TIDMGKP
RNS Number : 4933M
Gulf Keystone Petroleum Ltd.
13 October 2016
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 October 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")
Completion of Balance Sheet Restructuring
Board Changes
Appointment of Corporate Broker
Gulf Keystone is pleased to announce that the Scheme of
Arrangement (the "Scheme") in connection with the Balance Sheet
Restructuring Transaction (the "Restructuring") announced on 14
July 2016 became effective today. The expected settlement date for
the Scheme is 14 October 2016.
In addition, the Company also announces Board changes, which
take effect from today. David Thomas and Garrett Soden are
appointed as Non-Executive Directors and Cuth McDowell steps down
as Non-Executive Director from the Board at the same time.
Finally, the Company announces the appointment of Canaccord
Genuity as sole corporate broker.
Restructuring
The Restructuring involves the implementation of a new capital
structure to materially strengthen the Company's balance sheet with
a significant debt reduction from over US$600 million to US$100
million through the conversion of over US$500 million of existing
debt into equity of the Company by way of the Scheme.
In addition, Gulf Keystone has increased its liquidity by
raising $25 million through an over-subscribed Open Offer. This
improved liquidity allows the Company to implement the near-term
investment plan of maintaining production at 40,000 barrels of oil
per day ("bopd"), and with the potential to increase production to
55,000 bopd, subject to the Kurdistan Regional Government's
Ministry of Natural Resources ("MNR") and MOL's approval.
Admission of and commencement of dealing in 21,910,523,553 new
common shares pursuant to the Open Offer and Debt Equitisation are
expected to occur on 14 October 2016 (the "Admission date").
Qualifying Shareholders will be notified of their allocation of new
common shares within 14 days of the Admission date. Due to the Open
Offer being oversubscribed, certain applications made by
Shareholders under the Excess Entitlements Facility were scaled
back in accordance with the terms of the Open Offer. Excess funds
in respect of applications that were not met in full will be
returned to the applicant within 14 days of Admission.
Appointment of Non-Executive Directors
David H Thomas and Garrett Soden are appointed to the Board of
Gulf Keystone as Non-Executive Directors with immediate effect.
David H Thomas is a highly experienced oil and gas professional,
having held a number of board level, senior executive and
international management roles in a career spanning over 35 years.
He started his career as a petroleum engineer with Conoco UK,
working in the North Sea and Dubai before moving into reservoir
engineering and operational asset management positions.
Subsequently, he joined LASMO where he became the Group General
Manager Operations and, following the company's acquisition, held
three consecutive Regional Vice President roles with Eni SpA
including managing the North Sea, Russia/Asia/Australia and West
Africa asset portfolios. David's subsequent Board directorships
have included positions with several London and Canadian listed
companies including President and COO of Centurion Energy, CEO of
Melrose Resources and COO with Petroceltic International. Most
recently, in mid-2015 he briefly served on a caretaker Board at
Afren and was subsequently retained by the company's administrators
to provide business stability and industry advice. David has a BSc
in Mining Engineering from Nottingham University and an MSc in
Petroleum Engineering from Imperial College.
Garrett Soden has worked with the Lundin Group of Companies
since 2007 as a senior executive and board member. He is a director
of Panoro Energy ASA, a Norwegian oil and gas E&P company
focused on West Africa. He is also a director of Etrion
Corporation, a Canadian solar power producer with assets in Italy,
Chile and Japan. Garrett is the former Chairman and Chief Executive
Officer of RusForest AB, a Swedish forestry company with interests
in Russia. He is the former Chief Financial Officer of both Etrion
and PetroFalcon Corporation, a Canadian oil and gas E&P company
focused on Venezuela. Garrett previously worked at Lehman Brothers
in equity research and at Salomon Brothers in mergers and
acquisitions. He also previously served as Senior Policy Advisor to
the U.S. Secretary of Energy. He holds a BSc honors degree from the
London School of Economics and an MBA from Columbia Business
School.
Appointment of Corporate Broker
The Board of Gulf Keystone is also pleased to announce that it
has appointed Canaccord Genuity Limited as the Company's sole
corporate broker with immediate effect.
Commenting on today's announcement, Keith Lough, Chairman
said:
"Throughout the restructuring we have focused on balancing the
interests of all of GKP's stakeholders. Given the challenging set
of circumstances that we faced, I am pleased with the outcome of
what has been a long and complex process. With its restructured
balance sheet, the Company is now in a far stronger position than
it has been for several years and we can look forward to continuing
to develop Shaikan and rebuilding value for all stakeholders."
"I would like to thank Cuth McDowell for his significant
contribution since joining the Board in December 2015 and to
welcome both David Thomas and Garrett Soden to the GKP Board. They
bring a wealth of relevant experience to the Company and we look
forward to their contribution at this exciting time. On behalf of
the Board I would also like to welcome Canaccord Genuity as the
Company's corporate broker."
Enquiries
Gulf Keystone Petroleum: +44 (0) 20 7514 1400
Jón Ferrier, CEO
Sami Zouari, CFO
Anastasia Vvedenskaya, Head
of Investor Relations +44 (0) 20 7514 1411
Celicourt Communications: +44 (0) 20 7520 9266
Mark Antelme
Jimmy Lea
Canaccord Genuity +44(0) 20 7523 8000
Limited
Henry Fitzgerald-O'Connor
Jack Scott
DF King Limited acts as Information Agent for
Guaranteed Noteholders and Convertible Bondholders.
Information Agent
D.F. King Limited
gkp@dfkingltd.com
https://sites.dfkingltd.com/gkp +44 (0) 20 7920 9700
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 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
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The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
October 13, 2016 10:27 ET (14:27 GMT)