Balance Sheet Restructuring Transaction
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.
14 July 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")
Balance Sheet Restructuring Transaction
Unless the context otherwise requires, capitalised terms in this announcement shall have the meaning set out in the appendix hereto.
Gulf Keystone has reached agreement with a majority of its creditors, including holders of approximately 66% of the aggregate principal amount of the Guaranteed Notes and approximately 50% of the aggregate principal amount of the Convertible Bonds, as well as its largest Shareholders, Capital Research and Management Company, as investment advisor to New World Fund, Inc. and SMALLCAP World Fund, Inc. ("Capital"), to address its short and longer term funding needs via a capital restructuring and open offer (the "Restructuring").
Gulf Keystone's Guaranteed Notes and Convertible Bonds mature in April 2017 and October 2017, respectively. The Company's ability to service, refinance and/or repay those instruments has been severely impaired by the current low oil price environment and adverse geopolitical developments. The Directors, supported by their advisors, pursued multiple options to address these issues. The end result of this process is that the Board has concluded that the only prospect for the Company to continue trading and avoid a liquidation is to effect a substantial restructuring of the Company's balance sheet and that the Restructuring (as presented in this announcement) is in the best interest of the Company and its stakeholders.
Key highlights
· Debt reduction: Implementation of a new capital structure intended to 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 a UK scheme of arrangement among the Company, the Guaranteed Noteholders and the Convertible Bondholders
· Improved liquidity: With an equity raise of US$20-25 million through the Open Offer, a reduction of financing costs and the removal of the US$32.5 million Debt Service Reserve Account covenant. This increase in liquidity is designed to allow the Company to continue trading and developing the Shaikan field to unlock its potential as one of the most significant assets in Kurdistan. It is expected to allow the implementation of the Company's near-term investment plan to maintain production at 40,000 barrels of oil per day ("bopd") with the potential to increase production to 55,000 bopd
· Shareholder dilution and re-investment option: Following the Debt Equitisation of over US$500 million and not including Shareholders' rights to subscribe in the Open Offer, Shareholders' ownership of the Company will be diluted to 5%; however, Shareholders will have the ability to re-invest in a well-capitalised Company by participating in the US$25 million Open Offer for 10% of GKP's equity at closing of the Restructuring
· To the extent the US$25 million is not fully subscribed by Shareholders, Capital has agreed to subscribe for up to US$20 million of New Common Shares
· Pro forma capitalisation: Upon completion of the Restructuring and assuming the Open Offer is fully subscribed, Guaranteed Noteholders will retain US$100 million of Reinstated Notes and will receive New Common Shares representing 65.5% of the equity of GKP post-closing, and Convertible Bondholders will receive New Common Shares representing 20.0% of the equity of GKP post-closing. Assuming the Open Offer is fully subscribed, Shareholders will own up to 14.5% of the equity of GKP post-closing
· Board recommendation: The Board of GKP has focused on protecting the value of the Company, its ability to continue its operations as a going concern and the interests of all of GKP's stakeholders during the negotiation process. The Board believes the Restructuring offers the best possible outcome for all. If the Restructuring is not implemented, the alternatives available to the Board are likely to lead to zero value for the Shareholders and the non-consenting Convertible Bondholders
Commenting on today's announcement, Andrew Simon, Chairman said:
"Our Shareholders, and those of the other Kurdistan focused operators, have suffered significant value destruction over recent months, as a result of the low oil price and extraordinary regional geo-politics. For us this has been further compounded by a debt burden of over US$600 million repayable next year. To address the liquidity and significant leverage situation faced by the Company, we have to restructure the balance sheet now.
A new and strengthened management team and Board have been working tirelessly for the benefit of all stakeholders, to ensure GKP's survival. Following months of negotiation, and in the absence of deliverable alternatives, the Board believes the proposed restructuring offers the best possible outcome for all."
Jón Ferrier, CEO, said:
"Without the restructuring and the improved liquidity delivered by the transaction, the Company cannot avoid insolvency or capture the significant future potential of the Shaikan field.
In my view this is the best possible transaction for existing stakeholders in these very challenging circumstances, and I urge stakeholders to support it. For the Shareholders who are able, the opportunity exists to partly offset the dilution of the necessary debt equitisation and capture any future increase in equity value by participating in the open offer. We acknowledge the cooperation of our significant Guaranteed Noteholders and Convertible Bondholders, and are grateful for the continued support of our current largest Shareholders, Capital.
With the support of the MNR, which has established a pattern of payments, and with a stabilising oil price environment and sustainable debt levels, we have the foundations of a strong future equity story for a restructured GKP to develop the Shaikan field and unlock its potential as one of the most significant assets in Kurdistan.
Without a successful consensual restructuring, Shareholders and Convertible Bondholders have no realistic chance of preserving current value or participating in future value."
Key Terms of the Restructuring
The Restructuring will involve the Debt Equitisation of over US$500 million of the Company's current indebtedness (including accrued interest thereon) and an equity capital increase of between US$20 million and US$25 million. The Restructuring will be implemented via the Scheme which will effect the Debt Equitisation and the Notes Reinstatement, and will be conditional on, inter alia, the approval by Shareholders of the Resolution at the Special General Meeting which will authorise the increase to the Company's authorised share capital to permit the issuance of New Common Shares in connection with the Open Offer and Subscription, and the Debt Equitisation.
The principal components of the Restructuring comprise:
Debt Equitisation and Notes Reinstatement
· The reduction of Gulf Keystone's indebtedness through the full equitisation of the Convertible Bonds (including accrued interest thereon), and partial equitisation of the Guaranteed Notes (including accrued interest thereon) down to US$100 million pursuant to the Scheme;
· Guaranteed Noteholders will have the option to elect to (i) reinstate all or part of their claims with respect to the Guaranteed Notes into US$100 million aggregate principal amount of Reinstated Notes; and/or (ii) convert all or part of their claims into equity. In the event election for Reinstated Notes exceeds US$100 million, the amount elected by Guaranteed Noteholders will be scaled back pro rata so that the principal amount of the Reinstated Notes will be limited to US$100 million. In the event election for Reinstated Notes is less than US$100 million, the Guaranteed Noteholders subject to Debt Equitisation will be allocated Reinstated Notes on a pro rata basis to make up the shortfall; and
· The Reinstated Notes will be guaranteed by GKPI and their terms will be the same as the existing Guaranteed Notes, subject to the following amendments:
o Maturity: 18 October 2021. At any time prior to maturity, the Reinstated Notes are redeemable at par and can therefore be refinanced without any prepayment penalty;
o Interest: from the date of issuance to 18 October 2018, the Company will have the option to pay interest either (a) on a PIK basis at 13% or (b) in cash at 10%. From 19 October 2018 onwards, interest will be payable in cash at 10%;
o The Company will be permitted to raise up to US$25 million of additional indebtedness at any time on market terms to fund capital expenditure and operating expenses post-Restructuring. This additional indebtedness may be incurred as (i) a tap issuance of the Reinstated Notes, or (ii) super senior credit facility indebtedness ranking ahead of the Reinstated Notes; and
o Certain other amendments including, inter alia, the removal of security, the removal of the Debt Service Reserve Account and the extension of the grace periods in respect of certain events of default under the Reinstated Notes.
US$25 million Equity Raise
The Company is undertaking the Open Offer in order to, inter alia, support the Company's previously announced near-term investment plan to maintain production at 40,000 bopd with the potential to increase production to 55,000 bopd subject to MNR and MOL approvals, the continuation of the regular payment cycle from the MNR and a commercially acceptable investment environment, and to provide Qualifying Shareholders with the opportunity to participate further in any potential upside arising from any increase in oil prices and the further development of Shaikan. The Open Offer will include the following terms. In summary:
· The Company will make the Open Offer realising up to US$25 million through the issue of the Open Offer Shares equivalent (if fully subscribed) to 10.0% of the pro forma equity of the Company post-Restructuring.
· To the extent the Open Offer is not fully subscribed, the Company's current largest Shareholders Capital have agreed to subscribe for up to US$20 million of New Common Shares at the Offer Price. If subscriptions from other Shareholders under the Open Offer exceed US$5 million then the amount to be subscribed for by Capital will reduce dollar for dollar by the amount of the excess so that the full US$25 million is available to Shareholders other than Capital. Capital have undertaken to vote in favour of the Resolution at the Special General Meeting its entire interest (representing 12.0% of the Company's issued share capital, including shares from the Initial Subscription).
· The Open Offer Shares will be issued at the Open Offer Price of 1.09 dollar cents (0.82 pence - GBP/USD FX rate of 1.3221 as of 13 July 2016) and Shareholders will be entitled 20 new Common Shares for every 9 existing Common Shares held.
· The Open Offer will provide an opportunity for all Qualifying Shareholders to participate in the fundraising by both subscribing for their respective Open Offer Entitlements and by subscribing for Excess Shares under the Excess Application Facility, subject to availability.
Pro forma Shareholding
The following table shows the pro forma equity share capital of the Company post Restructuring both including the Open Offer (assuming it is fully subscribed) and excluding the Open Offer, including the equity allocation to Guaranteed Noteholders and Convertible Bondholders and the dilutive effect for Shareholders:
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Post-Debt Equitisation / Excluding Open Offer |
Post-Debt Equitisation and US$25 million Open Offer Fully Subscribed |
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Guaranteed Noteholders |
72.8% |
65.5% |
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Convertible Bondholders |
22.2% |
20.0% |
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Existing Shareholders Pre-Restructuring Equity |
5.0% |
4.5% |
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Existing Shareholders subscribing to the Open Offer |
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10.0% |
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Total Post-Open Offer |
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100.0% |
Subject to certain exceptions, the Open Offer will not be made to any person with a registered address, or who is located or resident, in the United States, any Excluded Territory or any other jurisdiction where to do so could constitute a violation of the relevant laws of such jurisdiction.
Conditionality of the Restructuring
The conditions of the Restructuring, which may be waived by the Majority Participating Holders, will include the following:
a) the Scheme having become effective in accordance with its terms - the Debt Equitisation and the Notes Reinstatement under the Scheme will require the approval of Guaranteed Noteholders and Convertible Bondholders at the meetings to be convened in connection with the Scheme, and the Scheme must be sanctioned by the relevant court. The Scheme will require the consent of not less than 75% (by value), and a majority in number, of each of the Guaranteed Noteholders and Convertible Bondholders that attend and vote at each of the Creditor Meetings;
b) satisfaction that the New Common Shares issued in the Debt Equitisation will be admitted to trading on the London Stock Exchange;
c) approval of the Resolution, which is necessary to effect an increase of the Company's share capital and therefore consummate the Debt Equitisation, Open Offer and Subscription;
d) no material changes to the Company's near-term investment plans or material spending in excess of production maintenance until the implementation of the Restructuring; and
e) the Company agreeing arrangements with the MNR reasonably satisfactory to both it and to the Majority Participating Holders regarding (a) the agreed changes to the Shaikan PSC pursuant to the Second Shaikan Amendment, (b) the marketing of its oil and (c) the predictability of future payments including recovery of past costs and receivables.
Initial Subscription
· The Company announces the subscription by Capital for a total of 54,294,991 Common Shares at the Open Offer price of 1.09 dollar cents per Common Share. The Initial Subscription Shares represent, in aggregate, approximately 5.6% of the Company's current issued share capital pre-completion of the Initial Subscription.
Special General Meeting
· Shareholders will be required to approve the Resolution at the Special General Meeting. Approval of the Resolution will permit the issuance of New Common Shares under the Open Offer and the Debt Equitisation.
· The Resolution will require approval by a simple majority of votes cast at the Special General Meeting by Shareholders voting in person or by proxy, with one vote per Common Share.
· Capital, who, as at the date of this announcement, hold Common Shares representing 12% of the Company's issued share capital, have entered into the Irrevocable Undertaking to vote in favour of the Resolution at the Special General Meeting.
Failure to Receive Support from a Stakeholder Group
The Restructuring is conditional, inter alia, on the support from Guaranteed Noteholders, Convertible Bondholders and Shareholders. Failure to receive the required support from one or more of those constituencies would mean that the Restructuring will not proceed and the Company will not be able to raise capital through the Open Offer. In these circumstances, in view of the Company's financial position, the Company would need to focus on maximising recoveries for its creditors and preserving the business and operations of Gulf Keystone, and the Company has agreed to work with the Committee to seek to effect a transfer of the Company's business and operations to the Guaranteed Noteholders, and also those Convertible Bondholders who have entered into the Restructuring Agreement by 1 August 2016. In such event, Shareholders, and those Convertible Bondholders who have not entered into the Restructuring Agreement by 1 August 2016, are expected to receive nil consideration or recovery with respect to their current investment in the Company.
Recommendation to Shareholders - Shareholders should vote in favour of the Resolution at the Special General Meeting
In the opinion of the Directors, voting in favour of the Resolution to authorise the increase in the Company's share capital to facilitate the Restructuring will:
· provide Shareholders with an opportunity to participate in the Open Offer to increase their ownership position and participate in the future growth of the Company;
· improve the capital structure of the Company to provide it with the resources to implement its announced investment plan to maintain and grow Shaikan production; and
· prevent a formal insolvency filing, potentially leading to nil value for the Shareholders and the non-consenting Convertible Bondholders.
If Shareholders do not approve the Resolution at the Special General Meeting, it is highly likely that there will be no value returned to Shareholders.
Upon a No vote:
· the Restructuring will not proceed and the Company will not be able to raise capital through the Open Offer;
· the Company will face the prospect of insolvency because it will not be able to refinance the Guaranteed Notes or Convertible Bonds when they fall due for repayment next year or earlier if they accelerated by reason of the ongoing default described below;
· the Company will be in continuing default under the Guaranteed Notes and the Convertible Bonds. In the light of the need to substantially restructure the Company's balance sheet, the Company determined it was not in the best interest of the Company for it to make payment of the most recent interest coupon on its Guaranteed Notes and Convertible Bonds due in April 2016. That default has not been cured or waived. If the Restructuring were not to proceed, for any reason, including because Shareholders do not approve the Resolution, then the Company's expectation, is that, given the prospect of insolvency, it would not be in the best interest of the creditors for the Company to cure the default by paying the coupon. Payment would provide no significant protection as the next coupon falls due on 18 October and the Company does not anticipate that it will have sufficient cash to cure the April coupon payments and to make the October payments without being in breach of the debt service reserve covenant. Further, using cash to make these payments would diminish the prospects of the Company being able to successfully conclude a balance sheet restructuring in the future.
· The Company may become subject to enforcement action or insolvency before the maturity of the Guaranteed Notes and the Convertible Bonds. The existence of the continuing payment default exposes the Company to the ongoing risk of acceleration and/or enforcement. Under the Restructuring Agreement the signatories have agreed to forbear from taking any action to enforce the Guaranteed Notes and/or the Convertible Bonds in respect of that default. However, if the Resolution is not approved then enforcement steps could be taken either as part of the Alternative Restructuring or following the termination of the Restructuring Agreement. Holders of not less than one-quarter of the principal amount of each of the Convertible Bonds and the Guaranteed Notes can request that the relevant trustee declares that the Convertible Bonds and/or the Guaranteed Notes, as applicable, are immediately due and repayable at their principal amount together with accrued interest;
· in light of the prospect of insolvency, the Company would have to prioritise the interests of its creditors and, in particular, seek to minimise their losses, and this would take precedence over the interests of Shareholders. In an insolvency of the Company, existence of the guarantee from GKPI that supports the Guaranteed Notes would entitle Guaranteed Noteholders to look to GKPI and its assets, which represent most of the economic value of the Group, for recovery of their claims.
· Accordingly, the Company has concluded that, if the Restructuring fails, in order to preserve the business and operations of Gulf Keystone, the Company would seek to implement an alternative restructuring transaction which would be preferable for its creditors to a liquidation.
· In order to achieve this, under the Restructuring Agreement, if the Shareholders do not approve the Resolution, the Company has agreed to work with the Committee to seek to effect an alternative restructuring of the Company's balance sheet capital structure. This alternative would involve the transfer of the Company's business and operations to the Guaranteed Noteholders, and also those Convertible Bondholders who have entered into the Restructuring Agreement by 1 August 2016. In such event, Shareholders, and those Convertible Bondholders who have not entered into the Restructuring Agreement by 1 August 2016, are likely to receive nil consideration or recovery with respect to their current investment in the Company. If the Company were not to cooperate in such an alternative restructuring, then it would remain open for the Guaranteed Noteholders to seek to effectively implement such a transaction regardless and without the co-operation of the Company but potentially with a worse outcome for creditors;
· in such an alternative restructuring, Shareholders are very unlikely to have the opportunity to invest in the Company and participate in any potential upside; and
· if an alternative restructuring cannot be implemented for any reason, then it is highly likely that the Group would become subject to an insolvency process with a material and adverse impact on its position as operator of the Shaikan block. The Company has been advised that the distributions arising from insolvency may not be sufficient to repay its creditors in full, and therefore in that event there would be no return to Shareholders.
In these circumstances, the Directors consider that if Shareholders do not vote in favour of the Resolution, GKP's future would entirely depend upon the position and action of its creditors. The Shareholders would be unlikely to receive any proceeds from the sale of the Group or the disposal of the Company's assets or any other return of income or capital by the Company, and therefore the Shareholders would be unlikely to see any return of their current investment.
If any of the other conditions to the Restructuring are not satisfied, including in particular the approval of the Scheme at the meetings of Guaranteed Noteholders and Convertible Bondholders then the same consequences to the Company, Shareholders, Guaranteed Noteholders and Convertible Bondholders outlined above would apply.
In the Board's opinion, the Restructuring is the best transaction possible for the Company and the Shareholders. Accordingly, the Board unanimously and strongly recommends Shareholders vote in favour of the Resolution to be proposed at the Special General Meeting.
Background to the Restructuring
Gulf Keystone's Guaranteed Notes mature in April 2017, and the Convertible Bonds mature in October 2017. The Company's ability to service, repay and/or refinance those instruments on or before maturity has been severely and adversely affected by the general disruption in the oil and gas markets arising from the significant decline in oil prices in the second half of 2014 and during 2015 and the continued adverse effects of the geopolitics in the region. The Company's financial performance has also been negatively impacted by the historic lack of a regular payment cycle for crude oil export sales and disruption to supply. The liquidity available to the Company to finance continuing operations has been tight and there is limited ability to fund the capital expenditure necessary to implement the Company's development plans or to ensure maintenance of current production levels over the medium term. Furthermore, even under a scenario of significantly higher oil prices and recovery of all arrears from the MNR, the Company does not expect to be able to refinance or repay its current financial indebtedness of US$601 million due in 2017.
To address these difficulties, the Board instructed its advisors to explore all potential options. This included engaging in an M&A process. In the M&A process, 18 parties have been in discussions about potential transactions ranging from farm-ins to corporate sale options with the Company. Although several non-binding proposals were received, none of these has progressed to a formal proposal as a result of the unfavourable regional geopolitical climate and ongoing oil price uncertainties that have affected M&A activity in the oil & gas industry globally.
In addition to the M&A process, the Company engaged in discussions with potential strategic equity investors to seek funding, including those with existing exposure to Kurdistan, as well as exploring capital markets options. However, none of these alternatives have resulted in a successful solution for GKP.
In parallel with the exploration of strategic options, the Company has held extensive discussions with the MNR to improve the terms of the Shaikan PSC and resolve the legacy contractual issues which resulted in the bilateral MNR Agreement. Based on the bilateral MNR Agreement, GKP's capacity building bonus was reduced from 40% to 30% and a schedule for near term repayment of the 20% interest back-costs due to GKP via continued monthly top-up payments was established. The Company continues to work with the MNR and MOL, its partner under the Shaikan PSC, to implement this agreement in the form of the Second Shaikan Amendment.
In absence of deliverable M&A or equity fundraising options, the Company, having taken advice, concluded that it needs to put in place a sustainable and appropriate capital structure which will enable it to implement its business strategy and provide sufficient liquidity and funding for its operations and capital expenditure plans for the medium term. The Board has concluded that the Restructuring is the best route to ensure that the Company has a viable future and to create value for all stakeholders.
Restructuring Agreement and Lock-up
GKP, GKPI, Guaranteed Noteholders representing approximately 66% of the Guaranteed Notes and Convertible Bondholders representing approximately 50% of the Convertible Bonds have entered into the Restructuring Agreement. Under the terms of the Restructuring Agreement, the signatories have agreed, inter alia, to (i) forbear from taking any action to enforce the terms of the Guaranteed Notes and/or the Convertible Bonds, as applicable, (ii) support and take reasonable and necessary actions (that are consistent with the Restructuring Agreement and the Restructuring) as they may have under or in respect of the Guaranteed Notes and/or the Convertible Bonds, as applicable, in furtherance of implementation and consummation of the Restructuring and (iii) vote in favour of the Scheme at the relevant Creditor Meeting(s).
The Restructuring Agreement will terminate on 14 October 2016, provided that it may be extended in certain circumstances to a date not later than 15 December 2016 and may also be terminated by the Company and/or the Majority Participating Holders in certain other circumstances.
Any existing Guaranteed Noteholder or Convertible Bondholder that wishes to accede to the Restructuring Agreement is encouraged to contact:
D.F. King Limited, the Information Agent (whose details are set forth at the end of this announcement) as soon as possible but in any event not later than close of business on 1 August 2016 in order to be eligible to participate in an alternative restructuring transaction.
Further Information
Further information about the Restructuring can be found at www.gulfkeystone.com/restructuring.
Financial and legal advisors
Perella Weinberg Partners UK LLP acts as the Company's financial advisor; Paul Hastings (Europe) LLP acts as its legal advisor in connection with the Restructuring; Memery Crystal LLP acts as its legal advisors in connection with the Open Offer; and DF King Limited acts as Information Agent.
Enquiries
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Gulf Keystone Petroleum: |
+44 (0) 20 7514 1400 |
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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 |
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Mark Antelme Jimmy Lea |
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DF King Limited acts as Information Agent for Guaranteed Noteholders and Convertible Bondholders. Guaranteed Noteholders and Convertible Bondholders with questions regarding obtaining or completing the Lock-Up and Support Agreement should contact:
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Information Agent D.F. King Limited https://sites.dfkingltd.com/gkp
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+44 (0) 20 7920 9700
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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.
This communication and the information contained herein is not an offer of securities for sale in the United States or the Excluded Territories or any other jurisdiction where to do so could constitute a violation of the relevant laws of such jurisdiction. 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, or are exempt from registration thereunder. 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 of its securities in the United States 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.
Perella Weinberg Partners UK LLP ("Perella Weinberg Partners"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to the Company and no one else in relation to the Restructuring and the arrangements referred to in this announcement. Perella Weinberg Partners will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Restructuring and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Perella Weinberg Partners or for providing any advice in relation to the Restructuring, the contents of this announcement or any transaction or arrangement referred to herein. No liability whatsoever is accepted by Perella Weinberg Partners for the accuracy of any information contained in this announcement or for the omission of any material information, for which it is not responsible.
DEFINITIONS
The following definitions apply throughout this Circular, unless the context requires otherwise:
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Board |
the directors of the Company from time to time |
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Capital |
Capital Research and Management Company, which serves as investment advisor to New World Fund, Inc. and SMALLCAP World Fund, Inc. |
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Common Shares |
common shares in the capital of the Company, with a nominal par value of US$0.01 |
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Committee |
the ad-hoc committee of Guaranteed Noteholders and Convertible Bondholders formed in October 2015 |
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Company or GKP or Gulf Keystone |
Gulf Keystone Petroleum Limited |
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Convertible Bondholders |
the holders of the Convertible Bonds |
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Convertible Bonds |
the US$325 million of convertible bonds due 2017 issued by the Company |
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Creditor Meetings |
the meetings of the Scheme Creditors convened in accordance with the Scheme to consider and, if thought fit, approve the Notes Reinstatement and the Debt Equitisation, including any adjournment thereof |
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Debt Equitisation |
the release and conversion into equity of 62.4% of the outstanding principal amount and accrued interest of the Guaranteed Notes (being approximately US$266 million) and 100.0% of the outstanding principal amount and accrued interest of the Convertible Bonds (being approximately US$335 million) pursuant to the issue of New Common Shares to Guaranteed Noteholders and Convertible Bondholders, which will result in the Guaranteed Noteholders and Convertible Bondholders holding 72.8% and 22.2% (respectively) of the increased share capital of the Company immediately following such conversion (assuming that the Open Offer is subscribed in full by all Qualifying Shareholders) |
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Debt Service Reserve Account |
the debt service reserve account required under the terms and conditions of the Guaranteed Notes |
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Directors |
the directors of the Company as at the date of this announcement |
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Excess Application Facility |
the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlements |
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Excess Shares |
Open Offer Shares which may be applied for in addition to Open Offer Entitlements |
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Excluded Territories |
Australia, Canada, Japan, New Zealand and the Republic of South Africa and each an "Excluded Territory" |
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GKPI |
Gulf Keystone International Petroleum, GKP's wholly owned subsidiary and party to the Shaikan PSC |
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Group |
the Company and its Subsidiaries as at the date of this announcement |
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Guaranteed Noteholders |
the holders of Guaranteed Notes |
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Guaranteed Notes |
the US$250 million guaranteed notes due 2017 issued by the Company |
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Initial Subscription |
the subscription by Capital on 13 July 2016 for the Initial Subscription Shares at the Open Offer price of 1.09 dollar cents per Common Share |
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Initial Subscription Shares |
54,294,991 Common Shares |
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Irrevocable Undertaking |
The irrevocable undertaking from Capital to the Company entered into in connection with the Subscription |
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Kurdistan |
the Kurdistan region, an autonomous region in Iraq |
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Majority Participating Holders |
Participating Holders holding in aggregate at least 50.01% of the aggregated principal amount of the Guaranteed Notes and the Convertible Bonds held by the Participating Holders at the relevant time |
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MNR |
Kurdistan's Ministry of Natural Resources |
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MNR Agreement |
the bilateral agreement between the Company and the MNR dated 16 March 2016 |
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MOL |
MOL Hungarian Oil and Gas plc |
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New Common Shares |
the new Common Shares to be issued in connection with the Restructuring, being the Common Shares comprised in the Debt Equitisation and the Open Offer Shares |
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Notes Reinstatement |
the reinstatement of US$100 million of Guaranteed Note claims to be effected by the Scheme in connection with the Restructuring |
|
Offer Price |
1.09 dollar cents (0.82 pence - GBP/USD FX rate of 1.3221 as of 13 July 2016) per Open Offer Share |
|
Official List |
the official list of the Financial Conduct Authority |
|
Open Offer |
the pre‑emptive open offer to all Qualifying Shareholders, comprising up to US$25 million in New Common Shares |
|
Open Offer Entitlements |
the invitation by the Company to Qualifying Shareholders to apply to acquire Open Offer Shares based upon their holding of Common Shares held at the Offer Price |
|
Open Offer Shares |
up to 2,294,295,672 New Common Shares being offered by the Company to Qualifying Shareholders pursuant to the Open Offer |
|
Participating Holders |
those Guaranteed Noteholders and Convertible Bondholders from time to time who have entered into or otherwise become bound by the Restructuring Agreement |
|
Qualifying Shareholder |
shareholders(s) on the Register on the relevant record date |
|
Reinstated Notes |
the Guaranteed Notes as reinstated pursuant to the Notes Reinstatement |
|
Resolution |
the resolution to be proposed at the Special General Meeting to increase the authorised share capital of the Company |
|
Restructuring |
the capital restructuring of the Company by way of the Open Offer, the Debt Equitisation and the Notes Reinstatement, as contemplated by the Scheme, including (but not limited to) any and all connected compromises/agreements with persons not party to the Scheme, the Debt Equitisation, the Notes Reinstatement or the Open Offer |
|
Restructuring Agreement |
the conditional agreement between the Company and each of the members of the Committee entered into in connection with the Restructuring |
|
Scheme |
the scheme of arrangement under Part 26 of the Companies Act 2006 between the Company and the Scheme Creditors in connection with the Restructuring with any modification, addition or condition that the UK court may think fit |
|
Scheme Creditors |
the persons with a beneficial interest as principal in the Guaranteed Notes and/or Convertible Bonds |
|
Second Shaikan Amendment |
the second proposed amendment to the Shaikan PSC formally implementing the terms of the MNR Agreement (including the First Shaikan PSC Amendment) |
|
Shaikan block or Shaikan field |
covers an area of 283 km2 and is situated about 85 km to the north-west of Erbil |
|
Shaikan PSC |
the PSC for the Shaikan Block |
|
Shareholder |
a holder of Common Shares from time to time |
|
Special General Meeting or SGM |
the general meeting of the Shareholders at which the Resolution will be proposed |
|
Subscription |
the subscription by Capital for up to US$20 million of New Common Shares not taken up in the Open Offer |
|
Transaction Equity Value |
equity value implied by the Open Offer of US$250 million for GKP at closing of the Restructuring |
|
UK or United Kingdom |
the United Kingdom of Great Britain and Northern Ireland |
|
UK Listing Authority or UKLA |
the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA and in the exercise of its functions in respect of admission to the Official List |
|
US or United States |
the United States of America, its territories and possession, any state of the United States of America and the District of Columbia |
This information is provided by RNS
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