Completion of Balance Sheet Restructuring
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
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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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Canaccord Genuity Limited |
+44(0) 20 7523 8000 |
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Henry Fitzgerald-O'Connor Jack Scott |
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DF King Limited acts as Information Agent for Guaranteed Noteholders and Convertible Bondholders.
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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 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 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.
This information is provided by RNS
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