Gulf Keystone Petroleum Ltd.
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.
2 April 2015
Gulf Keystone Petroleum Ltd. (LSE: GKP)
("Gulf Keystone" or "the Company")
Consent Solicitation Update
US$250 million 13.0 per cent. Guaranteed Notes due 2017
(Regulation S Notes: ISIN XS1056559245 / Common Code 105655924;
Rule 144A Notes: ISIN XS1056559088 / Common Code: 105655908)
(the "Notes")
Further to the Company's RNS of 12 March 2015, Gulf Keystone, the operator of the world class Shaikan field in the Kurdistan Region of Iraq, today announces that it has received confirmation that its Consent Solicitation has received the successful support of noteholders. The Consent Solicitation will expire at 3.00 p.m. (London time) on 2 April 2015.
Noteholders have submitted the requisite proxies to remove the book equity ratio covenant from the trust deed constituting the Notes (the "Trust Deed"), and the Company has agreed to the following terms: (i) retaining the Company's Debt Service Reserve Account at one year of scheduled interest payments for the Notes (instead of stepping down to six months of interest payments in October 2015); (ii) granting a security interest in favour of the holders of the Notes and the Company's 6.25 per cent. Convertible Bonds due 2017 (the "Convertible Bonds") over the shares of Gulf Keystone Petroleum International Limited, subject to negotiation of the terms of the security and intercreditor documentation; (iii) reducing certain of the Company's grace periods under the Trust Deed for certain events of default and including additional notifications to the Trustee; and (iv) beginning a dialogue with a committee of holders of the Notes if and when the Company's cash balance drops below US$50 million (including amounts in the Debt Service Reserve Account) for a period of five consecutive business days. Certain of the foregoing features will have to be formally approved at an additional meeting of holders of the Notes and if applicable the Convertible Bonds, to be called by the Company within 15 business days of the successful completion of the Noteholder Meeting scheduled for 7 April 2015. For the avoidance of doubt, the removal of the book equity ratio covenant is not subject to the result of such additional noteholder meetings and the Company expects the supplemental trust deed that will give effect to the removal of the book equity ratio covenant to be executed following the first noteholder meeting on 7 April 2015, subject to confirmation of the final results of the Consent Solicitation following its expiration.
The Placing of New Common Shares announced by the Company on 31 March 2015 is conditional on, inter alia, the consent from the holders of the Notes to the removal of the book equity ratio covenant from the Trust Deed.
The other terms and conditions of the Consent Solicitation remain unchanged. The complete terms and conditions of the Consent Solicitation are described in the Consent Solicitation Memorandum dated 12 March 2015 issued by the Company, as supplemented by the Supplements dated 24 March 2015 and 30 March 2015 (together, the "Consent Solicitation Memorandum"), copies of which may be obtained by contacting D.F. King Limited, the information and tabulation agent for the Consent Solicitation, as set out below. Additional information concerning the Consent Solicitation may be obtained by contacting the solicitation agents.
Capitalised terms have the meanings assigned to them elsewhere in this release or in the Consent Solicitation Memorandum, as applicable.
This RNS is for informational purposes only, and the Consent Solicitation is being made only pursuant to terms of the Consent Solicitation Memorandum. The Consent Solicitation is not being made to, and Consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such solicitation or grant such Consent. None of the Company, the guarantor of the Notes, the solicitation agents, the information and tabulation agent or the trustee under the Trust Deed makes any recommendation as to whether or not holders of Notes should deliver any Consents. Each holder of Notes must make its own decision as to whether or not to deliver a Consent.
Further Information
A complete description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Memorandum. Further details about the transaction can be obtained from:
The Solicitation Agents
Deutsche Bank AG, London Branch
Tel: +442075476153
Tel: +442075473693
Email: [email protected]
Perella Weinberg Partners UK LLP
Tanguy Riviere
Tel: +44 20 7268 2874
Email: [email protected]
Yue Zhou
Tel: +44 20 7268 2844
Email: [email protected]
Requests for assistance in completing and delivering the electronic voting instructions or requests for copies of the Consent Solicitation Memorandum and other related documents should be directed to the Information and Tabulation Agent:
Information and Tabulation Agent
D.F. King Limited
85 Gresham Street
London EC2V 7NQ
United Kingdom
Tel: +44-20-7920-9700
Email: [email protected]
Enquiries:
Gulf Keystone Petroleum: |
+44 (0) 20 7514 1400 |
Sami Zouari, CFO |
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Anastasia Vvedenskaya, Head of Investor Relations |
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Media Relations and Financial PR Adviser: |
+44 (0)20 7520 9266 |
Mark Antelme |
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or visit: www.gulfkeystone.com
Notes to Editors:
· Gulf Keystone Petroleum Ltd. (LSE: GKP) is an independent oil and gas exploration with operations in the Kurdistan Region of Iraq.
· Gulf Keystone Petroleum International (GKPI) holds Production Sharing Contracts for four exploration blocks in Kurdistan, 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% and is partnered with MOL Kalegran Limited (a 100% subsidiary of MOL Hungarian Oil and Gas plc.) and Texas Keystone Inc., which have working interests of 20% and 5% respectively.
· Gulf Keystone plans to move into the large-scale phased development of the Shaikan field targeting 100,000 bopd of production capacity during Phase 1 of the Shaikan Field Development Plan.
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.
