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.
22 September 2016
Gulf Keystone Petroleum Ltd. (LSE: GKP)
("Gulf Keystone", "GKP", or "the Company")
US$250,000,000 13.0 per cent. Guaranteed Notes due 2017 (ISINs: Regulation S XS1056559245, Rule 144A XS1056559088) (the "Guaranteed Notes")
and
US$325,000,000 6.25 per cent. Convertible Bonds due 2017 (ISIN: XS0841237497, Common Code: 084123749) (the "Convertible Bonds")
Results of Scheme Meetings
Further to the Company's RNS of 2 September 2016, Gulf Keystone announces the results of the Scheme Meetings which took place today for holders of the Guaranteed Notes and the Convertible Bonds to consider and, if thought fit, approve the scheme of arrangement (the "Scheme") in connection with the Balance Sheet Restructuring Transaction (the "Restructuring") announced by the Company on 14 July 2016.
Holders of Guaranteed Notes representing US$248,600,000, or approximately 99% of the aggregate principal amount of Guaranteed Notes outstanding, were present and voted at the Scheme Meeting in respect of the Guaranteed Notes, of which 100% by value and 100% in number voted in favour of the Scheme.
118 holders of Convertible Bonds representing an aggregate principal amount of US$318,400,000, or approximately 98% of the aggregate principal amount of Convertible Bonds outstanding, were present and voted at the Scheme Meeting in respect of the Convertible Bonds, of which 117 in number holding US$318,200,000 (99.94% of the votes cast by value) voted in favour of the Scheme and 1 holding US$200,000 (0.06% of the votes cast by value) voted against the Scheme.
As a result, the Scheme was duly approved by the necessary majority of holders of the Guaranteed Notes and the necessary majority of holders of the Convertible Bonds.
The effectiveness of the Scheme is subject, inter alia, to the sanction of the Scheme by the High Court of Justice of England and Wales at the sanction hearing (the "Sanction Hearing") and, if sanctioned, the delivery of the office copy of the sanction order to the Registrar of Companies. The Sanction Hearing is expected to be held on 29 September 2016.
Capitalised terms used and not defined herein shall have the meanings set out in the Company's RNS of 2 September 2016.
D.F. King Limited acts as information agent in connection with the Scheme. Holders of Guaranteed Notes and/or Convertible Bonds with questions regarding the Scheme or the Scheme Meetings should contact:
For further information about the Restructuring, visit the Company's Restructuring microsite: http://www.gulfkeystone.com/restructuring
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Enquiries: |
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Gulf Keystone Petroleum: |
+44 (0) 20 7514 1400 |
Jón Ferrier, CEO |
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Sami Zouari, CFO |
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Anastasia Vvedenskaya, Head of Investor Relations |
+44 (0) 20 7514 1411 |
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Celicourt Communications: |
+44(0) 20 7520 9266 |
Mark Antelme |
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Jimmy Lea |
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Disclaimer
This communication and the information contained herein is not an offer of securities for sale. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or are exempt from registration thereunder. The Company has not registered and does not intend to register any of its securities under the Securities Act or to conduct a public offering in the United States or any other jurisdiction. 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.
