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RNS Number : 3347J
Gulf Keystone Petroleum Ltd.
02 April 2015
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.
2 April 2015
Gulf Keystone Petroleum Ltd. (LSE: GKP)
("Gulf Keystone" or "the Company")
Consent Solicitation Update
US$250 million 13.0 per cent. Guaranteed Notes due 2017
(Regulation S Notes: ISIN XS1056559245 / Common Code
105655924;
Rule 144A Notes: ISIN XS1056559088 / Common Code: 105655908)
(the "Notes")
Further to the Company's RNS of 12 March 2015, Gulf Keystone,
the operator of the world class Shaikan field in the Kurdistan
Region of Iraq, today announces that it has received confirmation
that its Consent Solicitation has received the successful support
of noteholders. The Consent Solicitation will expire at 3.00 p.m.
(London time) on 2 April 2015.
Noteholders have submitted the requisite proxies to remove the
book equity ratio covenant from the trust deed constituting the
Notes (the "Trust Deed"), and the Company has agreed to the
following terms: (i) retaining the Company's Debt Service Reserve
Account at one year of scheduled interest payments for the Notes
(instead of stepping down to six months of interest payments in
October 2015); (ii) granting a security interest in favour of the
holders of the Notes and the Company's 6.25 per cent. Convertible
Bonds due 2017 (the "Convertible Bonds") over the shares of Gulf
Keystone Petroleum International Limited, subject to negotiation of
the terms of the security and intercreditor documentation; (iii)
reducing certain of the Company's grace periods under the Trust
Deed for certain events of default and including additional
notifications to the Trustee; and (iv) beginning a dialogue with a
committee of holders of the Notes if and when the Company's cash
balance drops below US$50 million (including amounts in the Debt
Service Reserve Account) for a period of five consecutive business
days. Certain of the foregoing features will have to be formally
approved at an additional meeting of holders of the Notes and if
applicable the Convertible Bonds, to be called by the Company
within 15 business days of the successful completion of the
Noteholder Meeting scheduled for 7 April 2015. For the avoidance of
doubt, the removal of the book equity ratio covenant is not subject
to the result of such additional noteholder meetings and the
Company expects the supplemental trust deed that will give effect
to the removal of the book equity ratio covenant to be executed
following the first noteholder meeting on 7 April 2015, subject to
confirmation of the final results of the Consent Solicitation
following its expiration.
The Placing of New Common Shares announced by the Company on 31
March 2015 is conditional on, inter alia, the consent from the
holders of the Notes to the removal of the book equity ratio
covenant from the Trust Deed.
The other terms and conditions of the Consent Solicitation
remain unchanged. The complete terms and conditions of the Consent
Solicitation are described in the Consent Solicitation Memorandum
dated 12 March 2015 issued by the Company, as supplemented by the
Supplements dated 24 March 2015 and 30 March 2015 (together, the
"Consent Solicitation Memorandum"), copies of which may be obtained
by contacting D.F. King Limited, the information and tabulation
agent for the Consent Solicitation, as set out below. Additional
information concerning the Consent Solicitation may be obtained by
contacting the solicitation agents.
Capitalised terms have the meanings assigned to them elsewhere
in this release or in the Consent Solicitation Memorandum, as
applicable.
This RNS is for informational purposes only, and the Consent
Solicitation is being made only pursuant to terms of the Consent
Solicitation Memorandum. The Consent Solicitation is not being made
to, and Consents are not being solicited from, holders of Notes in
any jurisdiction in which it is unlawful to make such solicitation
or grant such Consent. None of the Company, the guarantor of the
Notes, the solicitation agents, the information and tabulation
agent or the trustee under the Trust Deed makes any recommendation
as to whether or not holders of Notes should deliver any Consents.
Each holder of Notes must make its own decision as to whether or
not to deliver a Consent.
Further Information
A complete description of the terms and conditions of the
Consent Solicitation is set out in the Consent Solicitation
Memorandum. Further details about the transaction can be obtained
from:
The Solicitation Agents
Deutsche Bank AG, London Branch
Tel: +442075476153
Tel: +442075473693
Email: gkp.liability.management@list.db.com
Perella Weinberg Partners UK LLP
Tanguy Riviere
Tel: +44 20 7268 2874
Email: triviere@pwpartners.com
Yue Zhou
Tel: +44 20 7268 2844
Email: yzhou@pwpartners.com
Requests for assistance in completing and delivering the
electronic voting instructions or requests for copies of the
Consent Solicitation Memorandum and other related documents should
be directed to the Information and Tabulation Agent:
Information and Tabulation Agent
D.F. King Limited
85 Gresham Street
London EC2V 7NQ
United Kingdom
Tel: +44-20-7920-9700
Email: gkp@dfkingltd.com
Enquiries:
Gulf Keystone Petroleum: +44 (0) 20 7514 1400
Sami Zouari, CFO
Anastasia Vvedenskaya, Head of Investor
Relations
Media Relations and Financial PR Adviser: +44 (0)20 7520 9266
Mark Antelme
or visit: www.gulfkeystone.com
Notes to Editors:
-- Gulf Keystone Petroleum Ltd. (LSE: GKP) is an independent oil
and gas exploration with operations 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 MOL Kalegran Limited (a 100% subsidiary of MOL
Hungarian Oil and Gas plc.) and Texas Keystone Inc., which have
working interests of 20% and 5% respectively.
-- Gulf Keystone plans to move 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.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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