BOGOTA,
Colombia, April 18, 2024 /PRNewswire/ -- GeoPark
Limited ("GeoPark" or the "Company") (NYSE: GPRK), a leading
independent Latin American oil and gas explorer, operator and
consolidator, today announced the preliminary results of its tender
offer to purchase its common shares, or the shares, at (i) prices
specified by the tendering shareholders of not greater than
U.S.$10.00 nor less than
U.S.$9.00 per common share or (ii) at
the purchase price determined in accordance with the tender offer.
The tender offer expired at 5:00
p.m., New York City time,
on April 17, 2024.
Based on the preliminary count by Computershare Trust Company,
N.A., the Depositary for the tender offer (the "Depositary"), a
total of 4,444,044 common shares of GeoPark were properly tendered
and not properly withdrawn at or below a price of U.S.$10.00 per share, the maximum cash purchase price
in the price range specified in the tender offer, including 932,417
shares that were tendered through notice of guaranteed
delivery.
In accordance with the terms and conditions of the tender offer,
and in view of the preliminary results, GeoPark expects to accept
for payment an aggregate of 4,444,044 shares at a purchase price of
U.S.$10.00 per share. The shares
expected to be repurchased represent approximately 8.01% of
GeoPark's issued and outstanding common shares as of April 17, 2024.
The number of shares to be purchased and the purchase price per
share are preliminary and also subject to change. The determination
of the final number of shares to be purchased and the final
purchase price per share is subject to confirmation by the
Depositary of the proper delivery of all shares validly tendered
and not withdrawn, including shares to be delivered in accordance
with notices of guaranteed delivery within the settlement period.
The actual number of shares validly tendered and not withdrawn and
the final purchase price per share will be announced through an
additional amendment following the completion of the confirmation
process and the expiration of the guaranteed delivery period.
Payment for the shares accepted for purchase will occur promptly
thereafter. Payment for shares will be made in cash, without
interest.
The Dealer Manager for the Offer is BTG Pactual US Capital, LLC.
The Information Agent for the tender offer is Georgeson LLC. The
Depositary is Computershare Trust Company, N.A. For questions and
information, please call the Information Agent toll free at (866)
356-2715 or the Dealer Manager at (212) 293-4600.
NOTICE
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL GEOPARK LIMITED'S COMMON SHARES. THE TENDER OFFER WAS MADE
ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
RELATED MATERIALS THAT GEOPARK DISTRIBUTED TO ITS SHAREHOLDERS AND
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS AND
INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE
TENDER OFFER. SHAREHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF
THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT GEOPARK FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE
AT WWW.SEC.GOV OR BY CALLING GEORGESON LLC, THE INFORMATION AGENT
FOR THE TENDER OFFER, TOLL-FREE AT (866) 356-2715.
CAUTIONARY STATEMENTS RELEVANT TO
FORWARD-LOOKING INFORMATION
All statements contained in this press release, other than
statements of historical fact, are forward-looking statements
including those regarding the expected timing of the tender offer
described in this press release. These statements speak only as of
the date of this press release and are based on our current plans
and expectations and involve risks and uncertainties that could
cause actual future events or results to be different from those
described in or implied by such forward-looking statements,
including risks and uncertainties regarding: changes in financial
markets; changes in economic, political or regulatory conditions or
other trends affecting the ethanol, sugar and logistics industries;
and changes in facts and circumstances and other uncertainties
concerning the tender offer. Further information about these
matters can be found in our Securities and Exchange Commission
filings. Except as required by applicable law or regulation, we do
not undertake any obligation to update our forward-looking
statements to reflect future events or circumstances.
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SOURCE GeoPark Limited