TIDMGPK
RNS Number : 5471Z
Geopark Limited
07 February 2014
A REGISTRATION STATEMENT HAS BEEN FILED WITH, AND DECLARED
EFFECTIVE BY, THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
NOR SHALL THERE BE ANY SALE OF THE SHARES, IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL, PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH
STATE OR JURISDICTION.
7 February 2014
GeoPark Limited
("GeoPark" or "the Company")
NYSE Initial Public Offering
and
Cancellation of admission to trading on AIM
GeoPark is pleased to announce the pricing of its initial public
offering in the United States of 13,500,000 new common shares ("IPO
Shares") at a price of US$7.00 per share. The Company's common
shares are expected to begin trading on the New York Stock Exchange
("NYSE") today under the ticker symbol "GPRK."
In connection with the offering, the underwriters exercised in
full their option to purchase an additional 800,000 common shares
from the Company at the public offering price.
GeoPark intends to use a portion of the net proceeds from the
offering to finance or accelerate the growth of its operations in
its current asset base, or organic expansion, and, following the
completion of certain of its recent acquisitions in Brazil, its
Brazilian assets, or for general corporate purposes. In addition,
GeoPark may use a portion of the net proceeds from the offering for
opportunistic acquisitions in Chile, Colombia and Brazil, as well
as in other countries in South America.
Closing of the offering and the commencement of unconditional
dealings in the IPO Shares is expected on 12 February 2014,
following which the Company will have 57,361,614 common shares in
issue. The IPO Shares, which will rank pari passu in all respects
with the Company's existing common shares, will represent
approximately 23.5 percent of the enlarged issued share capital of
the Company.
Details of the participation and resultant shareholdings of the
directors of the Company and/or their connected entities
immediately following closing of the offering are set out
below:
Number of Resultant Percentage
IPO Shares Shareholding of the enlarged
issued share
capital
James Park 285,000 7,441,269 12.97 %
Juan Cristobal
Pavez (1) 715,000 2,886,363 5.03%
Pedro Aylwin 21,000 132,431 0.23%
Steven J. Quamme
(2) 4,714,000 9,158,394 15.97%
(1) Held through Socoservin Overseas Ltd, which is controlled by
Juan Cristóbal Pavez. The common shares reflected as being held by
Mr. Pavez include 8,559 shares held by him personally.
(2) Held through certain private investment funds managed and
controlled by Cartica Management, LLC. The common shares reflected
as being held by Mr. Quamme include 7,422 shares common shares held
by him personally. Mr. Quamme, a director of the Company, is the
co-founder and President of Cartica Management, LLC.
The issue of IPO Shares to the above Directors and/or their
connected entities is deemed to be a Related Party Transaction
under Rule 13 of the AIM Rules for Companies. The Independent
Directors (being the directors of the Company other than those
named above participating in the offering) consider, having
consulted with Oriel Securities Limited, the Company's nominated
adviser, that the terms of the transaction are fair and reasonable
insofar as existing shareholders are concerned.
The US Offering is made only by means of a prospectus, copies of
which may be obtained from J.P. Morgan Securities LLC, Attention:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717, telephone +1-866-803-9204; BTG Pactual US Capital,
LLC, Attention: Prospectus Department, 601 Lexington Avenue, New
York, NY 10022, email:
OL-BTGPactual-ProspectusDepartment@btgpactual.com; or Itau BBA USA
Securities, Inc., 767 Fifth Avenue 50th Floor, New York, NY 10153,
USA, Attention: Equity Sales Desk, telephone +1 -212-710-6756.
The registration statement has been filed with, and declared
effective by, the SEC. The registration statement comprises all of
the documents required by the SEC to effect the registration and
sale of the Shares in the United States (including a prospectus
(and exhibits thereto) which contains certain information about the
Company, its financial statements and certain other information not
required to be in a prospectus). The registration statement is
available on the SEC's website at: www.sec.gov
AIM Cancellation
Conditional upon the NYSE listing becoming effective on an
unconditional basis as expected on 12 February 2014, admission of
the Shares to trading on AIM will be cancelled with effect from
7.00 a.m. on 19 February 2014 and the last trading day on AIM will
be 18 February 2014. Up to and until this date the Shares will
continue to be traded on AIM.
Application will be made for the IPO Shares to be admitted to
trading on the AIM market of London Stock Exchange plc, which is
expected to become effective at 8.00 a.m. on 13 February 2014.
Further information on the AIM Cancellation, the termination of
the depositary interest register, how to trade on the NYSE and the
adoption of the New Bye-Laws upon the AIM Cancellation becoming
effective is set out in the announcement by the Company of 21
January 2014 and on the Company's website.
For further information, please contact:
GeoPark Limited (Chile) +56 2 2242 9600
Pablo Ducci (pducci@geo-park.com)
Sofia Chellew (schellew@geo-park.com)
Oriel Securities Limited - Nominated
Adviser and Joint Broker
+44 (0)20 7710
Michael Shaw (London) 7600
Tunga Chigovanyika (London)
Macquarie Capital (Europe) Limited
- Joint Broker
+44 (0)20 3037
Steve Baldwin (London) 2000
Capitalised terms not defined herein are defined in the
announcement by the Company of 21 January 2014.
Forward looking statements of the Company
Statements contained in this announcement are based on the
knowledge and information available to the Board at the date it was
prepared and on certain key assumptions. Therefore the facts stated
and views expressed herein may change after that date. By their
nature, any statements concerning the risks and uncertainties
facing the Company in this announcement involve uncertainty since
future events and circumstances can cause results and developments
to differ materially from those anticipated. Many of these risks
and uncertainties relate to factors that are beyond the control of
the Company. To the extent that this announcement contains any
statement dealing with any time after the date of its preparation,
such statement is merely predictive and speculative as it relates
to events and circumstances which are yet to occur. The Company
expressly disclaims any obligation to update or revise these
forward looking statements. The Company provides no assurance,
representation or guarantee that the events expressed or implied in
any forward looking statement will actually occur. Nothing
contained in this announcement should be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company except if otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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