TIDMGKP
RNS Number : 8295C
Gulf Keystone Petroleum Ltd.
20 March 2014
Not for release, publication or distribution, directly or
indirectly, in whole or in partin 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.
20 March 2014
Gulf Keystone Petroleum Ltd. (AIM: GKP)
("Gulf Keystone" or "the Company")
Publication of Prospectus and Notice of Cancellation of Trading
on AIM
Further to previous announcements, Gulf Keystone is pleased to
confirm today that the Company's prospectus (the "Prospectus") in
connection with the admission, with a standard listing, of its
entire issued share capital to the Official List of the United
Kingdom Listing Authority ("UKLA") and to trading on the London
Stock Exchange's Main Market for listed securities (together,
"Admission") has been published. Terms defined in the Prospectus
are used in this announcement.
It is expected that Admission will become effective and that
dealings in Gulf Keystone's common shares on the London Stock
Exchange's Main Market will commence at 8.00a.m.GMT on 25 March
2014. Pursuant to Rule 41 of the AIM Rules, the Company hereby
gives notice that trading in the Company's common shares on AIM
will be cancelled on the same day with effect from 8.00 a.m.
GMT.
The Company is not raising any funds or issuing any new common
shares in connection with Admission. The Company's TIDM code on the
London Stock Exchange will remain 'GKP' and, on Admission, there
will be 888,933,057 common shares in issue.
Whilst the company announced on 19 March that it is undertaking
a series of fixed income investor meetings in the US, Europe and
Asia with a debt offering of up to US$250 million in accordance
with Reg S/144A expected to follow, subject to market conditions,
the Company has made the following statement in the Prospectus:
The Company is of the opinion that the Group does not have
sufficient working capital for its present requirements, that is,
for at least the next 12 months from the date of the
Prospectus.
The Group is dependent on its existing cash resources, which
totalled US$82 million at 31 January 2014, together with production
revenues from its interest in the Shaikan Block in order to meet
its future working capital requirements. Existing cash resources at
31 January 2014 include the GBP16.9 million reimbursement of the
Group's litigation costs by Excalibur, which was received in early
January 2014. Further litigation costs may be recovered as
discussed in paragraph 18 of Part 16: "Additional Information -
Litigation" of the Prospectus, but receipt of these further amounts
has not been assumed as part of the Group's working capital
calculation.
Existing cash resources may be enhanced over the next 12 months
by:
-- achieving further consistent oil production and domestic and
export sales from Shaikan increasing up to 40,000 bopd;
-- the exercise of the Shaikan Government Option, the Shaikan
Third Party Option, the Akri-Bijeel Government Option and/or the
Akri-Bijeel Third Party Option under the terms of the Shaikan and
Akri-Bijeel PSCs;
-- any proceeds from the potential sale of the Group's interest
in the Akri-Bijeel Block; and/or
-- reimbursement of the additional GBP5.6 million litigation costs by Excalibur.
Whilst the Company believes that one or more of the above events
are likely to occur, if none of these events occur, and the Company
is unable to otherwise enhance its existing cash resources, then
the Directors would expect the Company to require additional
working capital by the end of May 2014. On that basis, the Company
would be expected to have a shortfall of approximately U.S.$20
million by the end of May 2014, which would increase throughout the
working capital period by between U.S.$10 million and U.S.$15
million per month, on average, until 31 January 2015, where an
estimated maximum cash deficit of approximately U.S.$103 million
would be reached. Subsequent to this date, the cash deficit is
forecast to decrease. These shortfalls are calculated on a
reasonable worst-case scenario basis with the Company applying
available mitigations. Further details on these scenarios and
actions to address this potential shortfall can be found in
paragraph 17 of Part 8 "The Business - Working Capital" of the
Prospectus.
The Company also announces today, and as disclosed in the
Prospectus, that Lord Guthrie has stepped down as Deputy Chairman
to be replaced by Jeremy Asher with immediate effect. Lord Guthrie
will continue in the role of Non-Executive Director. Andrew Simon,
Non-Executive Director, has been appointed Senior Independent
Director of the Company.
Copies of the Prospectus will shortly be available for
inspection from the office of Memery Crystal LLP, 44 Southampton
Buildings, London WC2A 1AP during normal business hours and will
shortly be available on the Company's website
http://www.gulfkeystone.com/investor-centre/documents-for-inspection.
The Prospectus has been submitted to the UKLA and to the
National Storage Mechanism and will be available for inspection
within 24 hours.
Gulf Keystone is due to announce its full year results for the
year ended 31 December 2014 on 27 March 2014.
Enquiries:
Gulf Keystone Petroleum: +44 (0) 20 7514 1400
Simon Murray, Non-Executive Chairman
Todd Kozel, Chief Executive Officer
Anastasia Vvedenskaya, Investor
Relations
Strand Hanson Limited +44 (0) 20 7409 3494
Stuart Faulkner / Rory Murphy
/ James Harris
Mirabaud Securities LLP +44 (0) 20 7878 3362
Peter Krens
Bell Pottinger +44 (0) 20 7861 3232
Mark Antelme / Henry Lerwill
or visit: www.gulfkeystone.com
Notes to Editors:
-- Gulf Keystone Petroleum Ltd. (AIM: GKP) is an independent oil
and gas exploration and production company focused on exploration
in the Kurdistan Region of Iraq.
-- Gulf Keystone Petroleum International (GKPI) holds Production
Sharing Contracts for four exploration blocks in Kurdistan,
including 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 Kalegran Ltd. (a 100% subsidiary of MOL Hungarian
Oil and Gas plc.) and Texas Keystone Inc., which have working
interests of 20% and 5% respectively. Texas Keystone Inc. holds its
interest in trust for Gulf Keystone, pending transfer of its
interest to the Company.
-- Gulf Keystone is moving into the large-scale phased
development of the Shaikan field targeting 100,000 bopd of
production capacity during Phase 1, following the approval of the
Shaikan Field Development Plan in June 2013.
Disclaimer
This announcement contains certain forward-looking statements.
These statements are made by the 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 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
The company news service from the London Stock Exchange
END
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