Prospectus. De Raj Group AG

Transcription

1 Prospectus for admission to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), sub-segment General Standard of 35,000,000 ordinary bearer shares with no par value (Stückaktien) - each with a pro-rata amount of EUR 1.00 in the share capital and with full dividend rights for the financial year ending 31 December 2017, and for all subsequent financial years - of De Raj Group AG Cologne International Securities Identification Number: DE000A2GSWR1 German Securities Code (Wertpapier-Kenn-Nummer): A2GSWR Trading Symbol: DRJ Listing Agent ACON Actienbank AG 15 November 2017

2 - 2 - TABLE OF CONTENTS 1. SUMMARY OF THE PROSPECTUS... 7 A - Introduction and Warnings... 7 B - Issuer... 7 C - Securities D - Risks.. 26 E - Offer GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS - ZUSAMMENFASSUNG DES PROSPEKTES A - Einleitung und Warnhinweise B - Emittent C - Wertpapiere D - Risiken E - Angebot RISK FACTORS Market and Business Risks Legal and Regulatory Risks Risks related to the Listing and the Shareholder Structure Tax Risks GENERAL INFORMATION Responsibility for the Content of this Prospectus Purpose of this Prospectus Forward-Looking Statements Note on Third-Party Information on Market Information and Technical Terms Auditor Note on Figures and Financial Information Documents Available for Inspection THE LISTING Admission to Exchange Trading, Individual Share Certificates, Delivery and Transferability ISIN, WKN, Trading symbol Form, Voting Rights Dividend Entitlement and Participation in Liquidation Proceeds Disposal Restrictions and Transferability Timetable of the Listing Listing Agreement Lock-up Agreement REASONS FOR THE LISTING AND COST OF THE LISTING... 88

3 GENERAL INFORMATION ABOUT THE COMPANY Name, Formation, Registration with the Commercial Register, Fiscal Year, Term and Business Seat of De Raj Business Purpose of De Raj Formation and History of De Raj De Raj Group Structure, Companies and Formation Tax status of De Raj BUSINESS DESCRIPTION Introduction and Overview Market Overview Regulatory Environment Competitive Strengths and Competition Strategy Investment and Financing Requirements Material Contracts Insurance Litigation/ Administrative Proceedings Research and Development Employees Intellectual Property Rights CAPITALISATION AND INDEBTEDNESS; WORKING CAPITAL Capitalisation Liquidity and Net Financial Liabilities Contingent Liabilities Statement on Working Capital DIVIDEND POLICY AND EARNINGS PER SHARE SELECTED FINANCIAL INFORMATION Selected Financial Information for De Raj Group AG Selected Financial Information for Hummingbird Energy (L) Inc Selected Financial Information for Gryphon Energy (SEA) Sdn Bhd Selected Financial Information for De Raj Group from the Pro-Forma Consolidated Financial Statements MANAGEMENT S DISCUSSION AND ANALYSIS OF NET ASSETS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS Business Overview Significant Factors affecting De Raj s Net Assets, Financial Condition and Results of Operations Significant Accounting and Valuation Methods Management Discussion and Analysis of Hummingbird Energy (L) Inc Results of Operation of Hummingbird Energy (L) Inc

4 Net Assets and Financial Position of Hummingbird Energy (L) Inc Liquidity and Capital Resources of Hummingbird Energy (L) Inc Management Discussion and Analysis of Gryphon Energy (SEA) Sdn Bhd Results of Operation of Gryphon Energy (SEA) Sdn Bhd Net Assets and Financial Position of Gryphon Energy (SEA) Sdn Bhd Liquidity and Capital Resources of Gryphon Energy (SEA) Sdn Bhd Management Discussion and Analysis of De Raj Group AG Results of Operation of De Raj Group AG Net Assets and Financial Position of De Raj Liquidity and Capital Resources of De Raj Group AG Further Information on De Raj Group Liquidity and Capital Resources of De Raj Group Profit participation rights, Mezzanine finance instruments and Corporate Bonds of De Raj Group Maturity Analysis of De Raj Group and effective interest rate of De Raj Group Shareholders Equity of De Raj Group Contingent Liabilities and Other Financial Obligations of De Raj Group Investments of De Raj Group Pensions and Retirement Payments of De Raj Group Qualitative and quantitative information on market risks of De Raj Group PRO-FORMA CONSOLIDATED FINANCIAL INFORMATION OF DE RAJ GROUP Introduction Pro-forma consolidated accounts and notes Auditor s Report to the Pro-forma consolidated financial information EXPLANATORY REMARKS ON THE PRO-FORMA FINANCIAL INFORMATION OF DE RAJ GROUP Explanations and Comparision of the Pro-forma Consolidated Income Statement FY 2016 and HY Explanations of the pro forma consolidated Balance Sheet as of 30 June CORPORATE BODIES Overview The Management Board The Supervisory Board Shareholders Meeting Shareholdings Corporate Governance MAJOR SHAREHOLDERS AND LEGAL RELATIONSHIPS WITH RELATED PARTIES Shareholder Structure Legal Relationships with Related Parties INFORMATION ON THE CAPITAL OF THE COMPANY

5 Issued Share Capital and Shares Authorized Capital Contingent Capital General Provisions on Changes in the Share Capital General Provisions Governing Subscription Rights Treasury Shares Shareholding Notification and Disclosure Requirements Duty to Submit a Public Offer Exclusion of Minority Shareholders Disclosure of Directors Dealings THIRD PARTY INTERESTS TAXATION IN THE FEDERAL REPUBLIC OF GERMANY Taxation of the Company Taxation of Shareholders Taxation of Capital Gains Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds Inheritance and Gift Tax Other Taxes

6 - 6 - FINANCIAL INFORMATION.... F-1 Unaudited Interim Financial Information of De Raj Group AG for the six-months-period ended June 30, 2017 (HGB)... F-4 Audited Financial Statements of De Raj Group AG for the financial year ended 31 December 2016 (HGB)... F-10 Audited Financial Statements of De Raj Group AG for the abbreviated financial year ended 31 December 2015 (HGB)... F-17 Unaudited Interim Financial Information of Hummingbird Energy (L) Inc. for the six-monthsperiod ended June 30, 2017 (IFRS)... F-24 Audited Financial Statements of Hummingbird Energy Inc. for the financial year ended 31 December 2016 (IFRS)... F-40 Audited Financial Statements of Hummingbird Energy Inc. for the financial year ended 31 December 2015 (IFRS)... F-71 Audited Financial Statements of Hummingbird Energy Inc. for the financial year ended 31 December 2014 (IFRS)... F-99 Unaudited Interim Financial Information of Gryphon Energy (SEA) Sdn Bhd for the sixmonths-period ended June 30, 2017 (IFRS)... F-126 Audited Financial Statements of Gryphon Energy (SEA) Sdn Bhd for the financial year started from 26 November 2015 and ended on 31 December 2016 (IFRS)... F-131 RECENT DEVELOPMENTS AND OUTLOOK...O-1

7 SUMMARY OF THE PROSPECTUS Summaries to Securities Prospectuses are made up of disclosure requirements known as elements ( Elements ). These Elements are numbered in sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary of this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of not applicable. A - Introduction and Warnings A.1 Warnings. This summary should be read as an introduction to this prospectus (the Prospectus ). Any decision to invest in the securities should be based on consideration of this Prospectus as a whole by the investor. If any claims are asserted before a court of law based on the information contained in this Prospectus, the investor appearing as plaintiff may have to bear the costs of translating this Prospectus prior to the commencement of the court proceedings pursuant to the national legislation of the member states of the European Economic Area. De Raj Group AG (the Company, De Raj, or the Issuer ), together with ACON Actienbank, Munich, Germany ( ACON or the Listing Agent ) have assumed responsibility for the contents of this summary and any translation thereof pursuant to Section 5 paragraph 2b no. 4 of the German Securities Prospectus Act (Wertpapierprospektgesetz, WpPG ). The persons responsible for the summary, including any translation thereof or for the issuing (Veranlassung), can be held liable but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, all necessary key information. A.2 Information regarding Not applicable. Consent regarding the use of this Prospectus for a subsequent resale or placement of the shares has not been granted. the subsequent use of the Prospectus. B - Issuer B.1 Legal and The Company s legal and commercial name is De Raj Group AG. commercial name. B.2 Domicile, The Company has its registered seat in Cologne, Germany, (business address: c/o legal form, Heuking Kühn Lüer Wojtek, Magnusstr. 13, Cologne) and is registered with legislation under which the commercial register of the local court (Amtsgericht) of Cologne, Germany, under the number HRB The Company is a German Stock Corporation (Aktiengesellschaft, the issuer AG) incorporated and existing in Germany and governed by the operates, laws of the Federal Republic of Germany. country of incorporation. B.3 Current operations and principal business activities and principal markets in which the issuer competes. De Raj is the parent company of the companies Gryphon Energy (SEA) Sdn Bhd, Hummingbird Energy (L) Inc, Condor Energy (L) Inc, De Raj Energy Sdn Bhd and Gaea Power GmbH ( De Raj Group ). De Raj Group s business is focussed on the oil and gas business in the South East Asian region and on the power business in Germany. Oil and Gas Division The oil and gas division of the De Raj Group is a service provider providing services encompassing the full spectrum of the offshore upstream oil and gas supply chain. The division is capable of being involved in (1) offshore exploration which involves the search for rock formations associated with oil or natural gas deposits, and includes geophysical prospecting and/or exploratory drilling, (2) well development, which occurs after exploration has located an economically recoverable field, and involves the construction of one or more wells from the beginning (so-called spudding ) to either abandonment if no hydrocar-

8 - 8 - bons are found, or to well completion if hydrocarbons are found in sufficient quantities, (3) production, which is the process of extracting the hydrocarbons and separating the mixture of liquid hydrocarbons, gas, water, and solids, removing the constituents that are non-saleable, and selling the liquid hydrocarbons and gas and, finally, (4) site abandonment which involves plugging the well(s) and restoring the site when a recently-drilled well lacks the potential to produce economic quantities of oil or gas, or when a production well is no longer economically viable for production. The oil and gas division of De Raj Group provides a high quality, comprehensive and cost effective solution for the monetization of oil and gas fields. The clients of the oil and gas division of De Raj Group AG are National Oil Companies ( NOC s ), companies having stakes in oil fields as well as other technological enterprises. The division is strategically placed with a full range of assets ranging from jack-up rigs (a type of mobile platform that consists of a buoyant hull fitted with a number of movable legs, capable of raising its hull over the surface of the sea ( Jack-up Rigs )), drilling equipment, processing equipment and marine equipment which are capable of handling offshore oil and gas extraction and production for so called green fields (i.e. oil and gas fields that have not been developed yet and thus have no existing infrastructure), brown fields (i.e. oil and gas fields that have already been developed and thus have to be built around an existing infrastructure) and marginal fields (i.e. oil and gas fields located in remote locations with little or no infrastructure and of a size or nature that often makes it impossible to predict with certainty the amount or composition of recoverable hydrocarbons in place). The business concept of the oil and gas division of De Raj Group is to enter into agreements on the deployment of its oil rigs in oil and gas fields. Oil rigs consist of the platform, i.e. the jack-up rigs, and the topside construction on the jack-up rigs, i.e. the topside equipment: The buoyant hull of the Jack-up rigs enables transportation of the unit and all attached machinery to a desired location. Once on location the hull is raised to the required elevation above the sea surface supported by the sea bed. The legs of such units may be designed to penetrate the sea bed, may be fitted with enlarged sections or footings, or may be attached to a bottom mat. De Raj Group currently holds five Jack-up Rigs. Furthermore, De Raj Group holds and leases as lessor the production facilities which are installed on the upper part of the oil rigs, e.g. the oil production plant, the accommodation block and the drilling rig (also referred to as Topside Equipment ). Moreover, the lease agreements entered into by De Raj Group may also contain not only the lease of the equipment but also the obligation to operate and maintain the oil rig during the term of its deployment (so called wet lease ). To fulfill the obligations for the operation and maintenance, De Raj Group may employ its own employees but also assigns an agency employed work force with this task. The oil and gas division of De Raj Group AG comprises of four companies each having its own function: 1. Gryphon Energy (SEA) Sdn. Bhd employs the vast majority of the labour workforce and functions as management arm of the oil and gas projects and general operations and enters into contracts with the clients, namely National Oil Companies ( NOC s ). 2. Hummingbird Energy (L) Inc. owns and leases the Topside Equipment. 3. Condor Energy (L) Inc. owns the Jack-up Rigs while they are not deployed in oil or gas fields. 4. De Raj Energy Sdn Bhd holds the patents of the oil and gas division of the De Raj Group The main market catchment area for the oil and gas division of the De Raj Group comprises of South East Asia, Central Asia and the Middle East. However, the division has also participated in market surveys, expression of interests and prequalifications for NOC s and stakeholders from Europe and West Africa. German Power Division

9 - 9 - B.4a Most significant recent trends affecting the issuer and the industry in which it operates. Gaea Power GmbH, a subsidiary of the Company, is the owner of 13 combined heat and power plants ( CHP plants ) spread throughout Viersen, Straelen and Geldern, Germany. These CHP plants generate electricity, which is fed into the public power grid, and heat, which is delivered to nearby greenhouses. The CHP plants can be categorized into three groups based on their capacity of 330kW, 363kW and 400kW. The majority of the units owned by Gaea Power GmbH has a capacity of 400kW. However, only six CHP plants are currently in operation. Further seven units are currently not in operation due to ongoing modification works. The Group expects the recommissioning of three of these plants in fall Gaea Power GmbH does not operate the CHP plants itself, but leases them to five companies in the legal form of a German Unternehmergesellschaft (mit beschränkter Haftung), namely Rocky Kraft Unternehmergesellschaft (mit beschränkter Haftung), Freya Kraft Unternehmergesellschaft (mit beschränkter Haftung), Kilat Kraft Unternehmergesellschaft (mit beschränkter Haftung), Vision Kraft Unternehmergesellschaft (mit beschränkter Haftung) and Sutra Kraft Unternehmergesellschaft (mit beschränkter Haftung) which operate the plants and pay a monthly rent to Gaea. All CHP plants owned by Gaea Power GmbH are fired with palm oil and benefit from the promotion of renewables energies in Germany according to the Renewables Energies Act (Erneuerbare-Energien-Gesetz EEG ). Currently, the German power division of De Raj Group is active in the territory northeast of Duesseldorf and close to the Dutch border, namely in Viersen, Geldern and Straelen. Since 31 December 2016, the effective date of the latest audited annual financial statement, the overall global economic outlook remains strong and the cyclical recovery continues. While there has been a better than expected growth rate in Malaysia, the growth in Indonesia has stalled in Oil prices have receded, reflecting strong inventory levels in the United States and a pickup in supply. However, Brent Crude Oil prices rose in recent weeks due to developments related to Hurricanes Harvey and Irma, as well as higher refinery demand in Europe and Asia. Since 31 December 2016, the following circumstances have occurred, which were of major relevance for the Company and De Raj Group: In February and June 2017, the companies of the oil and gas division of the De Raj Group entered into agreements for the deployment of an oil rig offshore Indonesia which constitute the main sources of revenue for De Raj Group at the moment. In April 2017, the loan facility granted for the financing of the business activities of the oil and gas division of De Raj Group was successfully restructured by way of a restructuring agreement with the bank granting the facility. In July 2017, the German power division of De Raj Group entered into several lease agreements on its combined heat and power plants. In October 2017, Alexander Arjun de Raj assigned a loan in the amount of EUR 3,810,000.00, which was granted to Gaea Power GmbH, to De Raj Group AG which was subsequently waived by De Raj Group AG. Finally, in October 2017 the shares in the other companies of the De Raj Group were contributed to the Company, partly by way of a capital increase against contribution in kind and partly by way of a contribution into the capital reserves of the Company, whereby the De Raj Group was formed. Furthermore, it is to be noted that some of the companies of De Raj Group acquired assets, i,e. Jack-up Rigs and patents, shortly before the contribution of their shares into the Company. One of the most significant developments for the De Raj Group since 31 December 2016, is the increase in the day-rates for the BOSS-1 oil rig, deployed in Indonesia and operated by De Raj Group from around USD 36,027 per day to USD 52,000 per day from 20 February 2017 on. This reflects the positive mood of the Oil & Gas industry in general and South East Asian prospects in particular. The Group had also undertaken significant cost saving measures, especially in the area of Operations and Maintenance of the assets, to cope with the negative price cycle, which are resulting in enhanced profitability now. De Raj Group is of the opinions that it has proven itself in the South East Asia region to be a cost effective and an expedient contract partner. The next plan of action is to market these technologies to a wider global market. De Raj Group expects a serious upturn and to have at least four rigs in operations

10 B.5 Description of the group and the issuer s position within the group. by year 2019 whereby the time gap is caused by the current requirement for customisation and refurbishment of the oil rigs at qualified shipyards. De Raj Group aims to expand rapidly its power generation portfolio in Germany, based on a proven and cash flow positive business model by The German Power division will also opportunistically expand horizontally and vertically in Germany, i.e. into grid supportive and utility bankrolled large energy storage facilities and technologies. Besides expanding its existing business, De Raj Group generally also observes the markets to validate potential further business opportunities and worthwhile chances to extend its business to further business sectors in the future, namely investments in conventionally generated power in the Middle East markets and supportive infrastructure. De Raj is the parent company of the De Raj Group. De Raj holds shares in the following five companies, Gryphon Energy (SEA) Sdn Bhd, Hummingbird Energy (L) Inc, Condor Energy (L) Inc, De Raj Energy Sdn Bhd and Gaea Power GmbH. Currently, the Company acts as a holding and service company. The essential functions of the Company are the management of the De Raj Group and the procurement of financing and equity. In the future, it cannot be ruled out that the Company will also extend its activities beyond its function as a holding and service company and may also assume operational tasks itself. However, there are no definitive plans to do so at the date of this prospectus. 100% German Power Division De Raj Group AG (Germany) Gaea Power GmbH (GER) 100% 100% 100% 100% Gryphon Energy (SEA) Sdn Bhd (Malaysia) Hummingbird Energy (L) Inc (Labuan) Condor Energy (L) Inc (Labuan) De Raj Energy Sdn Bhd (Malaysia) Oil & Gas Division B.6 Persons who, directly or indirectly, have a (notifiable) interest in the issuer s capital or voting rights. According to the Company s information, as of the date of this Prospectus, the following persons, directly or indirectly, have a notifiable interest in the Company s capital and voting rights:

11 Shareholder Alexander Arjun De Raj Kuala Lumpur, Malaysia Nicholas Arnand De Raj Kuala Lumpur, Malaysia Renata Anita De Raj Kuala Lumpur, Malaysia Nagendran C Nadarajah Kuala Lumpur, Malaysia Lexanda International Limited Singapore Maya Terang Sdn. Bhd. Kuala Lumpur, Malaysia Number of Shares (and Proportion) of Voting Rights held directly 6,125,000 (17.5%) 6,125,000 (17.5%) 6,125,000 (17.5%) 6,125,000 (17.5%) 3,500,000 (10%) 1,750,000 (5%) Free Float 5,250,000 (15%) Total 35,000,000 (100%) * No attribution of shares by other companies Number of Shares (and Proportion) of Voting Rights attributed by other companies 3,500,000 (10%) attributed by Lexanda International Limited Singapore Total number (and Proportion) of shares and voting rights held directly and attributed by other companies 9,625,000 (27.5%) None * 6,125,000 (17.5%) None * 6,125,000 1,750,000 (5 %) attributed by Maya Terang Sdn. Bhd.,Kuala Lumpur, Malaysia (17.5%) 7,875,000 (22.5 %) None * 3,500,000 (10 %) None * 1,750,000 (5 %) None * 5,250,000 5,250,000 (15%) (15%) Different voting rights. Direct or indirect control over the issuer and nature of such control. B.7 Selected key historic financial Not applicable. Each share in the Company carries one vote at the Company s shareholders meeting. There are no different voting rights and no restrictions on voting rights. The members of the De Raj Family hold directly and indirectly 85 % of the shares and voting rights in the Company in total. However, no individual shareholder holds directly and/or indirectly more than 50 % of the shares or voting rights in the Company. Furthermore, the Company is not aware that members of the De Raj Family and/or other direct and/or indirect shareholders of the Company coordinate their behaviour in view of the Company by way of an agreement or otherwise. Thus, the Company is not controlled by any of its shareholders. The following selected financial information for the company Hummingbird Energy (L) Inc for the fiscal years ended 31 December 2014, 31 December 2015 and 31 December 2016, for the company Gryphon Energy (SEA) Sdn Bhd for the fiscal years ended 31

12 information. December 2016 and for De Raj Group AG for the fiscal years ended 31 December 2015 and 31 December 2016 summarised below has been extracted or derived from the audited financial statements of Hummingbird Energy (L) Inc (IFRS), Gryphon Energy (SEA) Sdn Bhd (IFRS) and De Raj Group AG (HGB) for the respective fiscal years and the internal accounting records or management reporting systems. The selected unaudited interim financial information from the abbreviated Profit and Loss Statement for the period from 1 January 2017 until 30 June 2017 and from the abbreviated Balance Sheet as of 30 June 2017 of Hummingbird Energy (L) Inc, Gryphon Energy (SEA) Sdn Bhd and De Raj Group AG has been extracted or derived from the internal accounting records or management reporting systems of the respective companies. The IFRS applied to the financial statements of the Malaysian companies Hummingbird Energy (L) Inc and Gryphon Energy (SEA) Sdn Bhd are in accordance with the IFRS as adopted by the European Union. Where financial information in the following tables is labelled audited, this means that it was extracted from the audited financial statements of Hummingbird Energy (L) Inc (IFRS), Gryphon Energy (SEA) Sdn Bhd (IFRS) and De Raj Group AG (HGB) referred to above. Where financial information in the following tables is labelled unaudited, this means that it was extracted or derived from the internal accounting records or management reporting systems of companies of De Raj Group or is based on calculations of financial information from the above mentioned sources. Where financial information in the following tables is labelled IFRS, this means that the IFRS applied in the respective financial statements were applied in accordance with the IFRS as adopted in the European Union. All figures presented in this section are rounded to the nearest one decimal place. Because of this rounding, the figures shown in the tables do not in all cases add up exactly to the respective totals given. Selected Financial Information of Hummingbird Energy (L) Inc Selected Financial Information from the Profit and Loss Statement of Hummingbird Energy (L) Inc HUMMINGBIRD ENERGY (L) INC (Incorporated in Federal Territory of Labuan, Malaysia ) STATEMENT OF PROFIT AND LOSS < IFRS, Audited Figures > USD USD USD Revenue Cost of Sales ( ) ( ) ( ) Net rental income Administrative expenses ( ) ( ) ( ) Other Income Other operating expenses Total other operating income and expenses 7 51 Income from the disposal of Properties - - Expenses in connection with the disposal of Properties Result from the disposal of properties - - Valuations gains from properties Impairment loss from properties Valuations results Operation result

13 Result from at equity-accounted investments Interest income Finance Costs ( ) ( ) ( ) Minority interests Financial result ( ) ( ) ( ) Net Profits/ (Loss) Selected Financial Information from the Balance Sheet of Hummingbird Energy (L) Inc HUMMINGBIRD ENERGY (L) INC (Incorporated in Federal Territory of Labuan, Malaysia ) STATEMENT OF FINANCIAL POSITION < IFRS, Audited Figures > USD USD USD Assets Non Current Assets Intangible assets Plant and Equipment Inventories + Investment in an associated company Total non-current assets Current assets Trade receivables Income tax receivables Other receivables and deposits Amount owed by Holding Company + Amount owing by related companies + Amount owing by related parties Cash and bank balances Total current assets Total Assets Equity and liabilities Equity

14 Share capital Share premium Revaluation reserve Retained profits Treasury Shares Total shareholders' equity Non current liabilities Minority interests Financial liabilities Derivative financial instruments Other liabilities Total non-current liabilities Current liabilities Provisions Term Loan Trade Payable Accruals + Amount owing to Holding Company + Amount owing to related companies + Amount owing to related parties + Amount owing to a director + Provision for taxation Total current liabilities Total shareholders' equity and liabilities Selected Financial Information from the Cash-Flow Statement of Hummingbird Energy (L) Inc HUMMINGBIRD ENERGY (L) INC (Incorporated in Federal Territory of Labuan, Malaysia ) STATEMENT OF CASH < IFRS, Audited Figures > FLOWS USD USD USD CASH FLOWS FROM/(FOR) OPERATING ACTIVI- TIES Profit before taxation: Adjustments for: Depreciation of plant and

15 equipment Interest expenses Unrealised foreign exchnage - ( ) - gain Operating profit before working capital changes Decrease in inventories (Increase)/decrease in other (348) ( ) receivables and deposits Increase/(decrease) in trade 336 ( ) payables Increase/(decrease) in accruals (10.475) 771 Decrease in amount owing by holding company ( ) Decrease in amount owing to ( ) - ( ) related company Decrease/(increase) in amount owing ( ) by related company Decrease in amount owing to related parties - ( ) - CASH FROM/(FOR) OPE ( ) RATIONS Interest paid ( ) ( ) ( ) Income tax paid (4.906) (6.552) (6.552) NET CASH FROM/(FOR) OPERAT- ING ACTIVITIES ( ) CASH FLOWS FOR INVEST- ING ACTIVITIES Decrease/(Increase) in restricted ( ) - bank balances Investment in associate - (40.012) - Purchase of plant and equipment - - ( ) (Advances to)/ Repayments ( ) from related companies Advances to related parties ( ) (106) - Adjustment of plant and equipment due to price adjustment NET CASH FOR INVESTING ACTIVITIES ( ) ( ) ( ) CASH FLOWS (FOR)/FROM FINANCING ACTIVITIES Drawdown of term loan Dividends paid - - ( ) Repayment of term loans ( ) ( ) ( ) Repayment to holding company ( ) (Repayments to)/advances ( ) from related companies Advance from related parties ( ) Repayment to a director (46.076) ( ) NET CASH (FOR)/FROM FINANC- ING ACTIVITIES NET INCREASE/ (DECREASE) IN CASH AND BANK ( ) (707) 1.705

16 BALANCES CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR CASH AND CASH EQUIVA- LENTS AT END OF THE FINANCIAL YEAR REPRESENTED BY: CASH ON HAND CASH AT BANKS Selected Financial Information from the abbreviated Profit and Loss Statement for the period from 1 January 2017 until 30 June 2017 and from the abbreviated Balance Sheet as of 30 June 2017 of Hummingbird Energy (L) Inc STATEMENT OF PROFIT AND LOSS 1 January until 30 June 2017 (Unaudited) 1 January until 30 June2016 (Unaudited) EUR EUR Revenue Cost of sales ( ) ( ) Gross profit Other income Administrative expenses ( ) (47.228) Finance costs ( ) ( ) Profit / (Loss) before taxation Tax expense (3.957) (4.419) Profit / (Loss) for the year Balance Sheet as of 30 June 2017 and 31 December June 2017 EUR (unaudited) 31 December 2016 EUR (audited) Fixed 47,792,583 56,391,635 Assets Current 6,790,557 15,088,141 Assets Current 11,434,902 22,164,302 Liabilities Long 23,741,794 30,329,310 Term Liabilities Retained Earnings / (Losses) 16,780,623 16,134,994 Selected Financial Information of Gryphon Energy (SEA) Sdn Bhd Selected Financial Information from the Profit and Loss Statement for the Period from 26 November 2015 until 31 December 2016 RM (=Malaysian Ringgit) (IFRS, audited) OTHER INCOME 103,000 ADMINISTRATIVE EXPENSES (125,174) OTHER EXPENSES (152,371) LOSS/TOTAL COMPREHENSIVE EXPENSES FOR THE FINANCIAL PERIOD (174,545) LOSS/TOTAL COMPREHENSIVE EXPENSES

17 FOR THE FINANCIAL PERIOD ATTRIBUTABLE TO:- Owners of the Company (174,545) Selected Financial Information from the Profit and Loss Statement for the Period from 1 January 2017 until 30 June 2017 GRYPHON ENERGY (SEA) SDM BHD (Incorporated in Malaysia) STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDING 30 JUNE Management Account 1 January 2017 until 2017 (Unaudited) keur Management Account 1 January 2016 until 2016 (Unaudited) keur Revenue Cost of sales (4.554) - Gross profit Other income - - Administrative expenses (666) (0.80) Finance costs - - Profit / (Loss) before taxation 269 (0.80) Tax expense - - Profit / (Loss) for the year 269 (0.80) Difference from Currency translation (8) Total comprehensive income for the financial year 261 Selected Financial Information from the Balance Sheet as of 31 December 2016

18 ASSET RM (IFRS, audited) CURRENT ASSETS Prepayments 93,860 Amount owing by related companies 827,418 Bank balances 4,240 TOTAL ASSET 925,518 EQUITY AND LIABILITY EQUITY Share Capital 1,000,000 Accumulated loss (174,545) TOTAL EQUITY 825,455 CURRENT LIABILITIES Other payables and accruals 93,656 Amount owing to a director 6,407 TOTAL LIABILITY 100,063 TOTAL EQUITY AND LIABILITY 925,518 Selected Financial Information from the Balance Sheet as of 30 June 2017 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017 and 31 December 2016 Management Management Account Account 30 June December 2016 keur keur (audited) (Unaudited) Fixed Asset - - Current Assets Current Liabilities (80) Long Term Liabilities - - Retained Earnings/ (Losses) 224 (80) Selected Financial Information from the Cash-Flow Statement for the Period from 26 November 2015 until 31 December 2016

19 RM (IFRS, audited) CASH FLOWS FOR OPERATING ACTIVITIES Loss for the financial period (174,545) Working capital changes:- Increase in prepayments (93,860) Increase in other payables and accruals 93,656 NET CASH FOR OPERATING ACTIVITIES (174,749) NET CASH FOR INVESTING ACTIVITY Advances to a related party (827,418) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of ordinary shares 1,000,000 Advances from a director 6,407 NET CASH FROM FINANCING ACTIVITIES 1,006,407 NET MOVEMENT IN CASH AND BANK BALANC- ES/CASH AND BANK BALANCES AT END OF THE FINANCIAL PERIOD 4,240 Selected Financial Information of De Raj Group AG Selected Financial Information from the Profit and Loss Statement of De Raj Group AG De Raj Group AG (Cologne, Germany ) STATEMENT OF PROFIT AND LOSS 1 HY EUR (unaudited) EUR (HGB, audited) EUR (HGB, audited) Revenue Cost of Sales Net rental income Administrative expenses Other Income Other operating expenses Total other operating income and expenses Income from the disposal of Properties Expenses in connection with the disposal of Properties Result from the disposal of - properties

20 Valuations gains from properties Impairment loss from properties Valuations results Operation result Result from at equity-accounted investments Interest income Finance Costs Minority interests Financial result Net Profits/ (Loss) Selected Financial Information from the Balance Sheet of De Raj Group AG De Raj Group AG (Cologne, Germany) STATEMENT OF FINANCIAL POSITION 1 HY Assets EUR (unaudited) EUR (HGB, audited) EUR (HGB, audited) Non-Current Assets Intangible assets Plant and Equipment Inventories + Investment in an associated company Total non-current assets Current assets Trade receivables Income tax receivables Other receivables and deposits Amount owed by Holding Company + Amount owing by related companies + Amount owing by related parties Cash and bank balances 50, , , Total current assets 50,000,00 50, , Total Assets 50,000,00 50, ,000.00

21 Equity and liabilities Equity Share capital 50, , , Share premium Revaluation reserve Retained profits Treasury Shares Total shareholders' equity 50, , , Non current liabilities Minority interests Financial liabilities Derivative financial instruments Other liabilities Total non-current liabilities Current liabilities Provisions Term Loan Trade Payable Accruals + Amount owing to Holding Company + Amount owing to related companies + Amount owing to related parties + Amount owing to a director + Provision for taxation Total current liabilities Total shareholders' equity and liabilities 50, , , Selected Financial Information from the Cash-Flow Statement of De Raj Group AG De Raj Group AG (Cologne, Germany) STATEMENT OF CASH FLOWS CASH FLOWS FROM/(FOR) OPERATING ACTIVITIES 1 HY EUR (unaudited) EUR (HGB, audited) EUR (HGB, audited) Profit before taxation: Adjustments for:

22 Depreciation of plant and equipment Interest expenses Unrealised foreign exchnage gain Operating profit before working capital changes Decrease in inventories (Increase)/decrease in other receivables and deposits Increase/(decrease) in trade payables Increase/(decrease) in accruals Decrease in amount owing by holding company Decrease in amount owing to related company Decrease/(increase) in amount owing by related company Decrease in amount owing to related parties CASH FROM/(FOR) OPE RATIONS Interest paid Income tax paid NET CASH FROM/(FOR) OPERAT- ING ACTIVITIES CASH FLOWS FOR INVEST- ING ACTIVITIES Decrease/(Increase) in restricted bank balances Investment in associate Purchase of plant and equipment (Advances to)/ Repayments from related companies Advances to related parties Adjustment of plant and equipment due to price adjustment NET CASH FOR INVESTING ACTIVITIES CASH FLOWS (FOR)/FROM FINANCING ACTIVITIES Drawdown of term loan Dividends paid Repayment of term loans Repayment to holding company (Repayments to)/advances from related companies Advance from related parties Repayment to a director NET CASH (FOR)/FROM FINANC- ING ACTIVITIES NET INCREASE/ - - -

23 (DECREASE) IN CASH AND BANK BALANCES CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR CASH AND CASH EQUIVA- LENTS AT END OF THE FINANCIAL YEAR REPRESENTED BY: CASH ON HAND CASH AT BANKS Selected Financial Information from the abbreviated Profit and Loss Statement for the period from 1 January 2017 until 30 June 2017 and from the abbreviated Balance Sheet as of 30 June 2017 of De Raj Group AG STATEMENT OF PROFIT AND LOSS 1 January until 30 June January until 30 June 2016 EUR (unaudited) Revenue - - Cost of sales - - Gross profit - - Other income - - Administrative expenses - - Finance costs - - Profit / (Loss) before taxation - - Tax expense - - Profit / (Loss) for the year - - EUR (unaudited) Balance Sheet as of 30 June 2017 and 31 December June 2017 EUR (unaudited) 31 December 2016 EUR (HGB, audited) Fixed Assets - - Current Assets 50, , Current Liabilities - - Long Term Liabilities - - Retained Earnings / (Losses) - - B.8 Selected Pro- Forma key Financial Information There has been a significant change to the Company s financial condition and operating results subsequent to the period covered by the historical key financial information above due to the fact that the Company acquired the shares in its subsidiaries and the De Raj Group was formed. The description of the impact is the subject matter of the selected pro-forma consolidated financial information for De Raj Group below under B.8. In October 2017, De Raj has acquired shares in the companies Gryphon Energy (SEA), Hummingbird Energy (L) Inc, De Raj Energy Sdn Bhd, Condor Energy (L) Inc and Gaea Power GmbH whereby the now existing De Raj Group was formed. Furthermore, in October 2017, i.e. shortly before the aforementioned acquisition of shares, the company De Raj Energy Sdn Bhd acquired patents and the company Condor Energy (L) Inc acquired five Jack-up Rigs (the aforementioned transactions in the following referred to as Formation of De Raj Group ). On the basis of the Formation of De Raj Group and the respective acquisitions, De Raj has prepared pro-forma consolidated profit and loss statements for the period from 1 January 2016 to 31 December 2016 and for the period from 1 January 2017 to 30 June 2017 as well as a pro-forma balance sheet as of 30 June 2017 and supplemented these with pro-forma notes (hereafter collectively referred to as the Pro-Forma Consolidated Financial

24 Information ). The purpose of the Pro-Forma Consolidated Financial Information is to present the material effects the Formation of De Raj Group would have had on hypothetical consolidated financial statements of De Raj if the acquisitions which took place in the context of the Formation of De Raj Group had been a part of the De Raj Group throughout the entire fiscal year ended 31 December 2016 and the six months period ended 30 June Thereby, the reference to De Raj Group in the period from 1 January 2016 until 30 June 2017 has to be understood as hypothetical as there had been no De Raj Group during that period due to the fact that De Raj Group only came into existence upon the Formation of De Raj Group. The pro-forma consolidated profit and loss statements for the period from 1 January 2016 to 31 December 2016 and for the period from 1 January 2017 to 30 June 2017 were prepared based on the assumption that the acquisitions took place as of 1 January The Pro- Forma Consolidated Financial Information has been prepared for illustrative purposes only. Because of its nature, the Pro-Forma Consolidated Financial Information describes only a hypothetical situation and since it contains assumptions and uncertainties, the presentation does not reflect the actual net assets, financial position and results of operations of the De Raj Group as of any historical date nor does it project the future development of the net assets, financial position and results of operations of De Raj Group. The Pro-Forma Consolidated Financial Information is only meaningful in conjunction with the historic information of De Raj, Hummingbird Energy (L) Inc and Gryphon Energy (SEA) Sdn Bhd contained in the section Financial Information in this prospectus. The Pro-Forma Consolidated Financial Information was prepared in accordance with the rules of the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer (IDW)) for preparing pro-forma financial information (IDW Accounting Practice Statement: Preparation of Pro-Forma Financial Information (IDWAcPS AAB 1.004) (IDW Rechnungslegungs-hinweis: Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1.004)) and in accordance with the IFRS as adopted by the European Union. All figures presented in this section are rounded to the nearest one decimal place. Because of this rounding, the figures shown in the tables do not in all cases add up exactly to the respective totals given.

25 De Raj Group AG Cologne, Germany STATEMENT OF FINANCIAL POSITION (Pro Forma) 30 June Dec 2016 EUR EUR Assets Non Curret Assets - - Property, Plant and Equipment Other receivable and assets Total non-current assets Current assets Trade receivables Inventories Other receivables and assets Amount owing by related companies Cash and cash equivalents Total current assets Total Assets Equity and liabilities Equity Share capital Capital reserve Reverse Acquisition reserve ( ) ( ) Reserve from currency translation Retained earnings Profit for the period Total shareholders' equity Non current liabilities Liabilities to banks Liabilities to shareholders 12 ( ) Total non-current liabilities ( ) Current liabilities Amount owing to directors or related parties Liabilities to banks Trade payables Accrued expenses and Provisions Other current and financial liabilities ( ) Total current liabilities ( ) Total shareholders' equity and liabilities B.9 Profit forecast and estimate. B.10 Qualifications in the audit report on the historical financial information. B.11 Insufficiency of the issuer s work- Not applicable. The Company has not issued a profit forecast or estimate. Not applicable. The auditor s reports on the historical financial information included in this prospectus have been issued without qualification. Not applicable. The Company believes that the De Raj Group has sufficient working capital to be able to settle its liabilities as they fall due at least for the next twelve months.

26 ing capital for its present requirements. C - Securities C.1 Type and class of the securities admitted to trading. Security identification number. Trading Trading Symbol: DRJ Symbol. C.2 Currency. Euro. C.3 The number of shares issued and fully paid. Notional value. C.4 A description of the rights attached to the securities. C.5 A description of any restrictions on the free transferability of the securities. C.6 Application for admission to trading on a regulated market identity regulated markets where and of the securities are to be traded. C.7 Dividend policy. D - Risks D.1 Key risks specific to Ordinary bearer shares with no par value (Stückaktien), each representing a notional value of EUR 1.00 and full dividend entitlement from January 1, International Securities Identification Number (ISIN): DE000A2GSWR1 German Securities Code (Wertpapier-Kenn-Nummer): A2GSWR 35,000, bearer shares with no par value (Stückaktien) ( Shares ). The share capital has been fully paid up. Each of the Shares of the Company represents a notional share of EUR 1.00 in the Company s share capital. Each share in the Company carries one vote at the Company s shareholders meeting. There are no restrictions on voting rights. The Shares carry full dividend entitlement from January 1, Not applicable. The Company s Shares are freely transferable in accordance with the legal requirements for bearer shares. There are no prohibitions or restrictions on disposals with respect to the transferability of the Company s shares. The Company expects to apply for admission of the Shares to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), sub-segment General Standard. The listing approval is expected to be announced on 21 November Trading of the Shares on the Frankfurt Stock Exchange is expected to commence on 22 November Due to the fact that the Company was a shelf company and its business purpose was restricted to the administration of its own assets until August 2017, there have been no net retained earnings available for distribution for the abbreviated financial year 2015 and the full financial year Correspondingly, there was no distribution of dividends for the abbreviated financial year 2015 and the financial year The Company can make no predictions as to the size of future profits available for distribution, or whether distributable profits will be achieved at all. Hence the Company cannot guarantee that dividends will be paid in the future. Moreover, the results of operations as set out in the financial statements may not be necessarily indicative of the results that should be expected in the future or amounts of future dividend payments When considering whether to purchase shares of De Raj investors should take into account, along with carefully considering the other information contained within this Prospectus, the