Share Issue, Exercise of Options, Director Dealing

Not for release, publication or distribution in or into the United States or jurisdictions other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws of such jurisdiction.

 

 

 

26 February 2013

 

Gulf Keystone Petroleum Ltd. (AIM: GKP)

("Gulf Keystone" or "the Company")

 

Issue of common shares under the 2010 and 2011 Executive Bonus Schemes,

Exercise of Options and Director's dealing

 

Awards under the 2010 and 2011 Executive Bonus Schemes

 

Gulf Keystone announces today that at a Board meeting held on 25 February 2013 it was resolved to issue, in aggregate, 7,125,837 new common shares of USD 0.01 ("common shares") to Directors, employees and former employees in respect of awards due pursuant to and in accordance with the terms of the Company's 2010 and 2011 Executive Bonus Schemes ("Award Shares").

 

Share Subscription by the trustee of the Employee Benefit Trust

 

The trustee ("EBT Trustee") of the Company's Employee Benefit Trust ("EBT") indicated on 7 February 2013 that it wished to subscribe for a total of 6,459,169 new common shares at par to enable it generally to satisfy the award of 3,326,250 Award Shares in respect of the second instalment of awards due under the 2011 Executive Bonus Scheme and 3,132,919 Award Shares in respect of the final instalment of awards due under the 2010 Executive Bonus Scheme, at its discretion to Directors, employees and former employees, in line with the previous recommendations of the Independent Directors and the Remuneration Committee respectively (detailed in announcements of the 22 March 2012 and 7 February 2011).

 

Details of Directors receiving Award Shares, held subject to the discretion of the EBT Trustee, are set out below:

 

	Number of Award Shares to be issued in respect of the second instalment of awards made under the 2011 Executive Bonus Scheme	Number of Award Shares to be issued in respect of the final instalment of awards made under the 2010 Executive Bonus Scheme
Todd Kozel	1,459,167	1,488,334
John Gerstenlauer	291,833	297,667
Ewen Ainsworth	291,833	297,667

 

Executive Bonus Scheme Awards 2010

 

On 25 February 2013, the Board approved the direct issue (not through the EBT) of a further 666,668 common shares to enable the Company to effect the issue to Mehdi Varzi, a non-executive Director together with a former employee of, in aggregate, 666,668 Award Shares in respect of the final instalment of awards due under the 2010 Executive Bonus Scheme.  The direct award to Mehdi Varzi is as follows:

 

	Number of Award Shares to be issued directly
Mehdi Varzi	333,334

 

Mehdi Varzi has informed the Company that he intends to sell sufficient common shares to discharge his tax liabilities following such award.

 

Exercise of Options

 

The Company also announces that it has been notified by a Director, employees and a former employee of the exercise of options over 4,129,500 common shares under the Company's Share Option Plan at a price of 30 pence per share and 250,000 common shares at a price of 80.75 pence per share.  Consequently, the Board has approved the issue of, in aggregate, 4,379,500 common shares, raising gross proceeds of £1,440,725.

 

Details of the Director exercising options are set out below:

 

	Number of common shares to be issued on exercise of options	Option exercise price
Todd Kozel	3,000,000	30 pence per common share

 

Todd Kozel has informed the Company that he intends to sell 1,000,000 common shares following the exercise of the above options to meet the option exercise price and to discharge his tax liabilities arising from such exercise.

 

Director's dealing

 

Ewen Ainsworth informed the Company on 25 February 2013 that he and his wife, Mrs Angela Ainsworth, each sold 5,500 common shares on 25 February 2013 at a price of 192.3125 pence per common share to utilise their annual Capital Gains Tax Allowance.

 

Directors Interests in Shares

 

Following the issue of Award Shares under the 2011 and 2010 Executive Bonus Schemes, held subject to the discretion of the EBT Trustee, the exercise of options and the sale of common shares by Ewen Ainsworth and his wife, the interests of the Directors in the enlarged share capital of the Company are as follows:

 

	Common shares held directly	Interests in common shares held subject to the discretion of the EBT Trustee	% of enlarged issued share capital	Number of options over common shares under the Share Option Plan
Todd Kozel	3,166,667	8,088,337	1.27%	13,961,473
John Gerstenlauer	-	1,744,111	0.20%	4,792,295
Ewen Ainsworth	586,187*	2,152,444	0.31%	3,792,295
Ali Al- Qabandi	10,450,000	-	1.18%	1,000,000
Mehdi Varzi	911,542	-	0.10%	100,000
Lord Guthrie	-	-	-	250,000
Mark Hanson	-	-	-	250,000

 

*Includes 37,000 common shares owned beneficially by Mrs Angela Ainsworth.

 

Todd Kozel has informed the Company that, following the issue of the Award Shares to the EBT Trustee, he intends to request that the EBT Trustee considers releasing all of the 8,088,337 common shares then held in the EBT and to transfer such common shares at nil cost to his own account without any common shares being sold.

 

 

Application

 

Application will be made for admission of 11,505,337 new common shares to trading on AIM with effect from 5 March 2013.

 

Total voting rights

 

Following the issue of Award Shares relating to the 2011 and 2010 Executive Bonus Schemes and the issue of common shares on the exercise of options, the total issued share capital of Gulf Keystone will be 887,686,957 common shares. The Company does not hold any common shares in treasury and so the total number of voting rights in Gulf Keystone is 887,686,957.

 

The aforementioned figure of 887,686,957 common shares may be used by shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest, in the Company under the Company's Bye-Laws.

 

Enquiries:

 

Gulf Keystone Petroleum	+44 (0)20 7514 1400
Ewen Ainsworth, Finance Director
Anastasia Vvedenskaya, Investor Relations
Strand Hanson Limited	+44 (0)20 7409 3494
Simon Raggett/Rory Murphy/James Harris
Mirabaud Securities LLP	+44 (0)20 7878 3362
Peter Krens
Pelham Bell Pottinger	+44 (0)20 7861 3232
Mark Antelme/Henry Lerwill

 

or visit: www.gulfkeystone.com

 

Notes to Editors:

·    Gulf Keystone Petroleum Ltd. (AIM: GKP) is an independent oil and gas exploration and production company focused on exploration in the Kurdistan Region of Iraq.

·    The Company's shares have traded on the AIM market of the London Stock Exchange since listing on 8 September 2004.

·    Gulf Keystone Petroleum Limited is registered in Hamilton, Bermuda with further offices in Erbil, Kurdistan (Iraq), Algiers, Algeria and London, UK.

·    Gulf Keystone Petroleum International (GKPI) holds Production Sharing Contracts for four exploration blocks in Kurdistan, including the Shaikan, Sheikh Adi, Ber Bahr and Akri-Bijeel blocks.

·    GKPI is the Operator of the Shaikan Block, which is a major commercial discovery, with a working interest of 75 per cent and is partnered with Kalegran Ltd. (a 100 per cent subsidiary of MOL Hungarian Oil and Gas Plc.) and Texas Keystone Inc., which have working interests of 20 per cent and 5 per cent respectively.  Texas Keystone Inc. holds its interest in trust for Gulf Keystone, pending transfer of its interest to the Company.

 

Not for release, publication or distribution, directly or indirectly, in or into the United States or jurisdictions other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws of such jurisdiction.  This announcement (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States or jurisdictions other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws of such jurisdiction.  The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.  No public offering of the securities will be made in the United States.