US$250 million debt financing

Not for release, publication or distribution, directly or indirectly, in whole or in part in or into the United States or any jurisdiction other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws or regulations of such jurisdiction.  This announcement (and the information contained herein) does not contain or constitute an offer to sell or the solicitation of an offer to purchase, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation or sale would constitute a contravention of the relevant laws or regulations of such jurisdiction.

 

 

9 April 2014

Gulf Keystone Petroleum Ltd. (LSE: GKP)

("Gulf Keystone" or "the Company")

 

US$250 million debt financing

 

 

Gulf Keystone is pleased to announce today that it has priced a debt offering of US$250 million.

 

The privately placed debt securities, offered in accordance with Reg S/144A to institutional investors in Europe, the US and Asia, consists of three-year senior unsecured notes carrying a coupon of 13% per annum and freely tradeable and detachable warrants relating to 40 million common shares in the Company.

 

Key terms of the notes and warrants are set forth in the tables below.

 

Notes

Issuer:	Gulf Keystone Petroleum Limited
Guarantor:	Gulf Keystone Petroleum International Limited
Issue Size:	U.S.$250,000,000
Trade Date:	8 April 2014
Issue Date:	17 April 2014 (T+7)
Maturity Date:	18 April 2017
Issue Price:	100 per cent. plus accrued interest, if any, from the Issue Date
Interest:	13.00 per cent. per annum
Interest Payment Dates:	18 April and 18 October, beginning on 18 October 2014
Denominations:	U.S.$200,000
Form of Notes:	Registered
Estimated Net Proceeds:	U.S.$240,000,000
Yield to Maturity:	13.00 per cent.
Redemption Provisions:         - First Call Date         - Make-whole call           - Redemption price               - Redemption with proceeds of equity            offering	18 October 2015 At any time prior to 18 October 2015 at a discount rate of the Treasury Rate plus 50 basis points Commencing: 18 October 2015: 106.50 per cent.                        18 April 2016: 103.25 per cent.                        18 October 2016: 100.00 per cent. Prior to 18 October 2015, up to 35 per cent. may be redeemed at 113.00 per cent. plus accrued and unpaid interest, provided that at least 65 per cent. of the original principal amount of Notes remains outstanding.
Change of Control	Put option at 101 per cent. of principal plus accrued and unpaid interest
Shaikan Block Asset Sale	Upon occurrence, put option at 105 per cent. of principal plus accrued interest until 18 October 2015; put option at the relevant redemption price thereafter
Book Equity Ratio Event	Put option at 101 per cent. of principal plus accrued and unpaid interest
Estimated fees, commissions and expenses:	U.S.$10,000,000
Use of Proceeds:	Finance the continued development of the Shaikan field, finance required cash commitments related to other fields in which the Guarantor has a participating interest and for general corporate purposes.
Governing Law:	English law
Listing:	The Issuer intends to apply for the Notes to be listed on the Official List of the Luxembourg Stock Exchange for trading on the EuroMTF market
Selling Restrictions:	EEA, Bermuda, Norway, UK, US
Clearing:	Regulation S: Euroclear, Clearstream 144A: Euroclear, Clearstream

 

Warrants

 

Issuer:	Gulf Keystone Petroleum Limited
Number of Warrants:	40,000,000
Exercise Price	U.S.169.907 cents (102.3535 pence)
Exercise Price Exchange Rate	U.S.$1.66 per £1.00 based on the Bloomberg Composite Rate on 7 April 2014
Warrants per Note:	32,000
Warrant Duration:	36 months
Form of Warrants:	Registered
Use of Proceeds at Exercise Price:	Finance the continued development of the Shaikan field, finance required cash commitments related to other fields in which the Guarantor has a participating interest and for general corporate purposes.
Governing Law:	English law
Listing:	The Issuer intends to apply for the Warrants to be listed on the Official List of the Luxembourg Stock Exchange for trading on the EuroMTF market
Selling Restrictions:	EEA, Bermuda, Norway, UK, US
Clearing:	Regulation S: Euroclear, Clearstream 144A: Euroclear, Clearstream

 

Enquiries:

 

Gulf Keystone Petroleum:	+44 (0) 20 7514 1400
Todd Kozel, Chief Executive Officer
Ewen Ainsworth, Finance Director
Anastasia Vvedenskaya, Investor Relations
Mirabaud Securities LLP	+44 (0) 20 7878 3362
Peter Krens
Bell Pottinger	+44 (0) 20 7861 3232
Mark Antelme / Henry Lerwill

 

or visit: www.gulfkeystone.com 

 

Disclaimer

 

This announcement contains certain forward-looking statements.  These statements are made by the Company's Directors in good faith based on the information available to them up to the time of their approval of this announcement but such statements should be treated with caution due to inherent uncertainties, including both economic and business factors, underlying such forward-looking information.  This announcement has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed.  This announcement should not be relied on by any other party or for any other purpose.

 

This communication and the information contained herein is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the company and its management, as well as financial statements. The company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States or any other jurisdiction. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the Company and its management, as well as financial statements. Copies of this communication are not being, and should not be, distributed in or sent into the United States.

 

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

 

This communication is distributed in any member state of the European Economic Area which applies Directive 2003/71/EC (this Directive together with any implementing measures in any member state, the Prospectus Directive) only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents.