Notice of Conditional Redemption
THE DISTRIBUTION OF THIS NOTICE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN IS PROHIBITED.
THE NOTICE IS ONLY BEING MADE OUTSIDE THE UNITED STATES AND TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN INDEPENDENT FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, FROM THEIR PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") (IF THEY ARE IN THE UNITED KINGDOM), OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF THEY ARE NOT) IMMEDIATELY.
Gulf Keystone Petroleum Limited (the "Issuer")
(incorporated and registered in Bermuda under the Companies Act (Bermuda) with registered no. 31165)
NOTICE OF CONDITIONAL REDEMPTION
To the holders of the
US$100,000,000 13 per cent./10 per cent. Guaranteed Notes due 2021
(ISINs: Regulation S XS1497756095, Rule 144A XS1505549268 (the "Notes")
Reference is made to the trust deed dated 14 October 2016 constituting the Notes (the "Trust Deed") and made between BNY Mellon Corporate Trustee Services Limited as Trustee, Gulf Keystone Petroleum International Limited as Guarantor, and the Issuer (including the terms and conditions of the Notes set out in Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed (the "Conditions")). Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Trust Deed.
Subject to the satisfaction or waiver of the Refinancing Condition (as defined below), the Issuer hereby gives notice that pursuant to Condition 6.6 (Optional Redemption) the Issuer will exercise the option to redeem all of the Notes then outstanding on 26 July 2018 (the "Redemption Date") at a redemption price equal to 100 per cent of the principal amount of the Notes redeemed, plus accrued and unpaid interest on the Notes up to and including the Redemption Date (the "Redemption Price"). The record date on which any holder must hold a Note in order to be entitled to the Redemption Price is 25 July 2018.
The Issuer's election to redeem the Notes and its obligation to pay the Redemption Price on the Redemption Date is conditional upon the successful consummation of the Issuer's debt refinancing (the "Refinancing Condition"). Accordingly, none of the Notes shall be redeemed, nor shall the Redemption Price be deemed due and payable unless and until the Refinancing Condition has been satisfied or waived by the Issuer. The Issuer will notify the holders of the Notes at least one Business Day prior to the Redemption Date if the Refinancing Condition has not been or will not be satisfied and will not be waived. If the Refinancing Condition has not been satisfied and has not been waived by the Issuer, any Notes previously surrendered to the Principal Paying Agent shall be returned to the holders thereof.
The Notes are held in global form. On the Redemption Date, subject to the satisfaction or waiver of the Refinancing Condition, the Notes will be redeemed in accordance with the operating guidelines of Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme. In order to facilitate payment of the Redemption Price, holders of the Notes must surrender all of their Notes to the Bank of New York Mellon, London Branch in its capacity as principal paying agent (the "Principal Paying Agent"). The address of the Principal Paying Agent is One Canada Square, Canary Wharf, London E14 5AL.
Holders should contact the Issuer for further information:
Gulf Keystone Petroleum Limited
Jón Ferrier
Sami Zouari
+44 (0) 20 7514 1400
Date: 26 June 2018
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