MAPLE ENERGY PLC. Placing & Admission to AIM

Transcription

1 MAPLE ENERGY PLC Placing & Admission to AIM Admission Document 6 July 2007

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3 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take or the contents of this document, you should immediately consult a person authorised under the Financial Services and Markets Act 2000 ( FSMA ) or if resident in Ireland, an independent financial adviser authorised or exempted pursuant to the Investment Intermediaries Act 1995 of Ireland or the Stock Exchange Act 1995 of Ireland in each case who specialises in advising on the acquisition of shares and other securities. This document has been drawn up as an Admission Document in accordance with the AIM Rules and it is not an offer of securities to the public for the purposes of Section 102B of FSMA. This document does not comprise a prospectus for the purposes of the PD Regulation and pursuant to Section 85 of FSMA. Accordingly, no copy of this document has been or will be approved by the Financial Services Authority. Maple Energy plc and its Directors, whose names appear on page 4 of this document, accept individual and collective responsibility for the information contained in this document and compliance with the AIM Rules. To the best of the knowledge and belief of Maple Energy plc and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and there is no omission likely to affect the import of such information. Application will be made to the London Stock Exchange for the whole of the issued and to be issued ordinary share capital of Maple Energy plc to be admitted to trading on AIM. No application has been or is being made for the Ordinary Shares to be admitted to any other investment exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the official list of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM Company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The AIM Rules are less demanding than those of the Official List. Prospective investors should read the whole text of this document and should be aware that an investment in Maple Energy plc is highly speculative and involves a high degree of risk. In particular, prospective investors should consider the section entitled Risk Factors set out in Part III of this document. All statements regarding Maple s business should be viewed in the light of those risk factors. It is expected that the Ordinary Shares will be admitted to trading on AIM and dealings will commence on 13 July MAPLE ENERGY PLC (Incorporated in Ireland under the Companies Acts 1963 to 2006 with registered no ) Placing of 26,700,000 Subscription Shares and 5,900,000 Sale Shares of $0.01 each at 84p per Ordinary Share and Admission to trading on AIM Nominated Adviser and Joint Broker CANACCORD ADAMS LIMITED Joint Broker MIRABAUD SECURITIES LIMITED Share Capital immediately following Admission and Placing Authorised Ordinary Shares Issued and fully paid following the Placing and assuming all the Subscription Shares are subscribed for and issued and the Sale Shares are acquired Number Amount Number Amount 200,000,000 $2,000,000 $0.01 each 75,281,130 $752,811.30

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5 The Placing is conditional, inter alia, on Admission taking place on or before 27 July The Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States of America, South Africa, Australia, Japan or Canada. No securities commission or similar securities regulatory authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Placing has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been or will be filed with the Japanese Ministry of Finance in relation to the Placing of the Ordinary Shares. Accordingly, subject to certain exceptions, the Ordinary Shares may not, directly or indirectly, be offered or sold within the United States of America, South Africa, Australia, Japan or Canada or to or for the account or benefit of any national, resident or citizen of South Africa, Australia, Japan or Canada or any person located in the United States. This document does not constitute an offer for, or the solicitation of any offer to subscribe for or buy, any of the Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. This document does not constitute an offer for, or solicitation of any offer to subscribe or buy, any of the Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law. No action has been taken or will be taken by Maple Energy plc, by the Shareholders or by Canaccord that would permit an offer of Ordinary Shares or possession or distribution of this document where action for that purpose is required. Persons into whose possession this document 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. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, shares will not be offered to the public in that Member State, except: (a) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (b) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than u43,000,000 and (3) an annual net turnover of more than u50,000,000, as shown in its last annual or consolidated accounts; or (c) at any time in any other circumstances which do not require the publication by Maple Energy plc of a prospectus pursuant to Article 3 of the Prospectus Directive. The Ordinary Shares will be offered in the Republic of Peru ( Peru ) by means of a private offering and therefore have not been and will not be registered before the Securities Market Public Register (Registro Público del Mercado de Valores) kept by the Peruvian Securities and Exchange Commission (Comisión Nacional Supervisora de Empresas y Valores CONASEV). Since the Ordinary Shares will not be placed in Peru by means of a public offering as defined by the applicable laws and regulations in Peru, the offering is limited to institutional investors recognized as such by the Peruvian applicable laws and regulations. With regard to Peruvian private pension funds (Administradoras Privadas de Fondos de Pensiones AFP), the Ordinary Shares shall have been duly registered before the Superintendence of Banking, Insurance and Private Pension Funds (Superintendencia de Banca, Seguros y AFP) by the time the placement of the Ordinary Shares takes place. Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, and is a member of the London Stock Exchange, is acting exclusively as the Maple Energy plc s nominated adviser and, along with Mirabaud, as the Maple Energy plc s joint broker for the purposes of the AIM Rules and for no one else in connection with Admission and will not be responsible to any person other than Maple Energy plc for providing the protections afforded to customers of Canaccord or for advising any other person on the contents of this document. Its duties as Maple Energy plc s nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to Maple Energy plc or to any Director or Shareholders or to any other subsequent purchaser of Ordinary Shares and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Canaccord as to, and no liability whatsoever is accepted by Canaccord in respect of, any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). i

6 Mirabaud, which is authorised and regulated in the United Kingdom by the Financial Services Authority, and is a member of the London Stock Exchange, is, along with Canaccord, acting as the Maple Energy plc s joint broker for the purposes of the AIM Rules and for no one else in connection with Admission and will not be responsible to any person other than Maple Energy plc for providing the protections afforded to customers of Mirabaud or for advising any other person on the contents of this document. No representation or warranty, express or implied, is made by Mirabaud as to, and no liability whatsoever is accepted by Mirabaud in respect of, any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). This document contains forward-looking statements, which are based on the Directors current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. These forward-looking statements are subject to, inter alia, the risk factors described in Part III of this document. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a number of variables, which could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by the AIM Rules, the London Stock Exchange or by law, Maple Energy plc disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Maple Energy plc s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Copies of this document will be available free of charge during normal business hours on any day (except Saturdays, Sundays and public holidays) at the offices of Canaccord, 7th Floor, Cardinal Place, 80 Victoria Street, London SW1E 5JL United Kingdom from the date of this document for a period of one month from Admission. ii

7 TABLE OF CONTENTS KEY INFORMATION 1 DIRECTORS, SECRETARY AND ADVISERS 4 EXPECTED TIMETABLE 6 PLACING STATISTICS 6 DEFINITIONS 7 PART I INFORMATION ON THE COMPANY Overview Corporate Structure and Re-organisation Recent Developments Description of Maple s Business Operations and Assets Work Program Summary Maple Financial Information Current Trading and Prospects Strengths and Strategy Management Reasons for Admission and Use of Proceeds Employees Overview of Peru Dividend Policy Details of the Placing Admission, Settlement and Dealings CREST Takeover Rules Corporate Governance Additional Information Overseas Shareholders 52 PART II CONCESSION AGREEMENTS 53 PART III RISK FACTORS 61 PART IV COMPETENT PERSON S REPORTS 76 PART V FINANCIAL INFORMATION 185 PART VI ADDITIONAL INFORMATION Maple Energy plc Share Capital Maple Energy plc s Subsidiaries Memorandum and Articles Directors of Maple Energy plc Directors and Other Interests Selling Shareholders Lock-in Arrangements Directors and Senior Management s Service Contracts and Letters of Appointment Directors Interests in Transactions Summary of the Principal Features of the Employee Share Incentive Arrangements Material Contracts Related Party Transactions Taxation Litigation Working Capital No Significant Change Responsibility and Consents General 348 GLOSSARY 350 iii

8 Asset L ocations Nort rthern Peru Ethanol Projec ect Maple Head Office Aguayt oin int Venture Refining ng & Marketi eting Oil Producti tion and Explorat atio ion 1 iv

9 KEY INFORMATION Overview Maple is an integrated independent energy company with assets and operations in Peru. It engages in numerous aspects of the energy industry, including (i) exploration and production of crude oil, natural gas and natural gas liquids, (ii) refining, marketing and the distribution of hydrocarbon products, (iii) gas-fired power generation and power transmission, and (iv) the development of an ethanol project. By utilising its strategic asset base, technical expertise, project management skills, and strong customer and government relationships, Maple has established itself as one of Peru s leading integrated energy companies. Maple s operations are conducted and revenues are generated through its wholly-owned subsidiaries and equity interest in Aguaytía Energy, a joint venture in which Maple owns an approximate 14.3% effective economic interest. For the year ended 31 December 2006, on a combined basis, Maple generated revenue and adjusted EBITDA of approximately $78.5 million and $8.7 million, respectively. For the year ended 31 December 2005, Maple generated combined revenue and adjusted EBITDA of approximately $75.2 million and $10.3 million, respectively. (1) Maple s proved and probable hydrocarbon reserves as at 31 December 2006, were MMboe (including reserves held through the Aguaytía Project), of which approximately 44% were hydrocarbon liquids and 56% were natural gas. Maple s average daily production during the year ended 31 December 2006 was 2,174 boepd. Operations Maple s principal operations consist of the following: Crude Oil Production. Operator and holder of 100% working interests in its crude-oil producing properties, Blocks 31-B and 31-D; Refining, Marketing and Distribution Operations. Operator of the Pucallpa Refinery and Sales Plant, which has capacity to refine up to (i) 3,400 bpd of crude oil producing Residual 5 fuel oil, (ii) 3,000 bpd of crude oil producing Residual 6 fuel oil or (iii) 4,100 bpd of natural gasolines. This plant also includes sales and distribution operations in the central Peruvian jungle, central Peruvian highlands and Lima regions; Aguaytía Energy Interest. Operator of Aguaytía Energy s gas assets and holder of an approximate 14.3% effective economic interest in Aguaytía Energy, an integrated energy company engaged in the production of Block 31-C, gas-fired power generation, power transmission, gas processing, natural gas liquids fractionation, gas and liquids transportation and the marketing of liquid petroleum gas ( LPG ) and natural gasolines; Crude Oil Development. Operator and holder of a 100% working interest in the Pacaya Field in Block 31-E, which Maple intends to reactivate, as well as the development of up to 31 additional wells in Blocks 31-B and 31-D; Ethanol Project. Project developer and major shareholder in an estimated $192.5 million ethanol project located in the Piura Region on the northwest coast of Peru. Oil and Gas Exploration. Significant exploration opportunities through: a 100% working interest in Block 31-E, containing the Santa Rosa, San Roque and Cashiboya Deep prospects; and a significant working interest in the Aguaytía Deep Prospect in Block 31-C. For more information on Maple s operations, please see Section 4 of Part I included elsewhere in this document. (1) EBITDA figures exclude $7.3 million of costs in 2005 and $0.3 million of costs in 2006 relating to the expensing of drilling operations under successful efforts accounting (see Note 16 in Section 3 of Part V of this document) and $1.4 million of restructuring costs in 2006 (see Note 3 in Section 5 of Part V of this document). 1

10 Reserves and Resources The following table sets forth a summary of Maple s estimated reserves, on a net attributable basis, as at 31 December 2006 as appraised by the Competent Person. Proved, Probable Total Reserves: Proved Proved and Probable and Possible Oil and Liquids (bbl) 4,081,471 6,009,240 7,676,649 Gas (MMcf) 38,800 45,000 49,000 The following table sets forth a summary of Maple s estimated prospective resources, on a net attributable basis, as at 31 December 2006 as appraised by the Competent Person: Total Resources: Low Estimate Best Estimate High Estimate Oil and Liquids (Mbbl) 90, ,472 1,127,085 Gas (MMcf) , ,397 Strengths Maple s key strengths consist of the following: Proven Track Record of Revenue and Cashflow Generation. Existing revenues and cashflow from sales of refined products, LPG and electricity, resulting in combined revenues and adjusted EBITDA of $78.5 million and $8.7 million for the year ended 31 December 2006, respectively, and combined revenues and adjusted EBITDA of $75.2 million and $10.3 million for the year ended 31 December 2005; (1) Risk-diversified Hydrocarbon Asset Base. Maple s oil and gas portfolio includes: multiple low-risk development, drilling and work-over opportunities on existing properties; and multiple exploration opportunities in Block 31-E and the Aguaytía Deep Prospect with best estimate prospective crude oil, natural gas and natural gas liquids ( NGLs ) resources estimated to be MMbbl and Bcf, respectively; Competitive Positioning of Operations. The location of Maple s operations and assets provide the following advantages and efficiencies: the proximity of Maple s crude oil production to its refining assets as well as readily available transport links and other infrastructure provides Maple with logistical advantages over competitors; operation of the only refinery in the central Peruvian jungle provides significant access to surrounding markets; coastal location of the Ethanol Project s facilities and favourable Peruvian climate lends support to Maple s intention to compete as a low-cost, strategically-located ethanol producer; and ability to utilise Maple s physical infrastructure which covers substantial areas in the central jungle of Peru, with extensive logistical operational experience through multiple exploration and development projects performed in this area. These include drilling, workovers, road construction, plant construction, pipeline construction, refinery expansion, seismic acquisition, geological and geochemical surveys, among others. Strong and Experienced Management Team and Significant Human Capital. Strong and experienced team with established government and industry relationships, significant in-country accomplishments, including the successful implementation of the $273 million Aguaytía Project and other national energy projects, and 13 years experience together establishing an international energy company with approximately 400 full time equivalent employees; Operational Efficiencies through Vertical Integration and Ownership. Maple s operations benefit from the following efficiencies: vertically integrated operations providing readily available monetisation routes and beneficial feedstock costs for hydrocarbon refining and enhanced netbacks for Maple; and (1) EBITDA figures exclude $7.3 million of costs in 2005 and $0.3 million of costs in 2006 relating to the expensing of drilling operations under successful efforts accounting (see Note 16 in Section 3 of Part V of this document) and $1.4 million of restructuring costs in 2006 (see Note 3 in Section 5 of Part V of this document). 2

11 ownership of workover rigs enabling Maple to minimise significant third-party contractor supply, cost and time constraints in the execution of its shallow drilling and work-over programmes. Strategy Maple s strategy is to continue to develop selective energy projects, building shareholder value through a combination of continued development of oilfields, ethanol project development, and exploration. To execute this strategy, Maple intends to: develop existing oil reserves through a series of well workovers and development drilling opportunities, including 17 shallow development wells and 15 workover wells on Block 31-B and 14 shallow development wells and 10 workover wells on Block 31-D to be financed primarily through existing cashflow from operations; discover additional oil and natural gas fields through exploration activities, including three prospects in Block 31-E and one prospect in Block 31-C; establish itself as one of Peru s leading ethanol producers through the development and completion of the Ethanol Project and other ethanol production opportunities; and pursue strategic acquisitions in Peru. Management Maple s management team is principally led by three of its founders, Mr. Jack Hanks, Mr. Rex Canon and Mr. Tony Hines, Maple s Chairman, Chief Executive Officer and Senior Vice President of Operations respectively. Messrs. Hanks, Canon and Hines, collectively, possess more than 66 years experience in the energy industry. In addition, Maple s senior technical and operational team has extensive experience in the Peruvian energy sector, possessing, in the aggregate, approximately 170 years of experience in the energy industry. Net amount raised The net proceeds of the Placing to the Company will be approximately $38.3 million, after commissions and expenses payable by Maple. Maple intends to use the net proceeds from this placing for the repayment of indebtedness, capital expenditures (including Maple s work programmes for Block 31-E and the Aguaytía Deep Prospect, and the Ethanol Project), and for general corporate purposes. Although medium-term debt is not due, it is the intention of Management to repay all of its outstanding indebtedness in order to maximise return on existing cash balances. In addition, the work programmes for Blocks 31-B and 31-D are intended to be principally financed through cashflow from operations. 3

12 DIRECTORS, SECRETARY AND ADVISERS Directors Jack W. Hanks (Chairman of the Board and Executive Director) Rex Wharton Canon (Chief Executive Officer, President and Executive Director) Carlos Antonio de la Guerra Sison (Senior Vice President and Executive Director) Nigel Bryan Christie (Independent Non-Executive Director) Gianfranco Castagnola Zúñiga (Non-Executive Director) Carlos Enrique A. Palacios Rey (Independent Non-Executive Director) The business address of each of the Directors is: Av. Víctor Andrès Belaúnde 147 Vía Principal 140, Suite 201 Edificio Real Seis San Isidro Lima Peru Registered Office 70 Sir John Rogerson s Quay Dublin 2 Ireland Head Office Av. Víctor Andrès Belaúnde 147 Vía Principal 140, Suite 201 Edificio Real Seis San Isidro Lima Peru Secretary Roxana Guzmán Nominated Adviser and Joint Broker Joint Broker Placing Agent Legal Advisers to Maple Energy plc as to English and United States Law Legal Advisers to Maple Energy plc as to Peruvian Law Legal Advisers to Maple Energy plc as to Irish Law Canaccord Adams Limited 7th Floor Cardinal Place 80 Victoria Street London SW1E 5JL Mirabaud Securities Limited 21 St. James s Square London SW1Y 4JP Banco de Crédito del Peru No 156 Calle Centenario La Molina Lima, 12 Peru Vinson & Elkins R.L.L.P. Citypoint, 33rd Floor One Ropemaker Street London EC2Y 9UE United Kingdom Muñiz, Ramírez, Pérez-Taiman & Luna-Victoria Las Begonias Piso Lima 27 Peru Matheson Ormsby Prentice 70 Sir John Rogerson s Quay Dublin 2 Ireland 4

13 Legal Advisers to Maple Energy plc as to the laws of the British Virgin Islands Legal Advisers to Maple Energy plc as to the laws of the Cayman Islands Legal Advisers to the Nominated Adviser and Broker Reporting Accountants Auditors Competent Person Registrar Public Relations Harney Westwood & Riegels Craigmuir Chambers PO Box 71 Road Town, Tortola British Virgin Islands Myers & Alberga Attorneys-at-Law Harbour Place, 2nd Floor, North Wing 103 South Church Street P.O. Box 472 GT Grand Cayman, Cayman Islands B.W.I Maclay Murray & Spens LLP One London Wall London EC2Y 5AB United Kingdom Grant Thornton UK LLP Grant Thornton House Melton Street London NW1 2EP United Kingdom Ernst & Young Av. Víctor Andrès Belaúnde 171 San Isidro Lima Peru Netherland, Sewell & Associates, Inc Thanksgiving Tower 1601 Elm Street Dallas, Texas United States of America Capita Registrars Unit 5 Manor Street Business Park Manor Street Dublin 7 Ireland Citigate Dewe Rogerson 3 London Wall Buildings London Wall London EC2M 5SY United Kingdom 5

14 EXPECTED TIMETABLE Publication of this document 6 July 2007 Admission and dealings in the Ordinary Shares expected to commence on AIM 13 July 2007 CREST accounts expected to be credited 13 July 2007 Despatch of definitive share certificates for the Placing Shares 13 July 2007 PLACING STATISTICS Placing Price 84p Number of Existing Ordinary Shares 48,581,130 Estimated net proceeds of the Placing receivable by Maple $38.3 million Number of Subscription Shares being issued pursuant to the Placing 26.7 million Number of Sale Shares being sold pursuant to the Placing 5.9 million Number of Ordinary Shares in issue immediately following the Placing 75,281,130 Subscription Shares as a percentage of the Enlarged Issued Ordinary Share Capital 35.47% Sale Shares as a percentage of the Enlarged Issued Ordinary Share Capital 7.84% Market capitalisation of Maple Energy plc following the Placing at the Placing Price million 6

15 DEFINITIONS The following definitions apply throughout this document, unless otherwise indicated: 1983 Act the Companies (Amendment) Act 1983 of Ireland 1990 Act the Companies Act 1990 of Ireland ACC Acer Act Admission Aguaytía Deep Prospect Aguaytía Energy Aguaytía Project AIM AIM Rules Articles Audit Committee BCP BCR Board Canaccord Central America Combined Code on Corporate Governance Company or Maple Companies Acts Fondo de Inversión en Infraestructura, Servicios Publicos y Recursos Naturales and its agents and managers Acer Comercial S.R.L. the Companies Act 1963 (as amended) of Ireland admission of the entire issued and to be issued ordinary share capital of Maple Energy plc to trading on AIM becoming effective pursuant to Rule 6 of the AIM Rules prospective natural gas formations and resources below the Cushabatay sand formation in Block 31-C Aguaytía Energy, LLC and its subsidiaries energy development project to explore for and produce natural gas out of Block 31-C and market electricity, dry natural gas, LPGs and natural gasolines the AIM market of the London Stock Exchange the rules for AIM companies and their nominated advisers published by the London Stock Exchange governing admission to and the operation of AIM the articles of association of Maple Energy plc, further details of which are set out in Section 4 of Part VI of this document the audit committee of the Board Banco de Crédito del Perú Central Reserve Bank of Peru the board of directors of Maple Energy plc Canaccord Adams Limited, Maple Energy plc s nominated adviser and joint broker, a member of the London Stock Exchange and authorised and regulated in the United Kingdom by the Financial Services Authority the countries in the western hemisphere, connected to North America at the southern Mexican border and extending south to Panama s southern border with South America the combined code of corporate governance dated July, 2003 Maple Energy plc and its subsidiaries the Companies Acts of Ireland 7

16 Competent Person Competent Person s Reports Country of Operation CREST Netherland, Sewell & Associates, Inc. the reports prepared by Netherland, Sewell & Associates, Inc., including the letter regarding such reports, copies of which are reproduced in Part IV of this document Perú the electronic, paperless transfer and settlement mechanism to facilitate the transfer of title to shares in uncertificated form, operated by Euroclear CREST Regulations the Companies Act 1990 (Uncertificated Securities) Regulations of Ireland (SI No. 68 of 1996) including (i) any enactment or subordinate legislation which amends or supersedes those regulations and (ii) any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force DGH Directors EBITDA Enlarged Issued Ordinary Share Capital Ethanol Project EU Euroclear Executive Directors Existing Ordinary Shares Hydrocarbons General Directorate (Dirección General de Hidrocarburos) the directors of Maple Energy plc, whose names are set out on page 4 of this document and Director means any one of them earnings before interest, taxes, depreciation and amortisation plus Maple s approximate 14.3% effective economic interest of Aguaytía Energy s net income the Ordinary Shares in issue immediately after Admission as enlarged by the issue of the Subscription Shares Maple s project to develop an ethanol production plant on the northern coast of Peru with distillation, transportation and storage facilities the European Union Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales and the operator of CREST the executive Directors of Maple Energy plc from time to time, or as at the date of this document Messrs Jack Hanks, Rex Canon and Carlos de la Guerra Sison the 48,581,130 Ordinary Shares in issue at the date of this document FSMA the Financial Services and Markets Act 2000 GDP IFRS Gross domestic product international accounting standards within the meaning of the International Accounting Standards Regulation 1606/2002 adopted by the European Council on 19 July 2002 to the extent applicable to the relevant financial statements 8

17 Irish Takeover Panel or Panel Latin America the Irish Takeover Panel, established under the Irish Takeover Panel Act, 1997 the countries of North, Central and South America, south of the United States, where the official language is Spanish or Portuguese Lock-in Agreements the conditional agreements dated various dates between (1) Maple Energy plc, (2) Canaccord, (3) Mirabaud and (4) certain shareholders of Maple Energy plc which prevent, among other things, disposal by such shareholders of Ordinary Shares in certain circumstances, further details of which are set out in Part VI included elsewhere in this document London Stock Exchange Maple BVI Maple Gas Maple Energy plc Maple Ethanol Maple Production MCL MCL Shareholders Agreement Mirabaud NOMAD Agreement Nomination Committee Non-executive Directors North America Official List Option Contract London Stock Exchange plc The Maple Gas Corporation del Perú Ltd. The Maple Gas Corporation del Perú, Sucursal Peruana Maple Energy plc incorporated in Ireland with registered number Maple Etanol S.R.L. Maple Production del Perú, Sucursal Peruana The Maple Companies, Limited the agreement between Maple Energy plc and ACC, as shareholders, and MCL relating to certain rights of the shareholders of MCL Mirabaud Securities Limited, Maple Energys plc s joint broker and a member of the London Stock Exchange authorised and regulated in the United Kingdom by the Financial Services Authority the conditional agreement between Canaccord and Maple Energy plc relating to Canaccord s appointment as nominated adviser to Maple Energy plc on Admission, details of which are set out in Section 12 of Part VI included elsewhere in this document the nomination committee of the Board the non-executive Directors of Maple Energy plc from time to time, or as at the date of this document, Messrs. Nigel B. Christie, Gianfranco Castagnola Zúñiga and Carlos Palacios Rey the United States of America, Canada and Mexico the Official List of the UK Listing Authority the agreement between Maple Energy plc, The Maple Companies, Limited, and ACC granting ACC an option to cause Maple Energy plc to purchase all, but not less than all, 9

18 of the shares of The Maple Companies, Limited held ACC at the time of exercise of such option in exchange for a number of Ordinary Shares Ordinary Shares the ordinary shares of Maple Energy plc of par value $0.01 each having the rights and restrictions set out in Section 4 of Part VI included elsewhere in this document OSINERGMIN PD Regulation Perupetro Petroperú Peruvian VAT Peruvian Nuevo Sol or S/. Placing Placing Agreement Placing Price Placing Shares Re-organisation Remuneration Committee Sale Shares SBS Share Exchange Agreement Shareholders the entity in charge of auditing activities carried out by companies in the Peruvian mining, hydrocarbon and electricity subsectors Regulation 809/2004 of the European Commission Perupetro S.A., governmental agency established to contract and manage the contracts for services, exploitation, and exploration of hydrocarbon reserves and resources in Peru Petroleos del Perú S.A., the state oil company of Peru value added tax or any similar turnover or sales tax payable in Peru the legal currency of Peru the placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement the conditional agreement between Canaccord, Mirabaud, the Directors, the Selling Shareholders and Maple Energy plc relating, inter alia, to the Placing of the Subscription Shares and the Sale Shares, details of which are set out in Section 12 of Part VI included elsewhere in this document 84p per Ordinary Share, being the price at which each new Ordinary Share is to be issued under the Placing the Subscription Shares and the Sale Shares the re-organisation of Maple and its affiliates resulting in Maple Energy plc becoming the ultimate parent company of Maple and its affiliates other than ACC the remuneration committee of the Board the 5.9 million Ordinary Shares being offered for sale pursuant to the Placing Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones, the Peruvian regulatory body with responsibility for regulating Peruvian pension fund investments the share exchange agreement dated 7 February 2007 between Maple Energy plc and the former shareholders of MCL the persons who are registered as holders of the Ordinary Shares from time to time 10

19 Shareholders Agreement South America Subscription Shares subsidiary Takeover Rules or Irish Takeover Rules UK UK Listing Authority or UKLA US, USA or United States VAT the agreement between the Shareholders immediately prior to Admission and Maple Energy plc relating to certain rights between the Shareholders in respect of Maple Energy plc a continent in the western hemisphere, connected to Central America at the southern border of Panama the 26.7 million new Ordinary Shares to be issued by Maple Energy plc pursuant to the Placing shall be construed in accordance with Section 155 of the Act the Irish Takeover Panel Act, 1997, Takeover Rules, 2001 to 2006 and the Irish Takeover Panel Act, 1997, Substantial Acquisitions Rules, 2001, as amended the United Kingdom of Great Britain and Northern Ireland the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 the United States of America, its territories and possessions, any state of the US and the District of Columbia and all other areas subject to its jurisdiction United Kingdom value added tax and any other similar sales or turnover tax within the EU or elsewhere Note: In this document, the symbols and p refer to pounds and pence sterling, respectively; the symbols US$ and $ refer to United States dollars; the symbol u refers to euros; and the symbol S/ refers to Peruvian Nuevo Sol. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neutral gender. 11

20 PART I Information on the Company 1. Overview Maple is an integrated independent energy company with assets and operations in Peru engaging in numerous aspects of the energy industry, including (i) exploration and production of crude oil, natural gas and natural gas liquids, (ii) refining, marketing and distribution of hydrocarbon products, (iii) gas-fired power generation and power transmission, and (iv) the development of an ethanol project. By utilising its strategic asset base, technical expertise, project management skills, and strong customer and government relationships, Maple has established itself as one of Peru s leading integrated energy companies. Maple s predecessor was initially established in 1986 to invest in oil and gas related entities and assets in the United States. Between 1986 and 1988, these affiliates completed nine acquisitions, including transactions relating to oil and gas production interests and gas gathering, processing and transmission systems. In addition to these acquisitions, Maple s predecessor also acquired two US-based companies whose assets included the addition of ten gas processing plants with capacity of approximately 300 MMcfd as well as approximately 1,287 km of natural gas gathering and transmission infrastructure. Following the completion of these acquisitions, Maple s predecessor processed approximately 175 MMcfd of wellhead gas at its facilities and produced approximately 140 MMcfd of residue natural gas and 15,600 bpd of natural gas liquids. In 1992, Maple s predecessor sold substantially all of its existing US-based assets and began to pursue energy projects on an international basis, including oil and natural gas opportunities and electric power projects in Peru. Maple initiated these efforts with the launching of several energy projects in Peru s central jungle, after winning an international tender held by the Government of Peru in March In conjunction with winning this tender, Maple executed two hydrocarbon concession agreements for exploration and production rights in Blocks 31-B, 31-D and 31-C with Perupetro as well as a lease with Petroperú to utilise and operate the Pucallpa Refinery and Sales Plant. In 1993, Maple began developing the Aguaytía Project, an integrated natural gas and electric power generation and transmission project. Maple was responsible for all major aspects of this project, including acquiring the exploration and production licence to Block 31-C, obtaining all material permits required to commence operations, arranging all project financing requirements, and overseeing construction and commissioning of the project. This $273 million project involved the first commercial development of a natural gas field in Peru, as well as the construction and operation of over 290 km of hydrocarbon pipelines, a gas processing plant, a fractionation facility, a power plant and the related 392 km of electricity transmission lines. The Aguaytía Project was financed principally through equity provided by a consortium of international energy companies and long-term debt. The Aguaytía Project began commercial operation in Since beginning activities in Peru in 1992, Maple s management and operational team has established a successful track record through commissioning and successfully operating various energy projects, including the development and operation of the Aguaytía Project, the operation of the Pucallpa Refinery and Sales Plant, and the successful production of crude oil, natural gas and NGLs from certain of its existing leasehold interests. Maple continues to seek opportunistic and strategic growth opportunities to expand its presence in the Peruvian energy sector as evidenced by its ongoing exploration activities and the commencement of the Ethanol Project. 12

21 2. Corporate Structure and Re-organisation 2.1 Corporate Structure The following diagram depicts Maple s current corporate structure reflecting each of Maple Energy plc s material subsidiaries and interests following the Re-organisation: Maple Energy Plc (Ireland) (Holding) ACC 89.0% MCL (BVI) (Holding) 11.0% Peruvian Branch The Maple Gas Corporation del Perú, Sucursal Peruana (Peru) (Block 31-B and 31-D and Refining and Marketing) The Maple Gas Corporation del Peru Ltd. (BVI) (Block 31-B and 31-D and Refining and Marketing) 100% 99.9% (1) 99.9% (1) Acer Commercial S.R.L. (Peru) (Marketing) Maple Ethanol S.R.L. (Peru) (Ethanol) Maple Peru Holdings Corporation (Cayman) (Holding) (2) 100% 14.4% 85.6% Maple Production del Peru Ltd. (BVI) (Block 31-E) Peruvian Branch Maple Production del Perú, Sucursal Peruana (Peru) (Exploration) 14.3% (3) Aguaytía Energy, LLC (US) (Gas, liquids and power) (1) The remaining interest, one share, is held by an affiliate, The Maple Gas Corporation del Perú Ltd. (2) Reflects the economic interest held by The Maple Gas Corporation del Peru. The voting interests are held separately by The Maple Gas Corporation del Peru Ltd (44%) and Messrs. Hanks, Canon, Hines and de la Guerra, collectively (56%). (3) Reflects the approximate effective economic interest held by Maple Peru Holdings Corporation through its majority owned subsidiary, The Maple Gas Development Corporation. For details on the principal function and corporate information relating to each entity included in the corporate organisation chart above, please see Section 3 of Part VI included elsewhere in this document. 2.2 The Re-organisation Through a series of transactions occurring between 23 October 2006 and 22 December 2006, Maple undertook a reorganisation and restructuring of the equity interests of each company affiliated with Maple Energy plc in order to achieve greater efficiencies, organization, and control. Prior to the reorganisation, Maple was organized as two separate groups of companies. To effectuate the reorganisation, a valuation was conducted to determine the relative values of different classes of equity in each of the different companies. Based on these relative valuations, a series of mergers and equity transfers was carried out in order to consolidate share ownership, where possible in The Maple Companies, Limited, under which all of the companies would be held as wholly owned, or controlled, subsidiary of The Maple Companies, Limited. Where change of control provisions prohibited such consolidations of equity ownership, such restrictions were accommodated. Certain companies were merged out of existence. 13

22 In connection with the completion of the transactions described above, a single shareholders agreement was executed, granting rights and creating obligations upon and among all of the shareholders of The Maple Companies, Limited. Following the completion of the transactions described above, Maple Energy plc became the ultimate holding company of each of the affiliated entities on 8 February 2007 by operation of a Share Exchange Agreement, pursuant to which all the then shareholders in The Maple Companies, Limited transferred a total of 1,619,371 shares of US$0.01 each in the capital of The Maple Companies, Limited in consideration for the allotment and issue to such persons by Maple Energy plc of 48,581,113 Ordinary Shares. 3. Recent Developments 3.1 Private Placement of Equity Interests in MCL and Related Agreements On 12 March 2007, Maple completed a private placement of 199,922 shares of MCL to ACC, an investment fund organised under the laws of Peru, for gross proceeds of $10 million. Of these gross proceeds, $2 million were utilised to make certain payments under the Disbursement Agreements described in Section 3.2, below. The acquired shares represent an approximate 11.0% total equity interest in MCL. Maple intends to use the proceeds from the sale of shares to implement certain aspects of its work program. In connection with the completion of the private placement and in consideration for purchasing the MCL shares, Maple Energy plc entered into an investment agreement, option contract and shareholders agreement with ACC. As described further below, these acquired MCL shares will be convertible into Ordinary Shares pursuant to the terms of the option contract. Under the terms of the investment agreement, as amended, ACC agreed to purchase the MCL shares in exchange for cash consideration and certain other rights. Principal among those other rights was the entry into the Option Contract and MCL Shareholders Agreement. In addition, Maple Energy plc agreed to provide additional consideration, in cash or shares, if Maple is required to make certain tax payments relating to taxes in 2001, 2002 and For a further discussion of these matters, please also see, Risk Factors The value protection rights, voting rights and certain other benefits provided to ACC under the terms of the Investment Agreement, MCL Shareholders Agreement and Option Contract could dilute ownership interests of Shareholders or restrict Maple s operations which could have a material adverse effect on Maple s business or financial condition included in Part III of this document. The investment agreement also permits MCL to dividend $2 million to Maple Energy plc for reimbursement of certain capital expenditures as further described in Section 3.3 below. Maple Energy plc and ACC also entered into a shareholders agreement under which certain rights were granted to ACC in connection with its acquisition of MCL shares. Specifically, ACC was granted, among other things, the right to (i) appoint one director to Maple Energy plc s board, (ii) receive information regarding Maple s financial condition and material developments, (iii) certain consent rights over fundamental business and operations decisions of Maple, (iv) an option to put the MCL shares back to Maple Energy plc if certain events occur, including certain changes in the ownership of Maple Energy plc or MCL, failure of key employees to hold certain positions in Maple Energy plc and certain changes to the composition of Maple Energy plc s board and (v) drag-along and tag-along rights applicable to any sale of MCL shares by Maple Energy plc. ACC s consent rights, valuation protection rights and put option rights will terminate upon Maple raising in excess of $30 million in the aggregate by way of public or private placement of equity securities. Maple Energy plc also entered into an option contract under which ACC is entitled to exchange its shares in MCL for Ordinary Shares. Subject to compliance with applicable laws and to any consolidation subdivision or similar reorganisation of Maple Energy plc s share capital, ACC will be entitled to transfer one MCL share for 30 Ordinary Shares. This option is exercisable at ACC s sole discretion but is subject to termination in 30 years. ACC also obtained the right to subscribe for 10% of the equity interests in the Ethanol Project on terms and conditions to be mutually agreed by Maple and ACC. Pursuant to a letter agreement between Maple and ACC, the parties will commence arms length negotiations to determine the terms under which ACC shall invest. If the parties cannot reach mutual agreement on such terms by 30 September 2007, following good faith negotiations, the letter agreement and all rights arising therefrom shall terminate. Should ACC ultimately subscribe for this equity interest, Maple intends to use such proceeds to finance costs associated with completing the Ethanol Project. 14

23 For more information on the investment agreement, MCL Shareholders Agreement and option contract, please see Section 12 of Part VI included elsewhere in this document. 3.2 IFC Investment Maple Energy plc has reached an agreement with the International Finance Corporation (the IFC ), the private sector arm of the World Bank Group, pursuant to which the IFC, subject to receiving final board approval, will have the option to subscribe for up to 5,932,477 Ordinary Shares at any time on or before 30 July 2007 at a subscription price of $ per Ordinary Share. Maple intends to use the proceeds from the IFC share subscription to carry out certain aspects of its work program for as more fully described in section 5 of this Part I. In connection with the subscription of Ordinary Shares by the IFC, Maple will be required to take certain measures and implement and establish certain policies and procedures in accordance with the social and environmental standards set forth by the IFC for the companies in which it invests. This equity investment by the IFC is subject to the satisfaction of customary closing conditions. There can be no assurance that the IFC investment will be consummated. 3.3 Pre-Admission Dividends to Maple Shareholders On 4 April 2007, the existing Board declared and agreed to pay an interim dividend to shareholders of record as of such date in the aggregate amount of $2.0 million (the Interim Dividend ) conditional on, among other things, receipt by the Board of initial accounts (the Initial Accounts ) which are to be prepared to an audit standard in accordance with the requirements of the Irish Companies Acts showing that the amount of profits and reserves of Maple Energy plc available for distribution ( Relevant Profits and Reserves ) will be sufficient to pay the Interim Dividend as prescribed by the Irish Companies Acts. The Board resolved that in the event that the Relevant Profits and Reserves as shown in the Initial Accounts are not sufficient to pay the Interim Dividend, the amount of the Interim Dividend will be reduced proportionately to equal the amount of the Relevant Profits and Reserves as shown in the Initial Accounts. In connection with the Interim Dividend, MCL has entered into disbursement agreements ( Disbursement Agreements ) with a number of shareholders of Maple Energy plc whereby MCL has agreed to make certain disbursements in fixed amounts to such shareholders, which disbursements shall be repaid by such shareholders on demand, subject to the following terms. The shareholders obligations to repay amounts owed under the Disbursement Agreements are limited to the proceeds of any dividends received from Maple Energy plc. Maple Energy plc and MCL have a right to off-set any amounts disbursed under the Disbursement Agreements against any dividends declared by Maple Energy plc until such amounts disbursed have been repaid in full. The Disbursement Agreements are not transferable or assignable. Each shareholder covenants not to transfer or dispose of its shares in Maple Energy plc without MCL s consent. 4. Description of Maple s Business Operations and Assets 4.1 Oil and Natural Gas Reserves Overview Maple has been producing hydrocarbons in Peru since it began operations in Maple has assembled, through its concession arrangements and equity interest in Aguaytía Energy, a portfolio of properties located in the Maquía, Agua Caliente, Aguaytía and Pacaya Fields. 15