krisenergy ltd - prospectus (main body)

7/28/2019 KrisEnergy Ltd - Prospectus (Main Body)

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This document is important. I you are in any doubt as to the action you should take, you should consult your legal,

fnancial, tax or other proessional adviser.

This is the initial public oering o our ordinary shares (the Shares). KrisEnergy Ltd. (the Company) is issuing an aggregate

o 151,993,000 Shares (the Oering Shares) or subscription at the Oering Price (the Oering). The Oering consists

o (i) an international placement o 132,093,000 Oering Shares (the International Oer) to investors, including institutional

and other investors in Singapore, including 100,000 Oering Shares reserved or allocation and allotment to one o our directors

(the International Reserved Shares), and (ii) a public oer o 19,900,000 Oering Shares in Singapore (the Singapore

Public Oer), including 8,900,000 Oering Shares reserved or allocation and allotment to our employees, directors, and

business associates and others who have contributed to our success (the Singapore Reserved Shares and, together with

the International Reserved Shares, the Reserved Shares). The Oering Shares oered may be re-allocated between the

International Oer and the Singapore Public Oer, at the discretion o the Joint Issue Managers, Global Coordinators, Bookrun-

ners and Underwriters (as defned below), subject to any applicable law. See Plan o Distribution.

Separate rom the Oering, each o Capital Guardian Trust Company, Capital International, Inc., Capital International Limited,

Capital International Srl, Devan International Limited and Palang Sophon Oshore (collectively, the Cornerstone Inves-

tors) has entered into a cornerstone subscription agreement with the Company (collectively, the Cornerstone Subscription

Agreements) to subscribe or an aggregate o 94,161,000 new Shares (the Cornerstone Shares), at the Oering Price

conditional upon the Oer Agreement (as defned herein) and the Purchase Agreement (as defned herein) having been entered

into and not having been terminated pursuant to their terms on or prior to the Listing Date (as defned below) (the Cornerstone

Tranche).

CLSA Singapore Pte Ltd and Merrill Lynch (Singapore) Pte. Ltd. are the joint issue managers, global coordinators, bookrunners

and underwriters or the Oering (the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters).

In connection with the Oering, KrisEnergy Holdings Ltd. ( KEHL or the Over-allotment Option Grantor) has granted CLSA

Singapore Pte Ltd, as stabilizing manager ( the Stabilizing Manager), on behal o the Joint Issue Managers, Global Coordinators,

Bookrunners and Underwriters, an over-allotment option (the Over-allotment Option) exercisable in whole or in part on

one or more occasions rom the commencement o dealing in the Shares (the Listing Date) on the Singapore Exchange

Securities Trading Limited (the SGX-ST) until the earlier o (i) the date alling 30 days rom the Listing Date, or (ii) the date

when the Stabilizing Manager or its appointed agent has bought on the SGX-ST an aggregate o 30,398,000 Shares, representing

approximately 20.0 per cent. o the total Oering Shares, in undertaking stabilizing actions, to purchase up to an aggregate o

30,398,000 Shares (the Additional Shares) (representing approximately 20.0 per cent. o the total Oering Shares) at the

Oering Price, solely to cover the overallotment o the Oering Shares, i any. The exercise o the Over-allotment Option will not

aect the total number o issued Shares outstanding immediately ater the completion o the Oering.

Prior to the Oering, there has been no public market or our Shares. Application has been made to the SGX-ST or permission

to list all our issued Shares, the Oering Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares (as defned

herein) and the Plan Shares (as defned herein) on the Main Board o the SGX-ST, which will be granted when we have been

admitted to the Ofcial List o the SGX-ST. Acceptance o applications or the Oering Shares will be conditional upon, among

other things, permission being granted by the SGX-ST to deal in and or quotation o all our issued Shares, the Oering Shares,

the Cornerstone Shares, the Additional Shares, the Scheme Shares and the Plan Shares on the Ofcial List o the SGX-ST. Monies

paid in respect o any application accepted will be returned, at each investors own risk, without interest or any share o revenue

or other beneft arising thererom, and without any right or claim against us, the Over-allotment Option Grantor or the Joint IssueManagers, Global Coordinators, Bookrunners and Underwriters, i the Oering is not completed because this permission is not

granted or or any other reason. The settlement and quotation o our Shares will be in Singapore dollars.

We have received a letter o eligibility rom the SGX-ST or the listing and quotation o all o our issued Shares, the Oering

Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares and the Plan Shares on the Main Board o the SGX-ST.

The SGX-ST assumes no responsibility or the correctness o any statements or opinions made or reports contained in this oer-

ing document. Our eligibility to list and our admission to the Ofcial List o the SGX-ST is not an indication o the merits o the

Oering, our Company, our Group (as defned herein) or our Shares (including the Oering Shares, the Cornerstone Shares, the

Additional Shares, the Scheme Shares and the Plan Shares).

Investing in our Shares involves certain risks. See Risk Factors beginning on page 29. Our principal activities consist o

exploration or oil and gas, and as such we may not be able to progress to the next stage o development or to a stage where we are

able to generate revenue. See Risk FactorsRisks Relating to Our Business and Operations beginning on page 29. In particular,

see Summary o the OeringDividends and Summary o the OeringRisk Factors.

OUR SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE US

SECURITIES ACT), AND MAY NOT BE RE-OFFERED, RE-SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE

TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT ( REGULATION S) TO A PERSON OUT-

SIDE THE UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A US PERSON (AS DEFINED UNDER REGULATION S) BY

PRE-ARRANGEMENT OR OTHERWISE. THE SHARES IN THE OFFERING ARE BEING OFFERED AND SOLD (I) OUTSIDE THE UNITED

STATES IN ACCORDANCE WITH REGULATION S TO PERSONS WHO ARE NOT, AND ARE NOT ACTING FOR THE ACCOUNT OR BENEFIT

OF, US PERSONS (OR TO PERSONS WHO ARE BOTH US PERSONS AND ENTITLED QUALIFIED PURCHASERS), AND (II) WITHIN THE

UNITED STATES IN RELIANCE ON RULE 144A UNDER THE US SECURITIES ACT (RULE 144A) ONLY TO PERSONS WHO ARE BOTH

QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A (QIBS) AND ENTITLED QUALIFIED PURCHASERS OR PURSUANT

TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT TO PERSONS WHO ARE ACCREDITED INVES-

TORS AS DEFINED IN THE US SECURITIES ACT AND ENTITLED QUALIFIED PURCHASERS. ENTITLED QUALIFIED PURCHASERS

ARE QUALIFIED PURCHASERS WITHIN THE MEANING OF SECTION 2(a)(51)(A) OF THE US INVESTMENT COMPANY ACT OF 1940, ASAMENDED (THE US INVESTMENT COMPANY ACT), WHO HAVE EACH EXECUTED AND DELIVERED TO US (AND WHICH WE AND

THE JOINT ISSUE MANAGERS, GLOBAL COORDINATORS, BOOKRUNNERS AND UNDERWRITERS HAVE ACCEPTED) A US QUALIFIED

PURCHASERS LETTER IN THE FORM ATTACHED HERETO AS APPENDIX P. THE SHARES IN THE OFFERING ARE NOT TRANSFER-

ABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER TRANSFER RESTRICTIONS. EACH PURCHASER OF

SHARES IS HEREBY NOTIFIED THAT (A) SELLERS OF SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF

SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A AND (B) OUR COMPANY WILL NOT BE REGISTERED UNDER, AND

INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF, THE US INVESTMENT COMPANY ACT.

A copy o this oering document was lodged on July 1, 2013 with and registered by the Monetary Authority o Singapore

(the Authority) on July 12, 2013. The Authority assumes no responsibility or the contents o this oering document.

Registration o this oering document by the Authority does not imply that the Securities and Futures Act, Chapter 289 o

Singapore (the Securities and Futures Act), or any other legal or regulatory requirements, have been complied with.

The Authority has not, in any way, considered the merits o our Shares being oered or investment (or o the Additional Shares,

where the Over-allotment Option is exercised).

No Shares will be allotted or allocated on the basis o this oering document later than six months ater the date o registration

o this oering document by the Authority.

Investors applying or Oering Shares by way o Application Forms or Electronic Applications (both as reerred to in the

instructions booklet entitled Terms, Conditions and Procedures or Application or and Acceptance o the Oering Shares in

Singapore) in the Singapore Public Oer will pay the Oering Price on application, subject to the reund o the ull amount or,

as the case may be, the balance o the application monies (in each case without interest or any share o revenue or other beneft

arising thererom and without any right or claim against us or the Joint Issue Managers, Global Coordinators, Bookrunners and

Underwriters), where (i) an application is rejected or accepted in part only, or (ii) the Oering does not proceed or any reason.

KRISENERGY LTD.

Company Registration Number: 231666

Incorporated in the Cayman Islands on October 5, 2009

151,993,000 Oering Shares

(subject to the Over-allotment Option (as defned herein))

Oering Price: S$1.10 per Oering Share

PROSPECTUS DATED JULY 12, 2013Registered by the Monetary Authority o Singapore on July 12, 2013

CO-LEAD MANAGER AND SUB-UNDERWRITER

CO-MANAGER AND SUB-UNDERWRITER

JOINT ISSUE MANAGERS, GLOBAL COORDINATORS, BOOKRUNNERS AND UNDERWRITERS

KRISENERGY

LTD.PROSPECT

US

CO-LEAD MANAGER, SUB-UNDERWRITER AND SINGAPORE PUBLIC OFFER COORDINATOR


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DISCOVERING

HIDDENVALUEKrisEnergy Ltd. (the Company) is an independent upstream companyocused on the exploration or, and development and production o oiland gas in Southeast Asia with 14 contract areas in our countries1

spanning the entire exploration-to-production lie cycle.

KRISENERGY KEY STRENGTHSGeographical Diversity With Core Basin Focus

Our contract areas stretch rom the Surma Basin in Bangladesh in the westto the Papuan Basin in the east, and rom oshore southern China in thenorth to Indonesia in the south

Our assets are rigorously selected based on in-depth knowledge andcommercial experience derived rom our teams long-standing experiencewithin the Asian basins

Multi-Asset Balanced Portfolio Across The Entire Oil And Gas ExplorationAnd Production Life Cycle

Portolio provides a balanced mix o assets by allowing us to capitalizeupon the cashow generation rom our producing assets in order to unddevelopment and exploration activities and evaluate our explorationupside potential

Experienced Team

Experienced management and technical sta with at least 20 yearso experience in the oil and gas industry in Southeast Asia and a proven trackrecord o increasing production and reserves by exploration and discoveryand bringing development assets into production in a cost eective manner

Our Founders have worked together since 1997, including the establishment,listing and divestment o Pearl Energy

Experienced And Recognized Controlling Shareholders

Our controlling shareholders Keppel Corporation, one o the worldslargest oshore marine groups with a global ootprint across more than30 countries, and private equity investment frm First Reserve

Well-Positioned To Leverage On The Strong Demand And Growth

For Oil And Gas In Asia

Wood Mackenzie Asia-Pacifc Pte Limited (Wood Mackenzie) orecasts thatdemand or oil in the Asia-Pacifc region is expected to surpass the increasein demand rom any other region both volumetrically and in terms o growth rate2

Our portolio ideally positions us to beneft rom the increasing demand or oil andgas in Asia and Southeast Asia due to the economic development in these areas

Dedicated On-The-Ground Presence

We have and intend to urther open ofces with local technicaland proessional sta in countries in which we have a signifcant presence.We believe this gives us competitive advantage over our peers and allows usto respond quickly and efciently to business opportunities

1 Acquisitions o G6/48, Gul o Thailand, and Block 9 Bangladesh, are pending approvals o the host government


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INFORMATION ON OUR OIL AND GAS ASSETSKrisEnergys asset portolio

KEY PROSPECTIDENTIFICATIONPROCESSOur strategy or growth ollows two processes that thebusiness development and technical teams continually runin parallel: organic growth through active exploration andappraisal programs and accretive acquisitions at any stagein the exploration to production value chain.

* Drop size is not indicative o reserve/resource potential1 A i i i i i

1

Acquisition and transer o operatorship pending host government approvals2 Production ceased at the Kambuna retrograde gas feld on July 11, 2013


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A DC

GF

B

E

A DC

GF

B

E

KRISENERGYCONTRACT

AREAS

Production & Near Production

Development Pending

Development Unclarifed

Exploration

KrisEnergy Contract Area

KrisEnergy Contract Area AwaitingGovernment Approval

We have a strong background

in exploring for oil and gas and

a successful track record in the

discovery of hydrocarbons across

Southeast Asia. We continue to use

this expertise to build a diverseportfolio of exploration assets that

will provide us with further growth

opportunities.

A GULF OF THAILAND

B8/32 & B9A 4.6345%

G10/48 25%

G11/48 25%

G6/481 30% (Op)

Block A 23.75%

B OFFSHORE NORTH SUMATRA

Glagah-Kambuna2 25%

East Seruway 100% (Op)

DIVERSIFIED PORTFOLIO LIFE CYCLE

C OFFSHORE EAST JAVA

Bulu 42.5% (Op)

East Muriah 50% (Op)

D OFFSHORE EAST KALIMANTAN

Kutai 54.6% (Op)

Tanjung Aru 43% (Op)

E ONSHORE WEST PAPUA

Udan Emas 100% (Op)

F OFFSHORE VIETNAM

Block 105 25%

Block 120 25%

G ONSHORE BANGLADESH

Block 91 30%

1 Acquisition and transer o operatorship pending host government approvals2 Production ceased at the Kambuna retrograde gas feld on July 11, 2013


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1 Pro orma or net Working Interest production in Block 9 Bangladesh2 All reserves and resources fgures have been reviewed by Netherland, Sewell & Associates, Inc. Numbers may not add due to rounding3 Acquisition and transer o operatorship pending host government approvals4 Production ceased at the Kambuna retrograde gas feld on July 11, 2013

RESERVES & RESOURCES PIPELINE2

All fgures are stated in millions o barrels o oil equivalent (mmboe) as at December 31, 2012

FINANCIAL HIGHLIGHTS

7,275boepd

1

average working interest production in 1Q13

US$166.8munused sources o liquidity at LPD


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GLOBAL OIL AND GAS DEMANDCrude Oil Demand By Region

Global oil demand has risen since 2009A, with WoodMackenzie projecting oil demand to continue increasing rom27,726 mmboe in 2013F to 29,789 mmboe in 2018F, equatingto a 1.4% average annual growth rate. In particular, WoodMackenzie expects that the volumetric demand or oil inAsia-Pacifc will surpass the total increase in demand romthe rest o the regions, with 1,226 mmboe o additionaldemand expected rom 2013F to 2018F, or an averageannual growth rate o 2.5%.

Gas Demand By Region

In Wood Mackenzies view, gas looks set to take ona greater role globally, with gas demand expectedto steadily increase into the uture, rom 19,625 mmboe(111 tc) in 2013F to 23,105 mmboe (131 tc) in 2018F,equating to an average annual growth rate o 3.3%.The main regions that contribute to this rise (volumetri-cally) are Asia-Pacifc, Middle East, and North America,with gas demand in Asia-Pacifc growing at an averageo 6.9% per year between 2013F and 2018F.


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OUR SHAREHOLDERSWe expect to leverage on our shareholders extensive network, relationshipsand technical expertise to capitalize on growth opportunities and strengthen

our operational capabilities

Leveraging Our Signifcant Expertise

The experience o our management team has enabled us to achievean exploration and appraisal success rate over the last three yearsin excess o 60%

We use our knowledge and understanding o the regions geology andoperating complexities to identiy new exploration, appraisal and developmentopportunities, and execute projects efciently and cost-eectively

Our strong working relationships with government agencies play an importantrole in the development o our assets and acquisition o rights over utureoil and gas reserves

Increasing Production By Developing Discovered Resources

We seek to develop our discovered oil and gas resources, to the extent suchdevelopment is fnancially viable, to accelerate and maximize productionrom our portolio

Competitive Advantage From On-The-Ground Presence

We successully integrated our Cambodian, Indonesian, Thai and Vietnameseassets into our portolio

We seek to match our own technical expertise with the recruitmento top-quality experts

We largely employ local technical and proessional sta in countriesin which we have assets, which we believe provides us with valuableknowledge o the regional geology, business culture and regulatoryenvironment in the countries in which we have assets

Increasing The Value O Our Existing Exploration Portolio

As o December 31, 2012, we had an exploration inventory o 1,469.6 mmboe(best estimate) o Working Interest unrisked prospective resources(1,484.5 mmboe assuming the completion o the acquisitions in Bangladeshand Thailand)

We continue to review opportunities to increase our exploration portolioeither directly with governments or through transactions with other entities

We manage our existing portolio with a view to mitigating risk, decreasingour exploration and development costs, bringing in name-brand partnersor divesting assets that are no longer consistent with our overallportolio strategy

Clear Vision To be a leading independent oil and gas exploration and production company

in Asia; and the employer o choice and preerred partner or governmentsand other upstream companies

We plan to continue to secure additional oil and gas assets while activelymanaging our existing portolio

OUR STRATEGY,PLANS ANDPROSPECTS


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CORPORATE SOCIALRESPONSIBILITYWe take our responsibilities towards local communitiesseriously and are committed to ensuring that our impactis positive. We believe education empowers people, thereorewe support various educational programs across Southeast

Asia, and charities that specifcally ocus on the needsand development o children.

We have implemented Saety Management System (SMS)to identiy and manage the KrisEnergy environmental,health, saety and security matters (EHSS) andassuring the EHSS integrity o our processes and acilitiesis an integral part o our business.

Our Singapore ofce achieved in 2012 the OHSAS 18001certifcation in Singapore awarded by SGS InternationalCertifcation Services.

SUSTAINABLE AND SAFE OPERATIONSWe are also in the process o implementing the approp-riate measures to achieve ISD 14001 accreditation romthe United Kingdom Accreditation Service.

Each o our subsidiaries is responsible or complyingwith our corporate environmental policies and localenvironmental regulations in the planning o operationalactivities to minimize their impact on the environmentand to conserve natural resources.

INDICATIVE TIMETABLE

Opening date and time o the Singapore Public Oer ............................ July 12 | 9 p.m.

Closing date and time o the Singapore Public Oer ............................. July 17 | 12 noon

Commence trading on a ready basis ........................................................ July 19 | 9 a.m.


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Shares have not been issued and/or transferred to the applicants, we and the Over-allotment OptionGrantor shall either:

(a) within seven days from the date of lodgment of the supplementary or replacement document,provide the applicants with a copy of the supplementary or replacement document, as the case

may be, and provide the applicants with an option to withdraw their applications; or

(b) treat the applications as withdrawn and cancelled and return all monies paid, without interest orany share of revenue or other benefit arising therefrom and at the applicants own risk, inrespect of any applications received, within seven days from the date of lodgment of the

supplementary or replacement document, and the applicants will not have any claim against usor the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters.

Where applications have been made under this offering document to subscribe for and/or purchase theOffering Shares prior to the lodgment of the supplementary or replacement document and the Offering

Shares have been issued and/or transferred to the applicants, we and the Over-allotment OptionGrantor shall, subject to compliance with Cayman Islands law, either:

(a) within seven days from the date of lodgment of the supplementary or replacement document,

provide the applicants with a copy of the supplementary or replacement document, as the casemay be, and provide the applicants with an option to return, to us and the Over-allotmentOption Grantor those Offering Shares that the applicants do not wish to retain title in; or

(b) treat the issue and/or sale of the Offering Shares as void and return all monies paid, without

interest or any share of revenue or other benefit arising therefrom, in respect of any

applications received, within seven days from the date of lodgment of the supplementary orreplacement document, and the applicants will not have any claim against us, the

Over-allotment Option Grantor or the Joint Issue Managers, Global Coordinators, Bookrunnersand Underwriters.

Any applicant who wishes to exercise his option to withdraw his application or return the Offering

Shares issued and/or sold to him shall, within 14 days from the date of lodgment of the supplementaryor replacement document, notify us and the Over-allotment Option Grantor whereupon we shall, withinseven days from the receipt of such notification, return the application monies without interest or any

share of revenue or other benefit arising therefrom and at the applicants own risk.

Under the Securities and Futures Act, the Authority may in certain circumstances issue a stop order(the Stop Order) to us and the Over-allotment Option Grantor directing that no or no furtherOffering Shares be allotted, issued or sold. Such circumstances will include a situation where this

offering document (i) contains a statement which, in the opinion of the Authority, is false ormisleading, (ii) omits any information that is required to be included in accordance with the Securities

and Futures Act or (iii) does not, in the opinion of the Authority, comply with the requirements of theSecurities and Futures Act.

Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and Futures Act and,

subject to compliance with Cayman Islands law:

(a) in the case where the Offering Shares have not been issued and/or transferred to the applicants,

the applications for the Offering Shares pursuant to the Offering shall be deemed to have beenwithdrawn and cancelled and we and the Over-allotment Option Grantor shall, within 14 days

from the date of the Stop Order, pay to the applicants all monies the applicants have paid on

account of their applications for the Offering Shares; or

(b) in the case where the Offering Shares have been issued and/or transferred to the applicants, theissue and/or sale of the Offering Shares shall be deemed void and we and the Over-allotment

Option Grantor shall, within 14 days from the date of the Stop Order, pay to the applicants allmonies paid by them for the Offering Shares.

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Where monies paid in respect of applications received or accepted are to be returned to the applicants,such monies will be returned at the applicants own risk, without interest or any share of revenue or

other benefit arising therefrom, and the applicants will not have any claim against us, the Over-allotment Option Grantor or the Joint Issue Managers, Global Coordinators, Bookrunners and

Underwriters.

The distribution of this offering document and the offering, purchase, sale or transfer of our Shares in

certain jurisdictions may be restricted by law. We and the Joint Issue Managers, Global Coordinators,Bookrunners and Underwriters require persons into whose possession this offering document comes to

inform themselves about and to observe any such restrictions at their own expense and without liabilityto us or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters. This offering

document does not constitute an offer of, or an invitation to purchase, any of our Shares in anyjurisdiction in which such offer or invitation would be unlawful. Persons to whom a copy of this

offering document has been issued shall not circulate to any other person, reproduce or otherwisedistribute this offering document or any information herein for any purpose whatsoever nor permit or

cause the same to occur. We are entitled to withdraw the Offering at any time before closing, subject to

compliance with certain conditions set out in the Purchase Agreement and the Offer Agreementrelating to the Offering. We are making the Offering subject to the terms described in this offering

document, the Purchase Agreement and the Offer Agreement.

The Shares in the Offering have not been and will not be registered under the US Securities Act and,subject to certain exceptions, may not be offered or sold within the United States. For the purpose of

the Offering, the Shares in the Offering are being offered in the United States in reliance on Rule 144Ato persons who are both QIBs and Entitled Qualified Purchasers or pursuant to another exemption from

registration under the US Securities Act to persons who are accredited investors as defined under the

US Securities Act (accredited investors) and Entitled Qualified Purchasers. This offering documentis being furnished in the United States on a confidential basis solely for the purpose of enabling

prospective purchasers to consider the purchase of the Offering Shares. Its use for any other purpose inthe United States is not authorized. In the United States, it may not be copied or reproduced in whole

or in part nor may it be distributed or any of its contents be disclosed to anyone other than the

prospective purchasers to whom it is submitted. There will be no public offering of the Offering Sharesin the United States.

The Shares in the Offering have not been approved or disapproved by the United States Securities and

Exchange Commission (the SEC) or any state or foreign securities commission or regulatoryauthority. The foregoing authorities have not confirmed the accuracy or determined the adequacy of

this offering document. Any representation to the contrary is a criminal offense in the United States.

The Shares in the Offering are subject to restrictions on transferability and resale and may not bere-offered, re-sold, pledged or otherwise transferred except in an offshore transaction in accordance

with Regulation S to a person outside the United States and not known by the transferor to be a USperson by pre-arrangement or otherwise, and in accordance with the restrictions under Transfer

Restrictions. You should be aware that you may be required to bear the risks of an investment in our

Shares for an indefinite period of time. Because of these restrictions, purchasers of the Shares areadvised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the

Shares. See Transfer Restrictions for more information on these restrictions.

In connection with the Offering, KEHL has granted the Stabilizing Manager the Over-allotment Optionexercisable in whole or in part by the Stabilizing Manager on behalf of the Joint Issue Managers,

Global Coordinators, Bookrunners and Underwriters on one or more occasions from the Listing Dateuntil the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the

Stabilizing Manager or its appointed agent has bought, on the SGX-ST, an aggregate of 30,398,000

Shares (representing approximately 20.0 per cent. of the total Offering Shares) in undertakingstabilizing actions, to purchase up to an aggregate of 30,398,000 Shares (representing approximately

20.0 per cent. of the total Offering Shares) at the Offering Price, solely to cover the over-allotment ofthe Offering Shares, if any. The exercise of the Over-allotment Option will not affect the total number

of issued Shares outstanding immediately after the completion of the Offering.

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In connection with the Offering, the Stabilizing Manager or its appointed agent may over-allot Sharesor effect transactions that stabilize or maintain the market price of our Shares at levels that might not

otherwise prevail in the open market. These transactions may be effected on the SGX-ST and in otherjurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and

regulations, including the Securities and Futures Act and any regulations thereunder. However, wecannot assure you that the Stabilizing Manager or its appointed agent will undertake any stabilization

action. These transactions may commence on or after the commencement of trading of the Shares on

the SGX-ST and, if commenced, may be discontinued at any time and may not be effected after theearlier of (i) the date falling 30 days from the commencement of trading of the Shares on the SGX-ST,

or (ii) the date when the Stabilizing Manager or its appointed agent has bought on the SGX-ST anaggregate of 30,398,000 Shares (representing approximately 20.0 per cent. of the total Offering Shares)

in undertaking stabilizing actions.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATIONFOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIREREVISED STATUTES (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THEFACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED

IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARYOF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B ISTRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THEFACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR ATRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAYUPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVENAPPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TOMAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMEROR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OFTHIS PARAGRAPH.

AVAILABLE INFORMATION

So long as any of the Shares are restricted securities within the meaning of Rule 144(a)(3) under theUS Securities Act and we are not subject to and in compliance with Section 13 or 15(d) of the US SecuritiesExchange Act of 1934, as amended, or exempt from such reporting pursuant to Rule 12g3-2(b) thereunder,

we will furnish to each holder or beneficial owner of Shares and to any prospective purchaser of suchShares, upon the request of such holder, beneficial owner or prospective purchaser, any information

required to be provided by Rule 144A(d)(4) under the US Securities Act.

FORWARD-LOOKING STATEMENTS

Certain statements in this offering document constitute forward-looking statements. All statements

other than statements of historical fact included in this offering document, including those regardingour financial position and results, business strategies, plans and objectives of management for future

operations (including development plans and projections), are forward-looking statements. These

forward-looking statements involve known and unknown risks, uncertainties and other factors that maycause our actual results, performance or achievements, or industry results, to be materially different

from any future results, performance or achievements expressed or implied by the forward-lookingstatements. These forward-looking statements are based on numerous assumptions regarding our

present and future business strategies and the environment in which we will operate in the future.

Forward-looking statements involve inherent risks and uncertainties. The forward-looking statements

included in this offering document reflect our current views with respect to future events and are not aguarantee of future performance. A number of important factors could cause actual results or outcomes

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to differ materially from those expressed in any forward-looking statement. These include, but are notlimited to:

changes in political, social and economic conditions and the regulatory environment in the

countries in which we conduct business, particularly in Thailand where most of our oil and gasreserves are located;

adverse general global, regional and local economic conditions;

changes in the global oil and gas industry;

uncertainties relating to our projects under development;

our anticipated growth strategies and expected internal growth;

changes in competitive conditions and our ability to compete under these conditions;

changes in currency exchange rates;

our overall business development and economic performance;

our ability to consummate our acquisitions, farm-ins, farm-outs and similar significant events asplanned and in a timely manner;

our future revenue, earnings, cash flow and financial position;

the amount and nature of future exploration, development and other capital expenditures we mayrequire;

changes in the price and demand of oil and gas;

our ability to gain access to additional reserves;

changes in our production levels;

material defects, breaches of laws and regulations or other deficiencies in our contract areas;

changes in interest or inflation rates;

changes in our future capital needs and the availability of financing and capital to fund theseneeds;

our dependence on our senior management team and key personnel;

estimates of our proved reserves;

environmental risks;

man-made or natural disasters, including war, acts of international or domestic terrorism, civil

disturbances, occurrences of catastrophic events and acts of God that affect our business orproperties;

legal, regulatory and other proceedings arising out of our operations;

other factors beyond our control; and

other matters not yet known to us.

Additional factors that could cause our actual results, performance or achievements to differ materiallyinclude, but are not limited to, those discussed under Risk Factors, Dividends, Managements

Discussion and Analysis of Financial Condition and Results of Operations, Business and

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Appendix AIndustry Overview. These forward-looking statements speak only as of the date of thisoffering document. Although we believe that the expectations reflected in the forward-looking

statements are reasonable, we cannot guarantee future results, levels of activity, performance orachievements. We do not intend to update any of the forward-looking statements after the date of this

offering document to conform those statements to actual results, subject to compliance with allapplicable laws including the Securities and Futures Act and/or rules of the SGX-ST.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is a company with limited liability incorporated under the laws of the Cayman Islands.All of our current operations are conducted outside of the United States and all of our assets are located

outside of the United States. Certain of our directors and management and our auditors reside outsidethe United States. As a result, it may not be possible for investors to effect service of process within the

United States upon us or such persons or to enforce in the United States any judgment obtained in theUnited States courts against us or any of such persons, including judgments based upon the civil

liability provisions of the securities laws of the United States or any state or territory of the UnitedStates.

There is uncertainty as to whether judgments of courts in the United States based upon the civil

liability provisions of the federal securities laws of the United States are recognized or enforceable inSingapore courts, and there is doubt as to whether Singapore courts will enter judgments in originalactions brought in Singapore courts based solely upon the civil liability provisions of the federal

securities laws of the United States. A final and conclusive judgment in the federal or state courts of

the United States under which a fixed sum of money is payable, other than a sum payable in respect oftaxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the

courts of Singapore under the common law doctrine of obligation. Civil liability provisions of the USfederal and state securities law permit punitive damages against us, our Directors and executive

officers. Singapore courts would not recognize or enforce judgments against us, our Directors andexecutive officers to the extent that the judgment is punitive or penal. It is uncertain as to whether a

judgment obtained from the US courts under civil liability provisions of the federal securities law ofthe United States would be determined by the Singapore courts to be or not be punitive or penal in

nature. Such a determination has yet to be made by any Singapore court. The Singapore courts willalso not be quick to recognize or enforce a foreign judgment if the foreign judgment is inconsistent

with a prior local judgment, contravenes public policy, or amounts to the direct or indirect enforcementof a foreign penal, revenue or other public law.

Cayman Islands courts will not enter judgments in original actions brought in US or Singapore courts

based solely upon the civil liability provisions of the federal securities laws of the United States orSingapore law. However, where a judgment is obtained in a foreign court (other than certain judgments

of a superior court of any state of the Commonwealth of Australia), it will be recognized and enforcedin Cayman Islands courts, without any re-examination of the merits, at common law, by an action

commenced on the foreign judgment in the Grand Court of the Cayman Islands, if (i) it is final and

conclusive, (ii) the foreign court had jurisdiction over the defendant according to Cayman Islandsconflict of law rules, (iii) it is either for a liquidated sum not in respect of penalties or taxes or a fine orsimilar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief and

(iv) it was neither obtained in a manner, nor is of a kind enforcement of which is contrary to, naturaljustice or the public policy of the Cayman Islands.

PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION

This offering document contains our audited consolidated financial statements as of and for the years

ended December 31, 2010, 2011 and 2012 and our unaudited interim consolidated financial statements

as of and for the three months ended March 31, 2013. We have also included in this offering documentour unaudited pro forma consolidated financial statements as of and for the year ended December 31,

2012 and the three months ended March 31, 2013. Our audited consolidated financial statements andunaudited interim consolidated financial statements have been prepared in accordance with

International Financial Reporting Standards (IFRS) as issued by the International Accounting

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Standards Board (IASB). IFRS differs in certain respects from generally accepted accountingprinciples in certain other countries, including the United States.

We have prepared and presented our unaudited pro forma consolidated financial statements based on

our historical consolidated financial statements as of and for the year ended December 31, 2012 andthe three months ended March 31, 2013, in order to illustrate our results of operations and cash flows

for the year ended December 31, 2012 and the three months ended March 31, 2013 and our financial

position as of December 31, 2012 and March 31, 2013 assuming, among other things, that completionof the acquisition of Tullow Bangladesh Ltd. (TBL) (as described in Note 2 to our unaudited proforma consolidated financial statements) had occurred on January 1, 2012 and what our financial

position as of December 31, 2012 and March 31, 2013 would have been if completion of the

acquisition had occurred on December 31, 2012 and March 31, 2013. See Unaudited Pro Forma

Consolidated Financial Information and Appendix OUnaudited Pro Forma ConsolidatedFinancial Information for the Year Ended December 31, 2012 and the Three Months Ended March 31,

2013. Our unaudited pro forma consolidated financial information is presented for illustrative

purposes only and does not purport to represent what our actual income statement, balance sheet orcash flow statement would have been, had the events which were the subject of the adjustments

occurred on the relevant dates, nor does it purport to project our results of operations, financial positionor cash flows for any future period or date. Moreover, the inclusion of our unaudited pro forma

consolidated financial information does not provide any assurance that the completion of our proposedacquisition of TBL will occur in a timely manner or at all. See Risk FactorsRisks Relating to our

Business and OperationsOur agreement to farm-in to G6/48 in Thailand and our acquisition of alloutstanding shares in TBL may not be approved by the respective host governments. Our unaudited

pro forma consolidated financial information does not include all of the information required for

consolidated financial statements under IFRS and should be read in conjunction with our historicalconsolidated financial statements included elsewhere in this offering document. Further, our unaudited

pro forma consolidated financial information was not prepared in connection with an offeringregistered with the SEC under the US Securities Act and consequently does not comply with the SECs

rules on presentation of pro forma consolidated financial statements.

We have prepared our consolidated financial statements and unaudited pro forma consolidatedfinancial statements in US dollars. This offering document contains conversions of US dollar amounts

into Singapore dollars solely for the convenience of the reader. Unless otherwise indicated, US dollaramounts in this offering document have been translated into Singapore dollars based on the exchange

rate of S$1.26 = US$1.00, into Thai Baht based on the exchange rate of THB 30.67 = US$1.00 and intoRupiah based on the exchange rate of Rp 9,888 = US$1.00, each quoted by Bloomberg L.P. on the

Latest Practicable Date. However, these translations should not be construed as representations that USdollar amounts have been, would have been or could be converted into Singapore dollars or Thai Baht

or that Singapore dollar or Thai Baht amounts have been, would have been or could be converted intoUS dollars at those rates or any other rate or at all. See Exchange Rates and Exchange Controls for

certain historical information on the exchange rates between US dollars and Singapore dollars.

We have included the exchange rates quoted above in its proper form and context in this offeringdocument. Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securities

and Futures Act, to the inclusion of the exchange rates quoted above and in Exchange Rates andExchange Controls in this offering document and is thereby not liable for such information under

Sections 253 and 254 of the Securities and Futures Act. While we, the Over-allotment Option Grantor

and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters have takenreasonable actions to ensure that the above exchange rates have been reproduced in their proper form

and context, neither we, the Over-allotment Option Grantor and the Joint Issue Managers, GlobalCoordinators, Bookrunners and Underwriters nor any other party has conducted an independent review

of the information or verified the accuracy of the contents of the relevant information.

Certain numerical figures set out in this offering document, including financial data presented inmillions or thousands and percentages, have been subject to rounding adjustments and, as a result, the

totals of the data in this offering document may vary slightly from the actual arithmetic totals of such

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information. Percentages and amounts reflecting changes over time periods relating to financial andother data set forth in Managements Discussion and Analysis of Financial Condition and Results of

Operations are calculated using the numerical data in our consolidated financial statements or thetabular presentation of other data (subject to rounding) contained in this offering document, as

applicable, and not using the numerical data in the narrative description thereof.

NON-IFRS FINANCIAL MEASURES

This offering document contains non-IFRS measures, including EBITDAX and EBITDA, that are not

required by, or presented in accordance with, IFRS. Management uses these measures to measure

operating performance and as a basis for strategic planning and forecasting. In addition, we presentthese non-IFRS measures because we believe that they and similar measures are widely used by certain

investors, securities analysts and other interested parties as supplemental measures of performance andliquidity. We believe that EBITDAX and EBITDA are useful to investors in evaluating our operating

performance and our ability to incur and service our indebtedness because they:

are widely used by investors in the oil and gas industry to measure a companys operating

performance before depreciation and amortization among other items, which can varysubstantially from company to company depending upon accounting methods, book value of

assets, capital structure and the method by which assets were acquired, among other factors; and

help investors to more meaningfully evaluate and compare the results of our operations fromperiod to period by removing the effect of our capital structure from our operating structure.

EBITDAX is commonly defined as earnings before interest, tax, depreciation, depletion, andamortization and exploration expenses. EBITDA is commonly defined as earnings before interest, tax,

depreciation, depletion and amortization expenses. We define EBITDA for our Company as earningsbefore finance costs, taxes, depreciation, depletion and amortization, impairment, derivatives gains or

losses, reserve writedowns, assets retirement obligation accretion, non-cash share-based compensationand the fair value of net assets acquired and EBITDAX for our Company as EBITDA before

geological and geophysical expenses and exploration expenses.

EBITDAX, EBITDA and similar measures are used by different companies for differing purposes and

are often calculated in ways that reflect the circumstances of those companies. In addition, EBITDAXand EBITDA are not standardized terms, hence, a direct comparison between companies using such

terms may not be possible. They have limitations as analytical tools, and should not be considered inisolation or as a substitute for analysis of our operating results as reported under IFRS. These non-

IFRS measures are not measurements of our performance or liquidity under IFRS and should not beconsidered as alternatives to net income, operating profit or profit for the year or any other

performance measures derived in accordance with IFRS or any other generally accepted accountingprinciples, or as alternatives to cash flow from operating, investing or financing activities. You should

exercise caution in comparing EBITDAX or EBITDA as reported by us to EBITDAX or EBITDA of

other companies.

We present a reconciliation of each of the non-IFRS measures to the most directly comparable measurecalculated and presented in accordance with IFRS in the sections headed Selected Consolidated

Financial Information and Other Information and Summary Consolidated Financial Information andOther Information.

CERTAIN RESERVES AND RESOURCES INFORMATION

Unless otherwise indicated, the oil and gas reserves, contingent resources and prospective resources

data presented in this offering document has been audited and certified at our request by Netherland,Sewell & Associates, Inc. (NSAI), an international oil and gas consultant, whose report on ourpetroleum reserves and resources is included in the section of this offering document as Appendix D

Qualified Persons Report (the Qualified Persons Report). NSAI has prepared its estimates inaccordance with the definitions and guidelines set forth in the 2007 Petroleum Resources ManagementSystem (the 2007 PRMS) approved by the Society of Petroleum Engineers.

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eventual commercial development, but further appraisal/evaluation activities are on hold pending theremoval of significant contingencies external to the project, or substantial further appraisal and/or

evaluation activities are required to clarify the potential for eventual commercial development.Development may be subject to a significant time delay. A change in circumstances such that there is

no longer a reasonable expectation that a critical contingency can be removed in the foreseeable future,for example, could lead to a reclassification of the project to Not Viable status.

Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentiallyrecoverable from undiscovered accumulations by application of future development projects.

Prospective resources have both an associated chance of discovery and a chance of development.Prospective resources are further subdivided in accordance with the level of certainty associated with

recoverable estimates assuming their discovery and development and may be sub-classified based onproject maturity. There should be at least a 90.0 per cent. probability that the quantities actually

recovered will equal or exceed the low estimate of prospective resources, at least a 50.0 per cent.

probability that the quantities actually recovered will equal or exceed the best estimate of prospectiveresources and at least a 10.0 per cent. probability that the quantities actually recovered will equal or

exceed the high estimate of prospective resources. Unrisked prospective resources are estimated rangesof recoverable oil and gas volumes assuming their discovery and development and are based on

estimated ranges of undiscovered in-place volumes. The estimates for risked resources are deriveddirectly from the estimates for unrisked resources, incorporating a geologic risk assessment for each

prospect, such risked resources do not incorporate a development risk assessment. Geologic risking ofprospective resources addresses the probability of success for the discovery of a significant quantity of

potentially moveable petroleum this risk analysis is conducted independent of estimations of petroleumvolumes. Principal geologic risk elements of the petroleum system include (1) trap and seal

characteristics, (2) reservoir presence and quality, (3) source rock capacity, quality, and maturity, and(4) timing, migration and preservation of petroleum in relation to trap and seal formation. Risk

assessment is a highly subjective process dependent upon the experience and judgment of the

evaluators and is subject to revision with further data acquisition or interpretation. Unless statedotherwise, prospective resource volumes presented in this offering document include both prospective

resources associated both with prospects, which are those projects associated with a potential

accumulation that is sufficiently well-defined to represent a viable drilling target, and leads, which arethose projects associated with a potential accumulation that is currently poorly defined and requiresmore data acquisition and/or evaluation in order to be classified as a prospect.

All gas and liquid volumes, cubic feet and barrels, in this offering document are presented in standardcubic feet and stock tank barrels, respectively. All volumes are measured at standard conditions, which

are defined as 60 degrees Fahrenheit and one standard atmosphere. Where natural gas volumes havebeen converted to oil equivalent numbers, this has been done using a factor of 6,000 cubic feet of gas

equaling one barrel of oil equivalent.

PRESENTATION OF WORKING INTEREST

Under certain fiscal regimes, the contractors net entitlement (or economic) share in oil and gasreserves or resources can be greater or less than its working interest (Working Interest) in a givenperiod due to the deduction of government take payable to the applicable host government and other

variables such as oil price, cost estimates and any unrecovered cost pools. For consistency, this

offering document contains information on a Working Interest basis unless otherwise stated.

EXPERT QUALIFICATIONS

NSAI are independent petroleum engineers, geologists, geophysicists and petrophysicists that do not

own an interest in the properties of our Company, are not employed on a contingent basis and are notofficers or proposed officers of our Group or any holding or associated company of our Company.

Furthermore, none of NSAIs staff or associates owns any shares or equity in our Company.

NSAI was established in 1961 and has offices located at 4500 Thanksgiving Tower, 1601 Elm Street,

Suite 4500, Dallas, Texas 75201, United States and Four Houston Center, 1221 Lamar Street, Suite

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The Industry Consultant is aware of, and has consented to, the inclusion of its names and report in thisoffering document. The data, statistics and information under the captions Summary, Risk Factors,

Managements Discussion and Analysis of Financial Condition and Results of Operations, andBusiness have been accurately reproduced and, as far as we are aware and are able to ascertain from

information published or provided by the Industry Consultant, no facts have been omitted that wouldrender the reproduced information, data and statistics inaccurate or misleading. Reports and industry

publication generally state that the information that they contain has been obtained from sources

believed to be reliable, but that the accuracy and completeness of that information is not guaranteed.Although we believe the information that the Industry Consultant supplied is reliable, we, and the Joint

Issue Managers, Global Coordinators, Bookrunners and Underwriters and our and their affiliates andadvisors, have not independently verified and make no representation regarding the accuracy and

completeness of this information. Similarly, internal surveys, industry forecasts and market research,which we believe to be reliable, have not been independently verified, and neither the Joint Issue

Managers, Global Coordinators, Bookrunners and Underwriters nor us makes any representation as tothe accuracy or completeness of this information.

CERTAIN DEFINED TERMS AND CONVENTIONS

In this offering document, references to our Company are to KrisEnergy Ltd. and, unless the contextotherwise requires, the terms we, us, our and our Group refer to KrisEnergy Ltd. and itssubsidiaries taken as a whole. Words importing the singular shall, where applicable, include the plural

and vice versa and words importing the masculine gender shall, where applicable, include the feminineand neuter genders. References to persons shall include corporations.

In this offering document, references to S$, Singapore dollar or Singapore cent are to thelawful currency of the Republic of Singapore, references to US$, United States dollar or USdollar are to the lawful currency of the United States of America, references to IndonesianRupiah, Rupiah or Rp are to the lawful currency of the Republic of Indonesia, references toThai Baht, Baht or THB are to the lawful currency of the Kingdom of Thailand, references toCambodian Riel and Riel are to the lawful currency of the Kingdom of Cambodia, references to

Vietnamese Dong and Dong are to the lawful currency of the Socialist Republic of Vietnam andreferences to Taka are to the lawful currency of the Peoples Republic of Bangladesh.

Unless the context requires otherwise, references to the Indonesian Governments Special Work Unitfor Upstream Oil and Gas Activities (SKK Migas), which came into existence upon the issuancePresidential Regulation No. 9 of 2013 regarding the Management of Upstream Oil and Gas Activities(PR 9/2013) to take over the former functions and duties of the Implementing (Executive) Body forUpstream Oil and Gas Business Activities known as Badan Pelaksana Kegiatan Hulu Minyak dan GasBumi (BP Migas), include BP Migas in its former capacity as the Indonesian regulator of upstreamoil and gas activities.

We hold a non-operated Working Interest in Block A in Cambodia. We acquired a 25.0 per cent.

Working Interest in Block A from Chevron in 2009. On November 15, 2011, the Cambodian NationalPetroleum Authority (the CNPA) announced its intention to exercise its right to take a five per cent.interest in the contract area, as a result of which our interest in Block A will be reduced from 25.0 to

23.75 per cent. We are still in negotiations with the CNPA regarding the final terms of theiracquisition. For purposes of reserve and resource estimates and the Qualified Persons Report prepared

by NSAI, we calculate figures assuming a 23.75 per cent. Working Interest. However, we haveassumed a Working Interest of 25.0 per cent. until the CNPAs completion of the exercise of its option

for accounting purposes including in our audited and unaudited financial statements presented in thisoffering document and figures contained in this offering document derived from our financial

statements, as well as the financial information presented in Managements Discussion and Analysisof Financial Condition and Results of Operations.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to

rounding.

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The information on our website or any website directly or indirectly linked to our website or thewebsites of any entities in which we may have an interest is not incorporated by reference into this

offering document and should not be relied on.

References to our management and Directors are to the management and Directors of our Company;

references to our Articles are to the Memorandum of Association and Articles of Association of ourCompany; and references to our share capital in Share Capital and Shareholders and elsewhere are

to the share capital of our Company.

In addition, unless we indicate otherwise, all information in this offering document assumes that (i) the

Stabilizing Manager has not exercised the Over-allotment Option; and (ii) no Offering Shares havebeen re-allocated between the International Offer and the Singapore Public Offer.

The terms Depositor, Depository Agent and Depository Register shall have the meanings

ascribed to them respectively in Section 130A of the Companies Act, Chapter 50 of Singapore (theSingapore Companies Act).

Any reference in this offering document, and in connection with the Singapore Public Offer, theinstructions booklet entitled Terms, Conditions and Procedures for Applications for and Acceptance

of the Offering Shares in Singapore and the Application Forms to any statute or enactment is areference to that statute or enactment for the time being amended or re-enacted.

Any reference in this offering document, and in connection with the Singapore Public Offer, theinstructions booklet entitled Terms, Conditions and Procedures for Applications for and Acceptanceof the Offering Shares in Singapore and the Application Forms to Shares being allotted to anapplicant includes allotment to The Central Depository (Pte) Limited (CDP) for the account of thatapplicant.

References to the Latest Practicable Date in this offering document are to June 17, 2013, which isthe latest practicable date prior to the lodgment of the Singapore preliminary prospectus with the

Authority.

Certain Cambodian, Indonesian, Thai, and Vietnamese names and characters, such as those of entities,

properties, cities, governmental and regulatory authorities, laws and regulations and notices, have beentranslated into English or from English names and characters, solely for your convenience, and such

translations should not be construed as representations that the English names actually represent theCambodian, Indonesian, Thai, and Vietnamese names and characters or (as the case may be) that the

Cambodian, Indonesian, Thai, and Vietnamese names actually represent the English names and

characters.

Any reference to dates or times of day in this offering document, and in connection with the SingaporePublic Offer, the instructions booklet entitled Terms, Conditions and Procedures for Application for

and Acceptance of the Offering Shares in Singapore, the Application Forms and, in relation to the

Electronic Applications, the instructions appearing on the screens of the ATMs or the relevant pages ofthe internet banking websites of the relevant Participating Banks, are to Singapore dates and timesunless otherwise stated. Any reference in this offering document, the instructions booklet entitled

Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares inSingapore, the Application Forms and, in relation to the Electronic Applications, the instructionsappearing on the screens of the ATMs or the relevant pages of the internet banking websites of the

relevant Participating Banks, to any statute or enactment is to that statute or enactment as amended orre-enacted. Any word defined in the Securities and Futures Act, the Singapore Companies Act, or any

statutory modification thereof and used in this offering document has the meaning ascribed to it underthe Securities and Futures Act, the Singapore Companies Act or any statutory modification thereof, as

the case may be, unless otherwise indicated.

Unless otherwise defined, terms used in this offering document shall have the meanings set forth in

Appendix RDefinitions.

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CORPORATE INFORMATION

Company .. .. .. .. .. .. .. .. .. .. .. .. .. KrisEnergy Ltd.

Directors .. .. .. .. .. .. .. .. .. .. .. .. .. John William Gervase Honeybourne (Non-Executive Non-

Independent Chairman)

Koh Tiong Lu John (Lead Non-Executive Independent Director)

Keith Gordon Cameron (Executive Director and Chief ExecutiveOfficer)

Christopher Gibson-Robinson (Executive Director)

Richard Allan Lorentz Jr. (Executive Director)

Brooks Michael Shughart (Non-Executive Non-IndependentDirector)

Choo Chiau Beng (Non-Executive Non-Independent Director)

Loh Chin Hua (Non-Executive Non-Independent Director)

Duane Carl Radtke (Non-Executive Independent Director)

Jeffrey Saunders MacDonald (Non-Executive IndependentDirector)

Tan Ek Kia (Non-Executive Independent Director)

Joint Company Secretaries . . . . . . Kelvin Tang (LLB (Hons))

Jennifer Lee (Fellow Member of the Institute of CharteredSecretaries and Administrators)

Company RegistrationNumber.. . . . . . . . . . . . . . . . . . . . . . . . . . . 231666

Registered Office .. . .. .. . .. .. .. .. . Intertrust Corporate Services (Cayman) Limited

190 Elgin AvenueGeorge Town

Grand CaymanKY1-9005Cayman Islands

Telephone number: +1 345 943 3100Facsimile number: +1 345 945 4757

Registered Office in

Singapore .. .. .. .. .. .. .. .. .. .. .. .. . 83 Clemenceau Avenue #10-05

UE SquareSingapore 239920

Telephone number: +65 6838 5430Facsimile number: +65 6538 3622

Grantor of the Over-allotment

Option .. .. .. .. .. .. .. .. .. .. .. .. .. .. . KrisEnergy Holdings Ltd.

190 Elgin AvenueGeorge Town

Grand CaymanKY1-9005

Cayman Islands

Share Transfer Agent . .. .. .. .. .. . M&C Services Private Limited

112 Robinson Road,#05-01

Singapore 068902

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Legal Adviser to our Companyas to British Virgin Islands Lawand Cayman Islands Law . . . . . . . . Walkers (Singapore) Limited Liability Partnership

3 Church Street #16-02Samsung HubSingapore 049483

Legal Adviser to our Companyas to Cambodian Law .. . .. .. .. .. . Khmer Intellectual Law Firm

#63, St. 592Phnom Penh, Cambodia

In commercial association with:KCP (Cambodia) Ltd.#35-37, Street 214Unit B4, 1st FloorCBM BuildingPhnom Penh, Cambodia

Legal Adviser to our Company

as to Dutch Law .. .. .. .. .. .. .. .. .. Clifford Chance LLPDroogbak 1A, 1013 GEAmsterdamThe Netherlands

Legal Adviser to our Companyas to Indonesian Law. .. .. .. .. .. .. Makarim & Taira S.

Summitmas I, 16th & 17th floorsJl. Jend. Sudirman Kav. 61-62Jakarta 12190Indonesia

Legal Adviser to our Companyas to Jersey Law .. .. .. .. .. .. .. .. .. Walkers

Walker House, PO Box 72, 28-34 Hill Street, St Helier,Jersery JE4 8PN, Channel Islands

Legal Adviser to our Companyas to Thai Law .. .. .. .. .. . .. .. .. .. . Chandler and Thong-ek Law Offices Limited

7th-9th Floor, Bubhajit Building20 North Sathon RoadBangkok 10500Thailand

Legal Adviser to our Company

as to Vietnamese Law .. . .. .. .. .. . Vietnam International Law FirmKumho Asiana Plaza SaigonSuite 4.439 Le Duan StreetHo Chi Minh CityVietnam

Independent Auditors .. . .. .. .. .. . Ernst & Young LLPPublic Accountants and Certified Public AccountantsOne Raffles QuayNorth Tower, Level 18Singapore 048583

Partner-in-charge: Toong Weng Sum, Vincent(a member of the Institute of Certified PublicAccountants of Singapore)

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SUMMARY

This summary highlights information contained elsewhere in this offering document and may notcontain all of the information that may be important to you, or that you should consider before

deciding to invest in the Offering Shares. You should read this entire offering document, including,among others, our financial statements and related notes and the section entitled Risk Factors,

before making a decision to invest in the Offering Shares.

OVERVIEW

We are an independent upstream company focused on the exploration, development and production ofoil and gas in Southeast Asia. We were established in 2009 by our founders, who previously created

and built Pearl Energy, a Southeast Asian oil and gas producer and explorer. Leveraging our expertise

in Southeast Asia, and coupled initially with the backing of funds affiliated with First ReserveManagement L.P. (together with its affiliated funds, First Reserve), we embarked on a focusedstrategy of acquiring assets in countries and basins where our founders and technical team haveextensive knowledge and experience, with the commitment to build a leading oil and gas exploration

and production company in Southeast Asia. Our target focus area stretches from the Surma Basin in

Bangladesh in the west to the Papuan Basin in the east, and from offshore southern China in the northto Indonesia in the south.

Our founders have attracted experienced individuals to key roles in our management and technical

teams, many of whom they had worked with for many years previously. We recognize the value oflocal presence in our areas of operation, and while we will continue to maintain our operational

headquarters in Singapore, we have staffed offices in Bangkok, Jakarta and Ho Chi Minh City, andassuming the completion of our acquisition of TBL, we will have a staffed office in Dhaka as well. We

believe our familiarity with these areas has allowed us to identify skilled industry professional andtechnical staff to run these offices and to quickly and efficiently respond to business opportunities.

Our initial strategy is still in place today as we continue to grow. Since inception, we have built a

portfolio of oil and gas assets that now encompasses 14 contract areas, of which we operate six, in fourcountries and spans the entire upstream life cycle of exploration, appraisal, development andproduction. These assets provide a solid foundation from which we can grow our business in Southeast

Asia and beyond. In April 2013, we signed a sale and purchase agreement (SPA) to acquire TBL andits assets in Bangladesh, including a 30.0 per cent. Working Interest in, and operatorship of, Block 9,

which contains a producing gas field onshore Bangladesh, and in March 2013, we signed an agreementto acquire a 30.0 per cent. Working Interest in, and operatorship of, G6/48 in the Gulf of Thailand,

each of which is currently pending government approvals. If our acquisition of TBL and our farm-in toG6/48 are completed, our portfolio will encompass 16 contract areas, of which we will operate eight, in

five countries.

We have two producing oil and gas assets in the Gulf of Thailand and have signed the SPA to purchase

TBL in Bangladesh, which holds an upcoming interest in a producing gas field. We also have an oiland gas asset in offshore North Sumatra in Indonesia that ceased production on July 11, 2013 and

which we intend to relinquish shortly after this Offering. We are developing reserves in one contractarea in the Gulf of Thailand, have six further contract areas in the Gulf of Thailand, including G6/48

for which we are awaiting government approval for our farm-in, the East Java Sea and the Makassar

Strait with Development Pending resources, and have one contract area in the Makassar Strait withDevelopment Unclarified resources. There are numerous exploration prospects in our contract areas.

We are also exploring for oil and gas in multiple locations within our remaining four explorationcontract areas, located offshore in the Malacca Strait, Gulf of Tonkin and South China Sea, and

onshore in West Papua, Indonesia.

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Based on the Qualified Persons Report as of December 31, 2012:

our certified proved plus probable Working Interest reserves, referred to as 2P reserves

amounted to 17.16 mmboe (31.70 mmboe assuming the completion of our acquisition of TBL);

our certified best estimate Working Interest contingent resources, referred to as 2C resources,amounted to 40.72 mmboe (44.65 mmboe assuming the completion of our acquisition of TBL

and our farm-in to G6/48); and

our certified best estimate Working Interest unrisked prospective resources amounted to

1,469.6 mmboe (1,484.5 mmboe assuming the completion of our acquisition of TBL and ourfarm-in to G6/48).

Our producing contract areas are B8/32 and B9A, both offshore in the Gulf of Thailand. On July 11,2013, production ceased at the Glagah-Kambuna TAC, offshore North Sumatra in Indonesia, which we

intend to relinquish shortly after this Offering. See BusinessOur Contract AreasOther Activitiesand InterestsGlagah-Kambuna TAC, Offshore North Sumatra, Indonesia. For the three months

ended March 31, 2013, our Working Interest share of oil and natural gas production from these areas

averaged approximately 1,590 bopd and 8.1 mmcfd, or 2,947 boepd. In addition, assuming thecompletion of our acquisition of TBL, our pro forma average Working Interest production from Block

9 would have been 77 bopd and 25.5 mmcfd, or 4,328 boepd, and our total pro forma average WorkingInterest production in the first quarter of 2013 would have been 7,275 boepd. The rationale for the

acquisition of our Working Interests in our producing contract areas is to provide us with stable cashflow and a solid foundation which we can leverage to pursue exploration in, and the development of,

our other assets and the acquisition of further attractive contract areas.

In G11/48 in the Gulf of Thailand, the Nong Yao oil field is currently under development. Our

Working Interest 2P reserves for the Nong Yao field are estimated at 3.78 mmbo. The EnvironmentalImpact Assessment (EIA) and the Production Area Application (PAA) were submitted to the Thaiauthorities and regulators in the third quarter of 2012 and were approved in October and November

2012, respectively, and we expect first production from the field in the second half of 2014.

Six of our contract areas, including G6/48, for which we are awaiting government approval for our

farm-in, contain discoveries that are classified as Development Pending resources. G10/48, in the Gulf

of Thailand, contains the Wassana and Niramai oil discoveries, with our Working Interest of2C resources estimated at 3.39 mmbo and 1.23 mmbo, respectively as of December 31, 2012. We

expect the Wassana field to achieve first production in the first half of 2015. G6/48, also in the Gulf ofThailand, contains the Rossukon oil discovery, with our Working Interest of 2C resources as of

December 31, 2012 estimated at 2.51 mmbo, assuming the completion of the farm-in. Block Aoffshore Cambodia in the Gulf of Thailand contains the Apsara oil field with our Working Interest of

2C resources as of December 31, 2012 estimated at 2.04 mmbo. In Indonesia, our Working Interest of2C resources in the Lengo gas discovery in the Bulu PSC, the East Lengo gas discovery in the East

Muriah PSC and the Dambus/Mangkok gas discoveries in the Kutai PSC as of December 31, 2012 areestimated at 16.08 mmboe, 1.64 mmboe and 6.94 mmboe, respectively.

In addition, the Tanjung Aru PSC in Indonesia, along with Block 9, G11/48, G10/48 and Block A,contains additional contingent resources currently classified as Development Unclarified. Our Working

Interest of 2C resources in those discoveries as of December 31, 2012 are estimated at 9.40 mmboe inthe aggregate (10.82 mmboe assuming the completion of our acquisition of TBL).

We have a strong background in exploring for oil and gas and a successful track record in thediscovery of hydrocarbons. We continue to use this expertise to build a diverse portfolio of exploration

assets that will provide us with further growth opportunities. Third-party independent assessment ofour exploration assets estimates that our portfolio holds a best estimate total Working Interest volume

of 1,469.6 mmboe of unrisked oil and gas prospective resources (1,484.5 mmboe assuming the

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completion of the acquisition of TBL and our farm-in to G6/48) in 46 prospects and 54 leads. All ofour current contract areas (with the exception of the Glagah-Kambuna TAC, which ceased production

on July 11, 2013 and we intend to relinquish shortly after this Offering) hold exploration prospects, anda key part of our strategy is to exploit the potential of our prospective resources over the coming years.

These exploration opportunities are largely independent of one another, which helps ensure that theoutcome of drilling individual wells does not affect the prospectivity of the remaining opportunities.

We expect to participate in the drilling of up to five exploration wells in 2013 and up to 13 explorationwells in 2014. Since our inception, we have been a party to 27 exploration wells, of which 18encountered oil and/or gas, and we are moving ahead with the development of three oil fields and the

appraisal of three gas discoveries for near-term development. In April and May 2013, we drilled, asoperator, the Lengo-2 appraisal well in the Bulu PSC offshore Indonesia which commenced the

production of gas at 21 mmcfd. While the exploration for oil and gas carries various degrees of risk, wework to manage this risk by targeting our efforts to the most advantageous opportunities. We intend to

retain and grow a large exploration portfolio over the coming years and use our expertise in this area todrive growth.

We intend, in due course, to participate in the development of petroleum discoveries in our contractareas with a view to establishing ourselves as a leading oil and gas explorer and producer in Asia. In

addition, we plan to continue to secure additional oil and gas assets and, at the same time, to activelymanage our existing portfolio. Active management may, depending on the circumstances that exist at

the time, include divestments, acquisitions, farm-ins, farm-outs, relinquishments and exchanges ofinterests.

Our growth strategy is reflected in our latest acquisition target, Block 9 onshore Bangladesh, for whichwe signed a SPA for all of the outstanding shares of TBL on April 8, 2013. Bangladesh marks a new

country entry for us and we believe it is essentially aligned geologically with our focus area of tertiarybasin systems in Southeast Asia. Certain members of our new ventures team have been studying

opportunities in Bangladesh since 2005 and are familiar with the subsurface as well as the operatingand commercial environment. The acquisition, which is pending completion, fits with our strategy of

achieving sustainable growth: the Bangora gas field is a long-life producing asset providing positivecash flow into the future; the block contains exploration upside; and the experienced team of

professionals already on the ground provides a solid basis to build the business going forward.

As we grow our Company, we are committed to managing environmental, health, safety and security

(EHSS) matters and assuring the EHSS integrity of our processes and facilities as an integral part ofour business. We do so by implementing the KrisEnergy Safety Management System (SMS). As partof our SMS, we have achieved the OHSAS 18001 accreditation from SGS International CertificationServices in Singapore and we are undertaking steps in our regional offices to achieve this level of

certification. We are also in the process of implementing the appropriate measures to achieveISO 14001 accreditation from the United Kingdom Accreditation Service.

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Notes:

*

Dropsizeisnotindicativeofreserve/resource

potential.

#

Certainofourcontractareascontainmultiplecategoriesofreservesandresourcesand,accordingly

appearmorethanonceintheabovechart.Weintendto

relinquishtheGlagah-KambunaTAC,whichceasedproductiononJuly11,2013,

shortlyafterthisOffering.

(1)Acquisitionandtransferofoperatorshippendinghostgovernmentapprovals.

(2)TheSPAwassignedonApril8,2013,andispendingapprovalfromtheBangladeshGovernmenta

ndBangladeshOil,GasandMineralCorporation(Pet

robangla).TheSPAshallterminateifthenecessaryapprovalsarenotgrantedby

December31,2013(unlessotherwiseextende

dbytheparties).SeeBusinessOurContractAreasP

roducingContractAreasBlock9,OnshoreBangladesh

.

(3)Theagreementtofarm-intoG6/48wassignedonMarch15,2013andispendingapprovalfromtheThaiGovernment.SeeBusinessOurContractAreasContractAreaswithDevelopmentPendingG6/48,Gulfo

fThailand.

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The following table sets forth certain information regarding our oil and gas assets as of the date of thisoffering document. For the details of entities holding the respective oil and gas assets, see CorporateStructure and OwnershipCorporate Structure.

LocationOffshore /Onshore

GrossArea

(sq. km)

OurInterest

(per cent.) Status(1) Operator

CambodiaBlock A(2) Gulf of Thailand Offshore 4,709 23.75 Development Pending and

Development Unclarified(3)(4)Chevron

IndonesiaBulu East Java Sea Offshore 697 42.5 Development Pending(3) KrisEnergyEast Muriah East Java Sea Offshore 3,751 50.0 Development Pending(3) KrisEnergyEast Seruway Malacca Strait Offshore 5,865 100.0 Exploration KrisEnergyGlagah-Kambuna TAC(5) Malacca Strait Offshore 380 25.0 Production Salamander

EnergyKutai Makassar Strait On/Offshore 1,533(6) 54.6 Development Pending(3) KrisEnergyTanjung Aru Makassar Strait Offshore 4,191 43.0 Development Unclarified(4) KrisEnergyUdan Emas West Papua Onshore 5,396 100.0 Exploration KrisEnergy

ThailandB8/32 & B9A Gulf of Thailand Offshore 2,072 4.6345 Production ChevronG10/48(7) Gulf of Thailand Offshore 4,696(8) 25.0 Development Pending and

Development Unclarified(3)(4)Mubadala

G11/48(9) Gulf of Thailand Offshore 6,791 25.0(10) Development and Development

Unclarified(4)

Mubadala

VietnamBlock 105 Gulf of Tonkin Offshore 7,192 25.0 Exploration EniBlock 120 South China Sea Offshore 8,574 25.0 Exploration Eni

Notes:

(1) Each of our contract areas, with the exception of the Glagah-Kambuna TAC which ceased production on July 11, 2013 and we intend

to relinquish shortly after this Offering, also holds exploration prospects and leads.

(2) Resources associated with Platform A within Block A are classified as Development Pending, and resources associated with

Platform B and Platform C within Block A are classified as Development Unclarified.

(3) For an explanation of Development Pending, see Certain Reserves and Resources Information, Appendix DQualified Persons

Report and BusinessOur BusinessOur Reserves and ResourcesContingent Resources.

(4) For an explanation of Development Unclarified, see Certain Reserves and Resources Information, Appendix DQualified

Persons Report and BusinessOur BusinessOur Reserves and ResourcesContingent Resources.

(5) We intend to relinquish our entire interest in the Glagah-Kambuna TAC, which ceased production on July 11, 2013, shortly after this

Offering.

(6) On March 28, 2013, the Indonesian authorities approved the relinquishment of approximately 1,299 sq. km of the Kutai PSC to a

remaining area of approximately 1,532.5 sq. km. A final relinquishment to 944 sq. km has been postponed until 2014.

(7) Resources associated with the Wassana and Niramai discoveries within G10/48 are classified as Development Pending, and resources

associated with the Mayura discovery within G10/48 are classified as Development Unclarified.

(8) On May 17, 2013, the Thai authorities approved the extension of the exploration period for G10/48 from December 8, 2012 until

December 7, 2015 and we relinquished 25.0 per cent. of the original gross acreage of the contract area to 4,696 sq. km.

(9) The Nong Yao field within G11/48 is under development, and resources associated with the Angun/Mantana discoveries within

G11/48 are classified as Development Unclarified.

(10) In April 2013, a Thai participant notified us of its intention to exercise its 10.0 per cent. option in G11/48. If the Thai participants

exercise of its option is completed, we will have a remaining 22.5 per cent. interest in the contract area. See BusinessOur Contract

AreasContract Areas under DevelopmentG11/48, Gulf of Thailand.

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The following table sets forth certain information regarding our oil and gas assets which are pendinggovernment approval as of the date of this offering document. See Risk FactorsRisks Relating toour Business and OperationsOur agreement to farm-in to G6/48 in Thailand and our acquisition of

all outstanding shares in TBL may not be approved by the respective host governments .

For the details of entities holding the respective oil and gas assets which are pending government

approval, see Corporate Structure and OwnershipCorporate Structure.

LocationOffshore /Onshore

GrossArea

(sq. km)

OurInterest

(per cent.) Status(1) Operator

Bangladesh

Block 9(1) Bangladesh Onshore 1,770 30.0 Production KrisEnergyThailand

G6/48(2) Gulf of Thailand Offshore 566(4) 30.0 Development Pending(5) KrisEnergy

Notes:

(1) Each of the above contract areas also holds exploration prospects and leads.

(2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall

terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). See Business

Our Contract AreasProducing Contract AreasBlock

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