Directorate Change

RNS Number : 6502J

Gulf Keystone Petroleum Ltd.

16 June 2014

 



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16 June 2014

Gulf Keystone Petroleum Ltd. (LSE: GKP)

Directorate Change

Gulf Keystone Petroleum Limited ("Gulf Keystone" or the "Company") today announces that Finance Director Ewen Ainsworth will leave the Company to pursue other interests on 17 June 2014.

A search for Mr Ainsworth's replacement is underway and potential candidates have been identified.  While that search is concluded, Mary Hood, the Company's Financial Controller will serve as acting Chief Financial Officer.

Gulf Keystone's Chairman Simon Murray explained: "Over his six years with Gulf Keystone Ewen has played a key role in the Company's growth and we thank him for his dedication. Now, with our main market move and recent US$250 million bond financing behind us this is a good time to make a transition."

Gulf Keystone's CEO Todd Kozel added: "Ewen was instrumental in securing the financing for the initial exploration activities which ultimately resulted in the Shaikan discovery. More recently, Ewen helped build the financial infrastructure to support the Company's transition from an exploration company to a production company, and to obtain the financing required to fund Gulf Keystone's future development plans."

Enquiries:
Gulf Keystone Petroleum:	[phone]
Anastasia Vvedenskaya, Head of Investor Relations
Press enquiries:
The Dilenschneider Group	[phone]
Terence Franklin

or visit: www.gulfkeystone.com   

Notes:

·           On cessation of employment the Finance Director will receive a contractual payment of £90,000 calculated as his base salary for his 6 month notice period. He will also receive a payment of £150,000 (gross) in settlement of any and all claims arising out of or in connection with his office or employment or the termination of his office or employment. The following sets out the position in relation to vested share options, vested executive bonus share awards and other remuneration elements on cessation of employment approved by the Board following recommendations from the Remuneration Committee:--

·      The Remuneration Committee determined to use its discretion to reduce the exercise period in relation to the Finance Director's vested options to 12 months following the date of cessation of employment.  He already had options over 839,000 shares at an exercise price of 175p, 1,627,746 shares at an exercise price of 75p and 1,000,000 shares at an exercise price of 30p.

·      The Finance Director's Executive Bonus Shares (2,152,444 of which are vested and 291,834 are being vested) will be available to be transferred in accordance with and subject to existing employee benefit trust rules.  No discretions have been exercised in relation to them in connection with his loss of office.

·      The Remuneration Committee has exercised its discretion not to pay a deferred cash award of £300,000.

·      The Remuneration Committee has exercised its discretion in relation to the Finance Director's Exit Event Award over 140,000 shares to cause the award to lapse on cessation of employment.

·           It should be noted that all of the above awards were made prior to the Company joining the main market and are part of the legacy remuneration arrangements operated by the Company. The Company's new Remuneration Policy is set out in the Remuneration Committee Report, available to view at http://annualreport.gulfkeystone.co.uk/, and will be voted on by shareholders at the Company's Annual General Meeting on 17 July 2014. The new Remuneration Policy reflects UK corporate governance best practice and is in line with the standards expected of a FTSE 250 company.

Notes to Editors:

·           Gulf Keystone Petroleum Ltd. (LSE: GKP) is an independent oil and gas exploration, development and production company focused on exploration 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 Kalegran Ltd. (a 100% subsidiary of MOL Hungarian Oil and Gas plc.) and Texas Keystone Inc., which have working interests of 20% and 5% respectively.  Texas Keystone Inc. holds its interest in trust for Gulf Keystone, pending transfer of its interest to the Company.

·           Gulf Keystone is moving 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 following its approval in June 2013.

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.

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.

 

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