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.
8 April 2015
Gulf Keystone Petroleum Ltd. (LSE: GKP)
("Gulf Keystone" or "the Company")
Results of Consent Solicitation
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 2 April 2015, Gulf Keystone, the operator of the world class Shaikan field in the Kurdistan Region of Iraq, today announces that it has successfully completed the consent solicitation to remove the book equity ratio covenant from the Trust Deed constituting the Notes and from the Conditions contained therein (the "Consent Solicitation").
Holders representing over 89% of the principal amount of Notes outstanding participated in the Consent Solicitation, with over 99% of votes cast in favour of the Proposed Amendments. The Extraordinary Resolution was therefore duly passed at the noteholder meeting which took place at 2.00 p.m. (London time) on 7 April 2015, and the Proposed Amendments have been implemented.
The Company will pay a consent fee of US$5.00 for each US$1,000 in principal amount of Notes to holders whose Consent was validly delivered prior to 3.00 p.m. (London time) on 2 April 2015 and accepted pursuant to the terms of the Consent Solicitation Memorandum.
The complete terms and conditions of the Consent Solicitation were 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"). 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 was made only pursuant to terms of the Consent Solicitation Memorandum.
Enquiries:
Gulf Keystone Petroleum: |
+44 (0) 20 7514 1400 |
Sami Zouari, CFO |
|
Anastasia Vvedenskaya, Head of Investor Relations |
|
|
|
|
|
Media Relations and Financial PR Adviser: |
+44 (0)20 7520 9266 |
Mark Antelme |
|
or visit: www.gulfkeystone.com
Notes to Editors:
· Gulf Keystone Petroleum Ltd. (LSE: GKP) is an independent oil and gas exploration and production company 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.
