2016 Staff Retention Plan

 

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.

 

 

13 December 2016

 

Gulf Keystone Petroleum Ltd. (LSE: GKP)

("Gulf Keystone" or "the Company")

 

2016 Gulf Keystone Petroleum Staff Retention Plan

 

Gulf Keystone Petroleum Ltd announces that pursuant to the 2016 Gulf Keystone Petroleum Staff Retention Plan (the "SRP"), on 12 December 2016 options over Common Shares were granted to the persons discharging managerial responsibilities ("PDMRs") listed below.

 

The SRP was approved by Gulf Keystone Petroleum Ltd shareholders at the Company's Annual General Meeting held on 8 December 2016 (the "AGM"). Full details of the SRP were set out in the Company's Notice of Annual General Meeting (available on the Company's website http://www.gulfkeystone.com/)

 

The following directors and PDMRs have been granted an award of options under the SRP:

 

Name	Position	Number of shares over which options granted
Nadzeya Kernoha	Financial Controller	175,000
Gabriel Papineau-Legris	Commercial Director	175,000
Marie Ross	Legal Director & Company Secretary	100,000
John Stafford	VP Operations	175,000

 

Options granted under the SRP take the form of a right to acquire Common Shares. The option exercise price is zero. No consideration is payable for the grant of an option. 

 

2016 Gulf Keystone Petroleum Value Creation Plan

 

Gulf Keystone Petroleum Ltd also announces that on 12 December 2016 Gulf Keystone Petroleum Limited awarded performance units under the 2016 Gulf Keystone Petroleum Value Creation Plan ("VCP") to the directors and PDMRs of the Company listed below.

 

The VCP was approved by Gulf Keystone Petroleum Limited shareholders at the AGM. Full details of the VCP were set out in the Company's Notice of Annual General Meeting (available on the Company's website www.gulfkeystonepetroleum.com/).

 

The following directors and PDMRs have been granted an award of performance units under the VCP:

 

Name	Position	Number of Performance Units
Jon Ferrier	Chief Executive	386,667
Sami Zouari	Chief Financial Officer	306,667
Nadhim Zahawi	Chief Strategy Officer	226,667

 

The award of performance units is based on a distribution of one third each during the first year and, thereafter, 40% for the CEO; 30% for the CFO and 20% for the CSO for the remainder of the Plan, with the remaining 10% available for future distribution subject to board decision.  No payment has been made for the grant of these awards and the performance units have no value at grant.  

 

Participants in the VCP have the opportunity to receive 8% of the total value created for shareholders above a Threshold Price determined at five Measurement Dates in a five year Measurement Period. Before any awards vest, which are granted as nil-cost options on conversion of any value created, a minimum level of Total Shareholder Return of 8% p.a. compound growth from the base price at each Measurement Date must be achieved. At each Measurement Date the aggregate value of all nil-cost options granted at previous Measurement Dates and at that Measurement Date shall not exceed $20million, the value of nil cost options for these purposes being the value at the Measurement Date in respect of which they were granted.

 

The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Gabriel Papineau-Legris
2	Reason for the notification
a)	Position/status	Commercial Director
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gulf Keystone Petroleum Limited
b)	LEI	n/a
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Options over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.   ISIN: BMG4209G2077
b)	Nature of the transaction	Grant of option over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil  175,000
d)	Aggregated information - Aggregated volume - Price	175,000 Nil consideration
e)	Date of the transaction	12 December 2016
f)	Place of the transaction	Outside a trading venue

 

 

 

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John Stafford
2	Reason for the notification
a)	Position/status	VP Operations
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gulf Keystone Petroleum Limited
b)	LEI	n/a
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Options over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.   ISIN: BMG4209G2077
b)	Nature of the transaction	Grant of option over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil  175,000
d)	Aggregated information - Aggregated volume - Price	175,000 Nil consideration
e)	Date of the transaction	12 December 2016
f)	Place of the transaction	Outside a trading venue

 

 

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Nadzeya Kernoha
2	Reason for the notification
a)	Position/status	Financial Controller
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gulf Keystone Petroleum Limited
b)	LEI	n/a
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Options over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.   ISIN: BMG4209G2077
b)	Nature of the transaction	Grant of option over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil  175,000
d)	Aggregated information - Aggregated volume - Price	175,000 Nil consideration
e)	Date of the transaction	12 December 2016
f)	Place of the transaction	Outside a trading venue

 

 

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Marie Ross
2	Reason for the notification
a)	Position/status	Legal Director & Company Secretary
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gulf Keystone Petroleum Limited
b)	LEI	n/a
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Options over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.   ISIN: BMG4209G2077
b)	Nature of the transaction	Grant of option over Common Shares of US$1 each under the 2016 Gulf Keystone Petroleum Staff Retention Plan.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil  100,000
d)	Aggregated information - Aggregated volume - Price	100,000 Nil consideration
e)	Date of the transaction	12 December 2016
f)	Place of the transaction	Outside a trading venue

 

 

 

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Jón Ferrier
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gulf Keystone Petroleum Limited
b)	LEI	n/a
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Units representing rights over Common Shares of US$1 each of Gulf Keystone Petroleum Limited - the number of shares will be determined at the Measurement Date of the 2016 Gulf Keystone Petroleum Value Creation Plan ISIN: BMG4209G2077
b)	Nature of the transaction	Grant of units representing rights over ordinary shares granted under the 2016 Gulf Keystone Petroleum  Value Creation Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil  386,667 units
d)	Aggregated information - Aggregated volume - Price	386,667 units Nil consideration
e)	Date of the transaction	12 December 2016
f)	Place of the transaction	Outside a trading venue

 

 

 

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Sami Zouari
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gulf Keystone Petroleum Limited
b)	LEI	n/a
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Units representing rights over Common Shares of US$1 each of Gulf Keystone Petroleum Limited - the number of shares will be determined at the Measurement Date of the 2016 Gulf Keystone Petroleum Value Creation Plan ISIN: BMG4209G2077
b)	Nature of the transaction	Grant of units representing rights over ordinary shares granted under the 2016 Gulf Keystone Petroleum  Value Creation Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil  306,667 units
d)	Aggregated information - Aggregated volume - Price	306,667 units Nil consideration
e)	Date of the transaction	12 December 2016
f)	Place of the transaction	Outside a trading venue

 

 

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Nadhim Zahawi
2	Reason for the notification
a)	Position/status	Chief Strategy Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gulf Keystone Petroleum Limited
b)	LEI	n/a
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Units representing rights over Common Shares of US$1 each of Gulf Keystone Petroleum Limited - the number of shares will be determined at the Measurement Date of the 2016 Gulf Keystone Petroleum Value Creation Plan ISIN: BMG4209G2077
b)	Nature of the transaction	Grant of units representing rights over ordinary shares granted under the 2016 Gulf Keystone Petroleum  Value Creation Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil  226,667 units
d)	Aggregated information - Aggregated volume - Price	226,667 units Nil consideration
e)	Date of the transaction	12 December 2016
f)	Place of the transaction	Outside a trading venue

 

Enquiries:

 

Gulf Keystone Petroleum:	+44 (0) 20 7514 1400
Jón Ferrier, CEO
Sami Zouari, CFO
Anastasia Vvedenskaya, Head of Investor Relations
Celicourt Communications:	+44(0) 20 7520 9266
Mark Antelme Jimmy Lea

 

 

or visit: www.gulfkeystone.com 

 

 

Notes to Editors:

 

·           Gulf Keystone Petroleum Ltd. (LSE: GKP) is a leading independent operator and producer in the Kurdistan Region of Iraq and the operator of the Shaikan field with current production capacity of 40,000 barrels of oil per day

·           Further information on Gulf Keystone is available on its website 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.