Gulf Keystone Petroleum Limited: Block sale of shares
Taconic Capital Advisors UK LLP ("Taconic") has retained Pareto Securities as bookrunner to explore the opportunity to sell 23,000,000 shares in Gulf Keystone Petroleum Limited (LSE ticker: GKP) representing 10% of outstanding common shares through an accelerated bookbuilding process (the "Placing").
The Placing will commence immediately following the publication of this announcement and may be closed at short notice. Taconic reserves the right, at its own discretion, to sell fewer shares or no shares at all. If the demand and price in the Placing is satisfactory, Taconic may sell all its 31,134,938 shares in Gulf Keystone, representing 13.6% of outstanding shares (based on 229,430,000 common shares outstanding). Any shares not sold by Taconic will be subject to a three months lock-up agreement to be entered into between Taconic and Pareto Securities.
For further information, please contact:
Pareto Securities AS,
+47 22 87 87 50
- - - - -
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN AND AUSTRALIA.
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO ARE 'INVESTMENT PROFESSIONALS' FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER'), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)-(D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC') OF THE ORDER, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ('RELEVANT PERSONS'). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED DIRECTIVE 2003/71/EC AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE 'PROSPECTUS DIRECTIVE') (EACH A 'RELEVANT MEMBER STATE'), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING THE PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE.
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN RELEVANT MEMBER STATES WHO ARE 'QUALIFIED INVESTORS' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ('QUALIFIED INVESTORS') OR PURSUANT TO OTHER APPLICABLE EXEMPTIONS FROM THE PROSPECTUS DIRECTIVE.
