’     relates to Premier Oil plc’s £500,000,000 Euro
in the Prospectus. Premier Oil plc is the parent     Medium term Note Programme and which
company of the Premier Oil Group. References         comprises a base prospectus for the purposes
to “the Group” or “the Premier Oil Group” are        of Article 5.4 of the Directive, and final terms
references to Premier Oil plc and its subsidiaries   relating to the Bonds dated 25 November
taken as a whole.                                    2013 (the “Final Terms”), have been prepared
                                                     and made available to the public in accordance
This Information Booklet is a financial promotion    with the Directive. Copies of the Prospectus
prepared by Premier Oil and approved by              and Final Terms are available from the
Barclays Bank PLC, Canaccord Genuity Limited         website of Premier Oil (www.premier-oil.com/
and Lloyds Bank plc solely for the purposes of       bonds) and the website of the London Stock
section 21(2)(b) of the FSMA. Barclays Bank PLC      Exchange plc (www.londonstockexchange.
(“Barclays Bank”) (incorporated in England No.       com/newissues). Your Authorised Offeror will
1026167), whose registered office is 1 Churchill     provide you with a copy of the Prospectus and
Place, London, E14 5HP, is authorised by the         the Final Terms.

                                                                                                          1
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
This Information Booklet should not be relied on
for making any investment decision in relation
to the purchase of the Bonds. Any investment
decision should be made solely on the basis of
a careful review of the Prospectus and the Final
Terms. Please therefore read both the Prospectus
and the Final Terms carefully before you invest.
You should ensure that you understand and accept
the risks relating to an investment in the Bonds
before making such an investment. You should
seek your own professional investment, legal and
tax advice as to whether an investment in the
Bonds is suitable for you.

The Bonds may only be sold in Jersey in
compliance with the provisions of the Control of
Borrowing (Jersey) Order 1958 and the Financial
Services (Jersey) Law 1998. The Bonds may only
be sold in Guernsey in compliance with the
provisions of the Protection of Investors (Bailiwick
of Guernsey) Law 1987. The Bonds may only be
sold in the Isle of Man in compliance with the
provisions of the Isle of Man Financial Services Act
2008 and the Regulated Activities Order 2011.

This Information Booklet is not for distribution in
the United States of America or to U.S. persons.
The Bonds have not been and will not be
registered under the United States Securities Act
of 1933, as amended (the “Securities Act”) and
the Bonds, which are in bearer form, are subject
to certain U.S. tax law requirements. The Bonds
may not be offered, sold or delivered within the
United States of America or to U.S. persons. For
additional information, see the “Subscription and
Sale” section in the Prospectus and item 8(vi) in
Part B of the Final Terms.

                                                       2
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
PREMIER OIL PLC 5% BONDS DUE 2020

The Premier Oil 5% Sterling fixed rate Bonds due        redeemed or purchased and cancelled. If Premier
2020 pay interest of 5% per annum on the face           Oil and the Guarantors go out of business or
value of £100 per Bond.                                 become insolvent before the Maturity Date, you
                                                        may lose some or all of your investment.
The Bonds will be issued by Premier Oil and
payments in respect of them will be guaranteed by       The only way to purchase these Bonds is through
the Guarantors (i.e. those subsidiaries of Premier      a stockbroker or other financial intermediary
Oil defined as the Subsidiary Guarantors in the         which has been granted consent by the Issuer
Prospectus). Please refer to the sections headed        and the Guarantors to use the Prospectus and
“Key Features of the Bonds” and “Key Risks of           Final Terms (an ”Authorised Offeror”). Contact
Investing in the Bonds” for further information on      your stockbroker or other financial intermediary
the guarantors and the guarantee and its limitations.   today, or any of those listed in the “Authorised
                                                        Offerors” section of this document on page 12 if
Interest will be paid in two equal instalments a        you wish to purchase these Bonds. The minimum
year, on 11 June and 11 December every year             initial amount of Bonds you must buy is £2,000.
(with the first payment being made on 11 June           Purchases of greater than £2,000 must be in
2014) up to and including 11 December 2020              multiples of £100. After the initial purchase of
(the “Maturity Date”), unless the Bonds have            Bonds during the Offer Period, the Bonds can
previously been redeemed or purchased and               be bought and sold in multiples of £100. Your
cancelled. On the Maturity Date (i.e. 11 December       Authorised Offeror will provide you with a copy
2020) Premier Oil is required to repay an amount        of the Prospectus and the Final Terms. You should
equal to the face value of the Bonds (i.e. £100 for     read the “Important Information” section of this
each Bond) unless the Bonds have previously been        document on page 1.

                                                                                                            3
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
What is a bond?
A fixed rate bond is a form of borrowing by a
company seeking to raise funds from investors.
The Bonds have a fixed life. The company
promises to pay a fixed rate of interest to the
investor until the date that the bond matures (i.e.
in the case of the Bonds, the Maturity Date) when
it also promises to repay the amount borrowed.

A bond is a tradable instrument; meaning that
you do not have to keep the Bonds until the date
when they mature. The market price of a bond
will vary between the start of a bond’s life and
the date when it matures. Please see the “Key
Risks of Investing in the Bonds” and “Further
Information - How to trade the Bonds” sections
of this document on pages 7 & 10.

Interest on the Bonds
The level of interest payable on the Bonds is fixed
when the Bonds are issued. The rate of interest on
the Bonds is 5% per annum.

Therefore, for every £2,000 of Bonds (i.e. the
minimum initial amount of Bonds you may buy)
held, Premier Oil will pay interest of £50 twice a year
until the Maturity Date, starting on 11 June 2014.

You should refer to the section headed “Key Risks
of Investing in the Bonds” on page 7 of this
document for information on the risks relating to
an investment in the Bonds.

Payment on the face value of the Bonds
Provided that Premier Oil does not go out of
business or become insolvent, and provided that
the Bonds have not been redeemed or purchased
and cancelled early, the Bonds will be redeemed
at 100% of their face value (i.e. £100) on the
Maturity Date (i.e. 11 December 2020).

                                                          4
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
KEY FEATURES OF THE BONDS

Issuer: Premier Oil plc.                                 such earlier time and date as agreed by Premier Oil,
                                                         the Guarantors and the Joint Lead Managers and
Guarantee: All payments due from Premier Oil             announced via a Regulatory Information Service
under the Bonds (in accordance with their terms)         (which is expected to be the Regulatory News
will be guaranteed by the Guarantors (i.e. those         Service operated by the London Stock Exchange)
subsidiaries of Premier Oil defined as the Subsidiary    (the “End of Offer Date”).
Guarantors in the Prospectus). This means that
if Premier Oil does not pay such amounts under           Authorised Offerors: A number of authorised
the Bonds when they are due, the Guarantors will         offerors (listed on page 12 of this Information
(assuming that they are solvent and able to) pay         Booklet) have been approved by Premier Oil
them on its behalf - please refer to “Guarantee and      and the Guarantors to provide this document,
Status” in “Terms and Conditions of the Notes”           the Prospectus and the Final Terms to potential
(the “Conditions”) at page 125 of the Prospectus.        investors in the Bonds until the End of Offer Date.
In the event that the Guarantors do not fulfil these     Premier Oil has also granted its consent for other
obligations, you may lose some or all of your            financial intermediaries to use the Prospectus and
investment. See the section headed “Key Risks            Final Terms for the purposes of making offers of the
of Investing in the Bonds” on page 7 of this             Bonds to potential investors in the United Kingdom.
document for information on the risks relating to an     The conditions attached to this consent are set out
investment in the Bonds.                                 in the section headed Important Legal Information
                                                         – Basis of Consent on page 116 of the Prospectus
The identity of the Guarantors is subject to change.     and paragraph 8(vii) of Part B of the Final Terms.
Premier Oil has undertaken to procure that the
guarantors of the Bonds will consist of those            Any offer to sell the Bonds made or received
subsidiaries of Premier Oil plc (if any) which are       from any other party, or by any party after
either a borrower under or provide a guarantee in        the End of Offer Date, may not have been
respect of the Group’s principal banking facilities or   approved by Premier Oil and the Guarantors
any bond type debt. At any given time therefore,         and you should check with such party whether
there may be no entities acting as guarantors in         or not such party is so approved.
respect of the Bonds.
                                                         Date on which the Bonds are issued
Interest rate: 5% per annum. Your actual return          and on which interest begins to accrue:
will depend on the price at which you purchase           11 December 2013.
the Bonds and, if you do not hold the Bonds until
maturity, the price at which you sell your Bonds.        Term of the Bonds: 7 years.

Interest payments: Interest will be paid in two          Maturity Date (i.e. when the Bonds mature and
instalments a year, on 11 June and 11 December           are repayable): 11 December 2020.
in each year, starting on 11 June 2014, up to and
including the Maturity Date (11 December 2020).          Face value of each Bond: £100. Although
                                                         the face value of each Bond is £100, it is not
Offer Period: The Bonds are available for purchase       possible to purchase less than £2,000 during the
through your stockbroker or other financial              Offer Period. In the secondary market, it should
intermediary in the period from 25 November 2013         be possible to purchase and sell the Bonds in
until noon on 6 December 2013 (London time) or           multiples of £100.

                                                                                                                5
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
Issue price: 100 per cent. of the face value of
each Bond (i.e. £100).

Negative Pledge: Premier Oil and the Guarantors
undertake that neither they nor any of their
respective subsidiaries will create a security interest
over any of their assets to secure any bond type
debt and/or any debt raised under the principal
bank facilities of the Group without equally and
at the same time securing the Bonds, subject to
certain exceptions set out in the Conditions.

Redemption at Maturity Date: Assuming
Premier Oil does not go out of business or
become insolvent, and assuming the Bonds have
not been redeemed or purchased and cancelled
early, the Bonds will be redeemed at 100 per              of Control” and “Terms and Conditions of the
cent. of their face value on the Maturity Date            Notes” at pages 148-151 of the Prospectus).
(i.e. 11 December 2020).
                                                          Trading: Investors will, subject to market
Early Redemption by the Issuer: Premier Oil will          conditions, be able to buy Bonds or sell their
have the option to redeem the Bonds early (in whole       Bonds during the term of the Bonds. See the “Key
but not in part), at any time at 100% of their face       Risks of Investing in the Bonds” and “Further
value or, if higher, an amount calculated by reference    Information - How to trade the Bonds” sections
to the prevailing yield of the 3.75% United Kingdom       of this document for more details.
Government Treasury Stock due 2020 plus a margin
of 0.5%, together with any accrued interest, as           ISA and SIPP eligibility: At the time of issue, the
further detailed in the Final Terms.                      Bonds should be eligible for investing in a Stocks
                                                          & Shares ISA or SIPP.
Early redemption due to change in relevant
tax laws: In the event of any actual or proposed          Bond ISIN: XS0997703250.
change in tax law that would result in the Issuer or
the Guarantors being required to pay additional           Amount of Bonds to be issued: The total amount
amounts in respect of the Bonds, the Bonds may            of the Bonds to be issued will depend on the
be redeemed early in certain circumstances (in            number of applications to purchase the Bonds
whole but not in part) at the Issuer’s option at          received before the End of Offer Date. There is no
their early redemption amount as set out in the           minimum total amount of Bonds that may be issued.
Conditions plus accrued interest.
                                                          Joint Lead Managers: Barclays Bank PLC,
Optional early redemption by the bondholders:             Canaccord Genuity Limited and Lloyds Bank plc.
Holders of the Bonds will have the option to
require the Issuer to purchase or redeem the              You should refer to the “Important Information”
Bonds at 100% of their face value, together with          and “Key Risks of Investing In The Bonds”
interest accrued, on a change of control event (as        sections of this documents and to the
further detailed in “Redemption Following Change          Prospectus and to the Final Terms.

                                                                                                                6
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
KEY RISKS OF INVESTING IN THE BONDS

A number of particularly important risks relating     • If you choose to sell your Bonds at any time
to an investment in the Bonds are set out below.        prior to the Maturity Date, the price you receive
The risks set out below are not intended to be a        from a purchaser could be less than your original
comprehensive list of all the risks that may apply      investment. Factors that will influence the
to an investment in the Bonds. You should seek          market price of the Bonds include, but are not
your own independent professional investment,           limited to, market appetite, inflation, the time
legal and tax advice as to whether an investment        of redemption, interest rates and the financial
in the Bonds is suitable for you. You should be         position of Premier Oil and the Guarantors. In
aware that you could get back less than you             particular, you should note that:
invest or lose your entire initial investment.
                                                          – if interest rates start to rise, then the income
Full risk factors relating to Premier Oil, the              to be paid by the Bonds might become less
Guarantors and the Bonds are set out in the                 attractive on a relative basis and the price
section headed “Risk Factors” on page 17 of                 you get if you sell could fall. However, the
the Prospectus. Please read them carefully.                 market price of the Bonds has no effect on
                                                            the income you receive or what you get back
• As subsidiaries of the Issuer, if Premier Oil             on expiry of the Bonds if you hold on to the
  goes out of business or becomes insolvent, it             Bonds until they mature; and
  is likely that that the Guarantors will also be
  facing financial difficulties and/or insolvency.        – inflation will reduce the real value of the
  This means that the Guarantee may be of                   Bonds. This may affect what you could buy
  limited value in terms of continuing to receive           with the return on your investment in the
  interest under the Bonds or recovering the                future and may make the fixed interest rate
  money you have invested. Please refer to the              on the Bonds less attractive in the future.
  section headed “Key Features of the Bonds
  - Guarantee” on Page 5 of this document for         • If you invest at a price other than the face value
  full details of the guarantee.                        of the Bonds, the overall return or ‘yield’ on the
                                                        investment will be different from the headline
• All obligations arising out of or in connection       yield on the Bonds. The headline indication of
  with the Bonds will be the sole responsibility        yield applies only to investments made at (rather
  of Premier Oil and the Guarantors (in the event       than above or below) the face value of the Bonds.
  that Premier Oil is unable to make payments).
  If Premier Oil and the Guarantors go out of         • There is no guarantee of what the market price
  business or become insolvent, you may lose            for selling or buying the Bonds will be at any
  some or, in the worst case scenario, all of your      time. If prevailing market conditions reduce
  investment in the Bonds.                              market demand for the Bonds, the availability of a
                                                        market price may be impaired. Although Barclays
• Unlike a bank deposit, the Bonds are                  Bank PLC, Canaccord Genuity Limited and
  not covered by the Financial Services                 Lloyds Bank plc will act as market makers (See
  Compensation Scheme (“FSCS”). As a result,            the “Further Information - How to trade the
  the FSCS will not pay compensation to an              Bonds” section of this document) for the Bonds,
  investor in the Bonds in the event of the failure     if trading activity levels are low, this may severely
  of Premier Oil or the Guarantors.                     and adversely impact the price that you would
                                                        receive if you wish to sell your Bonds.

                                                                                                                7
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
PREMIER OIL PLC

Overview                                               the year ended 31 December 2012 was 57,700
Premier Oil plc is an international independent        barrels of oil equivalent per day and production
oil and gas exploration and production company         for the first half of 2013 was 58,600 barrels of
headquartered in London with a market                  oil equivalent per day. Because of the quality of
capitalisation of approximately £1.8 billion as at     the assets, the Group’s existing producing fields
31 October 2013. It is the parent company of           generate significant cash flow even at lower
the Premier Oil Group which has interests in ten       oil and gas prices, and the company also has a
countries, with significant assets in the North Sea,   conservative hedging policy in place.
both UK and Norway, Indonesia, Vietnam, Pakistan
and the Falkland Islands.                              The Group also has a portfolio of discovered
                                                       fields in the development phase. Projects that
History                                                are planned to commence production in the next
The Premier Oil Group was founded 79 years             few years are located in the UK, Norway, Vietnam,
ago in Scotland to pursue oil and gas exploration      Indonesia and the Falkland Islands. The Group
and production activities in Trinidad. In 1936, the    is targeting future production rates in excess of
Group’s holding company was publicly listed in         100,000 barrels of oil equivalent per day based on
London as Premier (Trinidad) Oilfields Limited, and    the potential of this portfolio, and is the operator
for the next two decades the Group focussed on         of the majority of the projects.
oil production in Trinidad. The Group acquired
its first interest in the North Sea in 1971 and over   As at 31 December 2012, the Group had a
the next few decades expanded its presence into        reserves and contingent resource base of 772.7
other geographical areas.                              million barrels of oil equivalent including 2P
                                                       reserves of 291.9 million barrels of oil equivalent,
The Group today pursues its strategy of low-risk       based on its own appraisal of its assets. Based
development of existing discovered reserves whilst     on these booked reserves and the average
maintaining shareholder leverage to material           production for the full year ending 31 December
exploration upside. The Group is pre-funded            2012, the average remaining life span of the fields
for its committed development and exploration          that are currently producing would be 13 years,
programmes.                                            but the Group expects to extend the longevity
                                                       of the portfolio by bringing as yet undeveloped
Assets                                                 discoveries on to production and with future
The portfolio consists of oil and gas fields which     exploration success.
are already producing, discovered fields not yet
producing which are undergoing development             The Group’s strategy is comprised of five main
planning and execution, and licences to explore        elements:
for new oil and gas fields in prospective areas.
Fields which are already producing or for which         • Increasing near-term production to 75,000
the decision to invest in the development has             barrels of oil equivalent per day from its
already been made are classified as ‘2P reserves’         existing proven and probable reserves base;
and other undeveloped discoveries are classified
as ‘2C contingent resources’. Current production        • Promoting further growth through
comes from 20 producing assets in the UK,                 commercialising the Group’s contingent
Pakistan, Vietnam and Indonesia. Production for           resources;

                                                                                                              8
PREMIER OIL PLC 5% BONDS DUE 2020 - INFORMATION BOOKLET
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         • Adding 200 million barrels of reserves through                 Financial track record
           exploration by focusing on core geologies, in                  In the financial year ended 31 December 2012, the
           order to underpin the Group’s medium term                      Group achieved revenues of US$1,408.7 million
           production target of 100,000 BOE per day;                      and a profit after tax of US$252.0 million. In the
                                                                          six months to 30 June 2013, the Group achieved
         • Making value-adding acquisitions in the                        revenues of US$757.8 million and a profit after tax
           Group’s six business units (UK, Norway,                        of US$161.1 million. As at 30 June 2013, the Group
           Pakistan/Mauritania, Indonesia, Vietnam and                    had cash resources and undrawn bank facilities of
           the Falkland Islands); and                                     approximately US$1 billion and a gearing of 39 per
                                                                          cent. Net debt was US$1,315.8 million including
         • Maintaining financial strength and access to                   cash resources of US$182.3 million.
           capital markets.
                                                                          You should refer to the sections headed
                                                                          “Description of the Issuer and the Group” on
                                                                          page 36 in the Prospectus and “Description of
                                                                          the Initial Subsidiary Guarantors” on page 88 in
                                                                          the Prospectus for full information on the Group.
    Note:
    million barrels of oil equivalent (“mmboe”) and;
    thousand barrels of oil equivalent per day (“kboepd”)

                                                                                                                                9
FURTHER INFORMATION

Holding the Bonds                                          Pricing information for sales and purchases of
The Bonds will be held in custody for you by your          the Bonds in the market will be available during
Authorised Offeror, or as may be arranged by your          market hours (8.00am to 4.30pm London time)
stockbroker or financial adviser.                          and in normal market conditions on the ORB.

How to trade the Bonds                                     As noted above, notwithstanding that Barclays
The Bonds are expected to be listed on the                 Bank PLC, Canaccord Genuity Limited and Lloyds
Official List of the UK Listing Authority and              Bank plc will act as market makers (as explained
admitted to trading on the regulated market of             above), if trading activity levels are low, this may
the London Stock Exchange plc.                             severely and adversely impact the price that an
                                                           investor would receive if he/she wishes to sell his/
The Bonds are also expected to be eligible for the         her Bonds.
London Stock Exchange’s electronic Order Book
for Retail Bonds (“ORB”).                                  Fees
                                                           Premier Oil will pay certain fees and commissions
The ORB was launched in response to private                in connection with the offer of the Bonds. The
investor demand for easier access to trading               Joint Lead Managers will receive a fee of 0.9% of
bonds with the aim of providing a transparent              the aggregate nominal amount of the Bonds of
and efficient mechanism for UK retail investors to         which 0.5% will be distribution fees available to
access the bond markets. The Bonds are tradable            Authorised Offerors as follows:
instruments and prices will be quoted in the
market during trading hours.                                 (i) each Initial Authorised Offeror (as defined in
                                                                  the Final Terms) will be entitled to receive a
The Bonds are expected to be supported in a                       fee of up to 0.5% of the total face value of
market-making capacity by Barclays Bank PLC,                      the Bonds issued and allotted to such Initial
Canaccord Genuity Limited and Lloyds Bank plc.                    Authorised Offeror; and
Market-making means that a person will maintain              (ii) each Additional Authorised Offeror will be
prices for buying and selling the Bonds. Each of                  entitled to receive a fee of up to 0.25% of
Barclays Bank PLC, Canaccord Genuity Limited                      the total face value of the Bonds issued
and Lloyds Bank plc will be appointed as a                        and allotted to such Additional Authorised
registered market maker through the ORB (www.                     Offerors.
londonstockexchange.com/exchange/prices-and-
markets/retail-bonds/retail-bonds-search.html)             Authorised Offerors may charge expenses to
when the Bonds are issued.                                 you in respect of any Bonds purchased and/or
                                                           held. These expenses are beyond the control of
Investors should, in most normal circumstances,            the Issuer and are not set by the Issuer. Neither
be able to sell their Bonds at any time, subject to        the Issuer, the Guarantors nor (unless acting as
market conditions, by contacting their stockbroker.        an Authorised Offeror) any of the Joint Lead
As with any investment, there is a risk that an investor   Managers is responsible for the level or payment
could get back less than his/her initial investment        of any of these expenses.
or lose his/her initial investment in its entirety. See
the section headed “Key Risks of Investing in the
Bonds” on page 7 of this document.

                                                                                                                   10
Taxation of the Bonds                                  ISA and SIPP eligibility of the Bonds
The tax treatment of an investor will depend           At the time of issue, the Bonds should be eligible
on his or her individual circumstances and             for investing in a stocks and shares ISA (Individual
taxation law and practice at the relevant time         Savings Account) or SIPP (a self-invested personal
(and so may be subject to change in the future).       pension). However, prospective investors should
Prospective investors should consult their own         seek independent advice as to whether the
independent professional tax advisers to obtain        specific terms of their arrangement permits
advice about their particular tax treatment in         investment of this type. The tax treatment of
relation to the Bonds.                                 an investor will depend on his/her individual
                                                       circumstances and taxation law and practice at the
If you make an investment in the Bonds, the tax        relevant time (and so may be subject to change in
treatment which will apply to you will depend on       the future).
your individual circumstances and taxation law
and practice at the relevant time (and so may be       See also the “Taxation of the Bonds” section
subject to change in the future).                      above.

Please also refer to the section at page 114 of the    You should refer to the sections headed
Prospectus entitled “Taxation” for information         “Subscription and Sale” on page 105 of the
regarding certain aspects of United Kingdom            Prospectus, “Taxation” on page 114 of the
taxation of payments of interest on the Bonds.         Prospectus, “Important Legal Information” on
                                                       page 116 of the Prospectus and “Additional
All amounts, yields and returns described herein       Information” on page 185 of the Prospectus.
are shown before any tax impact.

It is the responsibility of every investor to comply
with the tax obligations operative in their country
of residence.

                                                                                                              11
AUTHORISED OFFERORS

Barclays Stockbrokers
www.BarclaysStockbrokers.co.uk/Pages/
PremierOil.aspx

Brown Shipley
www.brownshipley.com/retail-bonds

Canaccord Genuity Wealth
www.canaccord.com/wm

Killik & Co
www.killik.com/bonds

Redmayne Bentley LLP
www.redmayne.co.uk/premier

Selftrade
www.selftrade.co.uk/premier

Smith & Williamson
www.smith.williamson.co.uk/fixed-income-
dealing-service

                                           12
DISCLAIMER
The contents of this document are indicative and are
subject to change without notice. This document should
not be relied on for making any investment decision
in relation to the purchase of Bonds. Any decision
to purchase or sell the Bonds should be made by
you solely on the basis of a careful review of the
Prospectus and the Final Terms. Please therefore read
the Prospectus and the Final Terms carefully before
you invest. Before buying or selling any Bonds you
should ensure that you fully understand and accept the
risks relating to an investment in the Bonds, otherwise
you should seek professional independent advice.

Each of Barclays Bank PLC, Canaccord Genuity Limited
and Lloyds Bank plc is acting for itself and will not act
and has not acted as your legal, tax, accounting or
investment adviser and will not owe you or your clients
any fiduciary duties in connection with a purchase or
sale of the Bonds or any related transaction.

No reliance may be placed on any of Barclays Bank
PLC, Canaccord Genuity Limited or Lloyds Bank plc
for advice or recommendations of any sort. Barclays
Bank PLC, Canaccord Genuity Limited and Lloyds Bank
plc make no representation or warranty to you with
regard to the information contained in the Prospectus
and the Final Terms. This Information Booklet contains
information derived from the Prospectus and the Final
Terms and is believed to be reliable but, in so far as
each of them may do so under applicable law, Barclays
Bank PLC, Canaccord Genuity Limited and Lloyds Bank
plc do not warrant or make any representation as to its
completeness, reliability or accuracy.

Neither Barclays Bank PLC, Canaccord Genuity Limited,
Lloyds Bank plc, Premier Oil nor any Guarantor is
responsible for any advice or service you may receive
from a third party in relation to the Bonds.

Barclays Bank PLC, Canaccord Genuity Limited
and Lloyds Bank plc and their affiliates, connected
companies, employees and/or clients may have an
interest in the Bonds and/or in related investments. Such
interest may include dealing, trading, holding, acting
as market makers in such instruments and may include
providing banking, credit and other financial services to
any company or issuer of securities referred to herein.

This document does not constitute or form part of any
offer or invitation to sell, or any solicitation of any offer
to purchase, any Bonds. Any purchase or sale of Bonds
should only be made on the basis of the information
contained in the Prospectus and the Final Terms,
available as described above.
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