Gold Cheers Corporation Limited entered into a transaction agreement to acquire Kuwait Energy plc from The Energy House Holding Company K.S.C.P. (KWSE:ENERGYH), Qatar First Bank L.L.C (Public) (DSM:QFBQ) and others for approximately $490 million on September 23, 2018. As per terms, transaction is to be implemented by way of a scheme of arrangement, however United Energy Group Limited (UEG), parent Company of Gold Cheers Corporation Limited may at any time before the financing satisfaction date elect to implement the transaction by way of a general offer in its absolute discretion, whereby Gold Cheers has conditionally agreed pay a base consideration of approximately $490 million for all the shares and an additional amount of up to approximately $160 million for the convertible shares (shares which may be issued pursuant to the terms of Kuwait Energy's convertible loans). As of March 20, 2019, Gold Cheers will now pay approximately $480 million. The consideration is subject to adjustment in certain circumstances and so the price per share paid at completion may be less or more than the anticipated price. Subject to Completion, Gold Cheers will assume the senior notes as a consequence of the transaction while Kuwait Energy will remain the issuer of the senior notes. A deposit of $15 million will be paid to escrow agent which will be applied towards consideration (if deal completes), or break-fee (if deal terminates) or else will be refunded to Gold Cheers in all other circumstances. Settlement agent will distribute the consideration. No later than December 31, 2018, Gold Cheers will procure aggregate amount of financing (approximately $650 million) by entering into one or more financing agreements where the availability of such financing to Gold Cheers is reasonably certain in terms of conditionality to funding; and/or obtain cash or cash equivalents on hand.

If deal gets terminated due to Gold Cheers then Kuwait Energy is entitled to receive break-fee of $25 million and if due to Kuwait Energy then Gold Cheers is entitled to receive break-fee of $25 million. It is Gold Cheers's intention to continue operating all of KE's subsidiary companies with KE's current management and employees. Transaction is subject to approval by shareholders of Kuwait Energy and Gold Cheers, approval at court meeting, scheme being sanctioned by the Court and receipt of the consents (regulatory authorities and third parties). The agreement has been unanimously approved by the Board of Directors of Kuwait Energy. The transaction has been approved by majority of shareholders of Kuwait Energy plc in the Extraordinary General Meeting held on December 19, 2018. On March 20, 2019, the transaction has been approved by the Royal Court of Jersey. The long stop date for the transaction is June 30, 2019. As of March 20, 2019, the transaction is expected to occur on or before March 22, 2019. Tudor, Pickering, Holt & Co. acted as financial advisor to Kuwait Energy. Computershare Jersey acted as settlement agent in the transaction. JPMorgan acted as the financial advisor while Chris McGaffin, Charlton Tse, Oliver Broomfield, James Feng, Nicholas Yeo, Pariya Rojtanongchai, Matthew Carey, Victoria Lang and Ashwini Ponnampalam of Slaughter and May acted as legal advisors to United Energy Group Limited, parent Company of Gold Cheers Corporation Limited. Tricor Secretaries Limited acted as registrar while Deloitte Touche Tohmatsu Hong Kong SAR acted as accountant for United Energy Group Limited, parent Company of Gold Cheers Corporation Limited. Michael Bloch and Richard Cranfield of Allen & Overy LLP acted as the legal advisor to Kuwait Energy. Aly El Shalakany and Mostafa El Zeky of Shalakany Law Office acted as legal advisors for United Energy Group, parent of Gold Cheers.

Gold Cheers Corporation Limited completed the acquisition of Kuwait Energy plc from The Energy House Holding Company K.S.C.P. (KWSE:ENERGYH), Qatar First Bank L.L.C (Public) (DSM:QFBQ) and others for approximately $480 million on March 21, 2019. Because the completion of the acquisition has occurred earlier than previously anticipated, the base consideration to be paid under the transaction has been modified and equates to a per share price of $1.46. Kuwait Energy announced the resignation of the entire Board of Directors of Kuwait Energy and the appointment of a new Board of Directors namely; Zhang Hongwei, Zhang Meiying, Zhu Junfeng, Song Yu and Lin Yang. The conditions to completion under the transaction agreement are satisfied.