TIDMGKP
RNS Number : 9081I
Gulf Keystone Petroleum Ltd.
30 March 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.
30 March 2015
Gulf Keystone Petroleum Ltd. (LSE: GKP)
("Gulf Keystone" or "the Company")
Proposed Placing of New Common Shares
Further to the Company's Strategic Update of 25 February 2015
and Operational Update of 18 March 2015, Gulf Keystone, the
operator of the world class Shaikan field in the Kurdistan Region
of Iraq, is pleased to announce a proposed placing of up to
85,900,000 new Common Shares through an accelerated bookbuilding
process to qualified investors to be carried out by Mirabaud
Securities LLP ("Mirabaud") and Pareto Securities Limited
("Pareto", together the "Bookrunners"), with both new and existing
institutional investors (the "Placing").
Use of Proceeds
Proceeds will be used to strengthen the Company's financial
position in the near term, whilst the previously announced review
of longer term financing options, and potential corporate actions,
continues, alongside the ongoing work with the Kurdistan Regional
Government's Ministry of Natural Resources to establish a regular
payment cycle for past and future Shaikan production and payment of
arrears.
Prior to proceeds from the Placing, the Company's cash balance
is US$86.3 million, which includes the pre-payment of US$26 million
gross (US$20.8 million net to Gulf Keystone) received for Shaikan
crude oil sales on 25 February.
The Company continues to increase production to levels
consistent with the installed capacity of 40,000 barrels of oil per
day ("bopd"), currently producing approximately 35,000 gross bopd
from the Shaikan production facilities.
The Placing
The Placing is being conducted, subject to the satisfaction of
certain conditions, through an accelerated bookbuilding process to
qualified investors to be carried out by the Bookrunners with both
new and existing institutional investors. The Placing is not being
underwritten.
The Placing is conditional, inter alia, on holders of at least
75% in principal amount of the Notes consenting to the
Extraordinary Resolution by 7.00 p.m. on 1 April 2015 or such later
time and date as may be agreed between the Company and the
Bookrunners, being no later than 3 p.m. on 2 April 2015; admission
of the Placing Shares to the standard segment of the Official List
and to trading on the London Stock Exchange's Main Market for
listed securities ("Admission"); and the Placing Agreement to be
entered into between the Company, Mirabaud and Pareto not being
terminated prior to Admission. In connection with the Placing the
Company will undertake not to adjourn the Meeting or amend the
resolution proposed at the Meeting.
The book will open with immediate effect. The book is expected
to close no later than 7.00 a.m. on 31 March 2015 but may be closed
earlier or later at the sole discretion of the Company and the
Bookrunners. The allocation, number of Placing Shares and the price
at which the Placing Shares are to be placed will be agreed by the
Company with the Bookrunners at the close of the accelerated
bookbuilding process. Details of the above will be announced as
soon as practicable after the close of the bookbuilding
process.
The Placing Shares will be fully paid and will rank pari passu
in all respects with the existing Common Shares in the Company
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing. By
choosing to participate in the Placing, Placees will be deemed to
have read and understood this Announcement in its entirety
(including the Appendix) and to be making an offer on the terms and
conditions and providing the representations, warranties,
acknowledgements and undertakings contained therein.
Sami Zouari, Gulf Keystone Petroleum's CFO, commented:
"Given the well documented macro geo-political challenges that
today are affecting Gulf Keystone and the Kurdistan Region of Iraq,
where all of the Company's assets are located, we are focused on
ensuring the best course possible through this period for the
benefit of all stakeholders. Whilst we continue to work closely
with the Kurdistan Regional Government, our host and partner, on
establishing a stable payment cycle for Shaikan production, we need
to maintain and enhance our liquidity in the near term."
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 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, 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. Texas Keystone Inc.
holds its interest in trust for Gulf Keystone, pending transfer of
its interest to the Company.
-- Having achieved 40,000 bopd of production capacity by the end
of 2014, 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.
APPENDIX
TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY
THE COMPANY, MIRABAUD AND PARETO TO INFORM THEMSELVES ABOUT AND TO
OBSERVE ANY SUCH RESTRICTIONS.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF TRANSFERABLE
SECURITIES TO THE PUBLIC FOR THE PURPOSES OF SECTION 85 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"). MEMBERS OF THE
PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX
ARE FOR INFORMATION PURPOSES ONLY AND ARE EXEMPT FROM THE GENERAL
RESTRICTION SET OUT IN SECTION 21 OF FSMA ON THE COMMUNICATION OF
FINANCIAL PROMOTIONS ON THE GROUNDS THAT THEY ARE DIRECTED ONLY AT:
QUALIFIED INVESTORS WHO ARE PERSONS WHO: (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT
IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
Persons who are invited to and who choose to participate in the
Placing, by making an oral or written offer to acquire Placing
Shares will be deemed to have read and understood this Announcement
in its entirety and to be making such offer to acquire Placing
Shares on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings
contained in this Appendix.
Unless otherwise stated, defined terms used in this Appendix
have the meaning set out at the end of this Appendix.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) by whom or on whose behalf a commitment to take up Placing
Shares has been given and who has been invited to participate in
the Placing by Mirabaud and/or Pareto.
Details of the Placing
Mirabaud and Pareto will enter into the Placing Agreement under
which Mirabaud and Pareto will agree on behalf of and as agents for
the Company, to use their reasonable endeavours to procure persons
who will (subject to the satisfaction or waiver of the conditions
contained in the Placing Agreement) subscribe for the Placing
Shares at the Placing Price.
Application will be made for admission of the Placing Shares to
the standard segment of the Official List and to trading on the
London Stock Exchange's Main Market for listed securities
("Admission"). The Placing Shares will be issued credited as fully
paid and will on Admission rank in full for all dividends and other
distributions declared, paid or made after Admission in respect of
the Common Shares and otherwise pari passu in all respects with the
existing Common Shares of the Company.
Application for admission to trading
It is expected that Admission will become effective and that
dealings in the Placing Shares will commence at 8.00 a.m. on 2
April 2015.
Participation in, and principal terms of, the Placing
Mirabaud and Pareto are arranging the Placing within the UK as
agents for and on behalf of the Company. Mirabaud and Pareto will
determine in their absolute discretion the extent of each Placee's
participation in the Placing, which will not necessarily be the
same for each Placee. The Placing is not underwritten. The price of
securities and income from them may go down as well as up and
investors may not get back the full amount on disposal of the
securities.
Any indication in this Announcement of the price at which Common
Shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. No statement in this Announcement
is intended to be a profit forecast and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
On the assumption that the conditions set out in the Placing
Agreement are satisfied (or waived, where appropriate) and that the
Placing Agreement does not lapse and is not terminated in
accordance with its terms on or prior to 8.00 a.m. on 2 April 2015
(or such later date, being not later than 9 April 2015 (the "Long
Stop Date"), as Mirabaud, Pareto and the Company may agree in
writing), each Placee will be required to pay to Mirabaud or
Pareto, on the Company's behalf, the Placing Price for each Placing
Share agreed to be acquired by it under the Placing in accordance
with the terms set out herein. Each Placee's obligation to acquire
and pay for Placing Shares under the Placing will be owed to
Mirabaud, Pareto and the Company. Each Placee has an immediate,
separate, irrevocable and binding obligation, owed to Mirabaud or
Pareto, to pay to it (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for. Each Placee
will be deemed to have read and understood the Appendix in its
entirety, to be participating in the Placing upon the terms and
conditions contained in the Appendix, and to be providing the
confirmations, representations, warranties, agreements,
acknowledgements and undertakings, in each case as contained in the
Appendix. Save in the event of fraud on its part (and to the extent
permitted by the rules of the FCA (the "FCA Rules")), neither (i)
Mirabaud nor Pareto, (ii) any of their respective directors,
officers, employees or consultants, nor (iii) to the extent not
contained within (i) or (ii), any person connected with Mirabaud or
Pareto as defined in the FCA Rules ((i), (ii) and (iii) being
together "affiliates" and individually an "affiliate"), shall have
any liability to Placees or to any person other than the Company in
respect of the Placing and that where any such liability
nevertheless arises as a matter of law each Placee will immediately
waive any claim against any affiliates which it may have in respect
thereof.
Conditions of the Placing
The Placing Agreement will be conditional, inter alia, on:
(i) receipt of a certificate by 7.00 p.m. on 1 April 2015 or
such later date and time as may be agreed between the Company,
Mirabaud and Pareto being no later than 15.00 p.m. on 2 April 2015
evidencing the consent from the Holders of the Notes to approve the
Extraordinary Resolution;
(ii) Admission having become effective by no later than 8.00
a.m. on 2 April 2015 (or by such later date as the Company,
Mirabaud and Pareto may agree, being no later than the Long Stop
Date);
(iii) the Company having complied with its obligations under the
Placing Agreement to the extent that the same fall to be performed
prior to Admission; and
(iv) the satisfaction or, where appropriate, the waiver of
certain other conditions set out in the Placing Agreement.
If any of the conditions contained in the Placing Agreement are
not satisfied (or, where applicable, waived) or it has become
incapable of being satisfied on or before 8.00 a.m. on 2 April 2015
or such later date as Mirabaud, Pareto and the Company may agree in
writing (but being not later than the Long Stop Date) the Placee's
rights and obligations hereunder shall cease and determine at such
time and each Placee agrees that no claim can be made by the Placee
in respect thereof. All obligations assumed by the Placee under the
terms and conditions of this Announcement are given to Mirabaud and
Pareto in their capacities as agents for the Company and are
therefore directly enforceable by the Company.
By accepting Placing Shares, each Placee irrevocably agrees
that: (i) the Company, Mirabaud and Pareto may jointly, in their
absolute discretion, exercise the right to extend the time for
fulfilment of any of the conditions to the Placing Agreement
(provided that Admission occurs not later than the Long Stop Date)
waive, in whole or in part, fulfilment of certain of the conditions
to the Placing Agreement and may terminate the Placing Agreement in
certain circumstances prior to Admission, in each case without
consulting with any Placee. Any such extension or waiver will not
affect the Placees' commitments. If there is any change to the
timetable the Placees will be notified at the first practicable
opportunity.
Termination of the Placing Agreement
The Placing Agreement contains certain undertakings and
warranties given by the Company for the benefit of Mirabaud and
Pareto and indemnities given by the Company relating to certain
potential liabilities of Mirabaud and Pareto. In addition, each of
Mirabaud and Pareto has certain rights to terminate the Placing
Agreement at any time prior to Admission, inter alia, in the event
of force majeure or a breach of warranty which is material in the
context of the Placing. In the event that either of Mirabaud or
Pareto exercises these rights, all obligations and liabilities owed
by the Placees will cease and Mirabaud and Pareto will cause to be
returned to the Placee, without interest, all monies received from
the Placee at the Placee's risk.
By participating in the Placing, Placees agree that the exercise
by Mirabaud or Pareto of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Mirabaud or Pareto and that they need not make any
reference to Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted
to be approved by the FCA in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendix) released by
the Company today, and subject to the further terms set forth in
the contract note to be provided by Mirabaud or Pareto to
individual prospective Placees.
Each Placee, by participating in the Placing, agrees that the
content of this Announcement (including the Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information or
representation concerning the Company, its subsidiaries, the
Placing or Common Shares. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this Announcement.
Neither the Company nor Mirabaud nor Pareto nor any of their
respective officers, directors or employees will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing.
Registration and settlement
Settlement of transactions in the Placing Shares through DIs
following Admission will take place within the system administered
by CREST, subject to certain exceptions. The Company reserves the
right to require settlement for and delivery of the Placing Shares
(or a portion thereof) to Placees in certificated form if either
Mirabaud or Pareto in its absolute discretion considers this to be
necessary or desirable.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Mirabaud or
Pareto. Such agreement will constitute a legally binding commitment
on such Placee's part to acquire that number of Placing Shares at
the Placing Price on the terms and conditions set out or referred
to in the Appendix and subject to the Company's Bye-Laws.
After such agreement is entered into, each Placee allocated
Placing Shares in the Placing will be sent contract notes stating
the number of Placing Shares allocated to it at the Placing Price
and settlement instructions (the "Contract Note").
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Mirabaud or Pareto. Settlement should be through
Mirabaud against CREST ID: 834, account designation: Clearing or
through Pareto against CREST ID: BA01F. For the avoidance of doubt,
Placing allocations will be booked with a trade date of 31 March
2015 and settlement date of 2 April 2015.
The Company will deliver DIs in respect of the Placing Shares to
the CREST accounts operated by Mirabaud and Pareto as agents for
the Company and each of Mirabaud and Pareto will enter its delivery
(DEL) instruction into the CREST system. The input to CREST by a
Placee of a matching or acceptance instruction will then allow
delivery of DIs in respect of the relevant Placing Shares to that
Placee against payment.
Interest may be charged in respect of payments not received for
value at that time.
Whilst Mirabaud and Pareto do not believe there to be any
liability to stamp duty or stamp duty reserve tax in respect of the
Placing Shares, should any such stamp duty or stamp duty reserve
tax be payable, it shall be entirely for the Placee's account and
neither the Company, nor Mirabaud nor Pareto will have any
liability in respect thereof.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Mirabaud or Pareto may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the Company's account and benefit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) which may arise upon the sale of
such Placing Shares on such Placee's behalf.
If DIs in respect of Placing Shares are to be delivered to a
custodian or settlement agent, Placees should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name
of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK
stamp duty or stamp duty reserve tax. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations and warranties
By participating in the Placing each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) with the
Company, Mirabaud and Pareto the following:
1. it has read this Announcement, including the Appendix, in its
entirety and acknowledges and agrees that its participation in the
Placing will be governed by the terms of this Appendix;
2. its obligations are irrevocable and legally binding and shall
not be capable of rescission or termination by it in any
circumstances except fraud;
3. that the exercise by Mirabaud and Pareto of any rights or
discretion under the Placing Agreement shall be within the absolute
discretion of Mirabaud and Pareto and Mirabaud and Pareto need not
have any reference to the Placee and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and that it has no rights against Mirabaud
and Pareto or the Company, or any of their respective directors and
employees under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;
4. that it is not relying on any information or representation
or warranty in relation to the Company or any of its subsidiaries
or any of the Placing Shares other than as contained in this
Announcement (including the Appendix). That neither the Company nor
Mirabaud nor Pareto nor any of their respective officers, directors
or employees will have any liability for any such other information
or representation;
5. it has relied on its own investigation of the business,
financial or other position of the Company in determining whether
to participate in the Placing and neither Mirabaud nor Pareto nor
the Company nor any of their respective affiliates nor any person
acting on behalf of any of them has provided, and will not provide,
any material regarding the Placing Shares or the Company other than
the contents of this Announcement;
6. that neither it nor, as the case may be, its clients expect
Mirabaud and Pareto to have any duties or responsibilities to it
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that neither Mirabaud nor Pareto is acting for it or its
clients, and that neither Mirabaud nor Pareto will be responsible
for providing protections afforded to its respective clients or for
providing advice in relation to the transactions described in this
letter;
7. it is not a US Person (as defined below) or a national or
resident of Canada, Australia, the Republic of South Africa, Japan
or a corporation, partnership or other entity organised under the
laws of the United States of America (the "United States"), Japan,
the Republic of South Africa or any province of Canada or Australia
and that it will not offer, sell, renounce, transfer or deliver
directly or indirectly any of the Placing Shares in the United
States, Japan, the Republic of South Africa or any province of
Canada or Australia or to or for the benefit of any US person or
any person resident in the Japan, the Republic of South Africa, or
any province of Canada or Australia and it acknowledges that the
Placing Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended, ("US Securities
Act") and the relevant exemptions are not being obtained from the
Securities Commission of any province of Canada and that the same
are not being offered for sale and may not be, directly or
indirectly, offered, sold, renounced, transferred or delivered in
the United States, Japan, the Republic of South Africa or any
province of Canada or Australia unless pursuant to a relevant
exemption. In this Announcement, "US Person" means a citizen or
resident of the United States, a citizen or partnership or other
entity created or organised in or under the laws of the United
States or any sub-division thereof or therein and any estate or
trustee which is subject to US federal income taxation regardless
of its source;;
8. if it is a US person or in the United States, it meets the
requirements of qualified institutional buyers, as defined in Rule
144A under the US Securities Act;
9. it understands that if it is in the United States or a US
Person and it decides to offer, sell or otherwise transfer any of
the Placing Shares, such securities may be offered, sold or
otherwise transferred only (i) to the Company, (ii) pursuant to an
effective registration statement that covers resale of the
securities, (iii) outside the United States in accordance with Rule
904 of Regulation S under the US Securities Act, or (iv) within the
United States in a transaction that does not require registration
under the US Securities Act (including, without limitation,
pursuant to Rule 144 or Rule 144A) and in any case in accordance
with any applicable securities laws of any state of the United
States, and, with respect to clauses (iii) and (iv), the Placee
has, prior to such offer, sale or transfer, furnished to the
Company an opinion of counsel or other evidence of exemption, in
either case reasonably satisfactory to the Company;
10. it understands that if it is in the United States or a US
Person, the Placing Shares shall only be eligible for settlement
through CREST if approved by the Company, and, if requested by the
Company, the Placee provides a signed letter addressed to the
Company, containing certain representations regarding compliance
with US securities laws;
11. if any Common Shares offered and sold pursuant to Regulation
S are issued in certificated form, then such certificates
evidencing ownership will contain a legend substantially to the
following effect unless otherwise determined by the Company in
accordance with applicable law:
"THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US
PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN
EXEMPTION THEREFROM AND IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS."
12. if required by applicable securities laws or as otherwise
reasonably requested by the Company, the Placee will execute,
deliver and file and otherwise assist the Company in filing
reports, questionnaires, undertakings and other documents with
respect to the issue of the Placing Shares;
13. it is entitled to subscribe for the Placing Shares under the
laws of all relevant jurisdictions which apply to it and that it
has fully observed such laws and obtained all governmental and
other consents which may be required thereunder or otherwise and
complied with all necessary formalities and that it has not taken
any action which will or may result in the Company or Mirabaud or
Pareto or any of their respective directors, officers, employees or
agents acting in breach of any regulatory or legal requirements of
any territory in connection with the Placing or its acceptance of
Placing Shares and that its commitment constitutes a valid and
binding obligation on it;
14. it has obtained all necessary capacity, consents and
authorities (regulatory or otherwise) to enable it to give its
commitment to subscribe for the Placing Shares and to perform its
subscription obligations;
15. it has such knowledge and experience in financial, business
and tax matters as to be capable of evaluating the merits and risks
of its investment in the Placing Shares and it is able to bear the
economic risks and complete loss of such investment in the Placing
Shares;
16. it is acting as principal and for no other person and that
its acceptance of Placing Shares will not give a contractual right
to require the issue by the Company of any Placing Shares;
17. it will (or will procure that its nominee will), if
applicable, make notification to the Company of the interest in its
shares in accordance with the articles of association of the
Company;
18. it is a Qualified Investor as defined in section 86(7) of
FSMA and is a person (i) having professional experience in matters
relating to investments who falls within the definition of
"investment professionals" in Article 19(5) of the Order or (ii)
who falls within Article 19(5) or Article 49(2)(a) to (d) ("High
Net Worth Companies, Unincorporated Associations, etc") of the
Order or (iii) to whom this Announcement may otherwise lawfully be
communicated;
19. if in a Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member
State"), the relevant Placee represents and warrants that:
(a) it is a legal entity which is authorised or regulated to
operate in the financial markets or, if not so authorised or
regulated, its corporate purpose is solely to invest in securities;
or
(b) it is a legal entity which has two or more of:
(i) an average of at least 250 employees during the last financial year;
(ii) a total balance sheet of more than EUR 43,000,000; and/or
(iii) an annual turnover of more than EUR 50,000,000, as shown
in its last annual or consolidated accounts; or
(c) in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Relevant Member State other than Qualified Investors (as defined in
the Prospectus Directive) or in circumstances in which the prior
consent of Mirabaud and Pareto has been given to the offer or
resale; or (ii) where Placing Shares have been acquired by it on
behalf of persons in any member state of the EEA other than
Qualified Investors, the offer of those Placing Shares to it is not
treated under the Prospectus Directive as having been made to such
persons; or
(d) such securities are sold in any other circumstance which
does not require the publication of a prospectus by the Company
pursuant to Article 3 of the Prospectus Directive; or
(e) it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion, and that, unless otherwise
agreed with the Company, it (and any such account) is subscribing
for the Placing Shares in an "offshore transaction" (within the
meaning of Regulation S under the US Securities Act);
20. it is not, nor is it acting on behalf of, a person falling
within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
21. that no instrument under which it acquires Placing Shares
(whether as principal, agent or nominee) will be subject to stamp
duty or SDRT at the increased rates referred to in sections 67 or
93 (Depository Receipts) or section 70 or 96 (Clearance Services)
of the Finance Act 1986;
22. that it irrevocably appoints any director of Mirabaud or
Pareto as its agent for the purpose of executing and delivery to
the Company and/or its registrars any documents on its behalf
necessary to enable it to be registered as the holder of any of the
Placing Shares offered to it by Mirabaud or Pareto;
23. that if it elects to receive its Placing Shares in
uncertificated form, the CREST member account identified in the
Contract Note returned by it is not marked;
24. to indemnify and hold the Company, Mirabaud and Pareto
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach by it (or any person on whose behalf it is acting)
of the representations, warranties, acknowledgements, agreements
and undertakings contained in this appendix and further agrees that
the provisions of this appendix shall survive after completion of
the Placing;
25. that its obligations will be owed to the Company, Mirabaud
and Pareto and acknowledges that it has an immediate, separate,
irrevocable and binding obligation, owed to Mirabaud and Pareto, to
pay to Mirabaud or Pareto (or as it may direct) in cleared funds an
amount equal to that shown in the Contract Note;
26. that any agreements entered into by it pursuant to these
terms and conditions shall be governed by and construed in
accordance with the laws of England and it submits (on behalf of
itself and on behalf of any person on whose behalf it is acting) to
the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract;
27. that the Company, Mirabaud and Pareto will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to each of
Mirabaud and Pareto on its own behalf and on behalf of the Company
and are irrevocable;
28. it is aware of, have complied with and will continue to
comply with any obligations it has under the FCA's Money Laundering
Rules, the Criminal Justice Act 1993, FSMA, the Terrorism Act 2000,
the Anti Terrorism Crime and Security Act 2001 and the Proceeds of
Crime Act 2002 to the extent applicable to it and in respect of its
subscription for Placing Shares: (i) it has complied fully with its
obligations pursuant to the Money Laundering Regulations 2007; and
(ii) it will provide Mirabaud and/or Pareto on demand with any
information it may require for the purposes of verification under
the Money Laundering Regulations 2007;
29. that to ensure compliance with the FCA's Money Laundering
Rules, the Terrorism Act 2000, the Anti Terrorism Crime and
Security Act 2001, the Proceeds of Crime Act 2002 and the Money
Laundering Regulations 2007 (as applicable) each of Mirabaud and
Pareto may, in its absolute discretion, require verification of the
Placees identity to the extent that it has not already provided the
same. Pending the provision to Mirabaud or Pareto of evidence of
identity, definitive certificates in respect of Placing Shares may
be retained at its absolute discretion. If within a reasonable time
after a request for verification of identity Mirabaud or Pareto has
not received evidence satisfactory to it, Mirabaud or Pareto may,
at its absolute discretion, terminate the proposed issue of Placing
Shares to the Placee in which event the monies payable on
acceptance of the allotment will, if paid, be returned without
interest to the account of the drawee bank from which they were
originally debited. No Placing Shares will be placed with a Placee
if before Admission its acceptance of any Placing Shares is
rejected pursuant to the Money Laundering Regulations 2007;
30. that it will not make any offer to the public of those
Placing Shares to be subscribed by it for the purposes of the
Prospectus Rules issued by the FCA with effect from 1 July 2005
pursuant to Commission Regulation (EC) No. 809/2004;
31. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to give the statements set out
herein) for investment purposes only;
32. if the investor is a natural person, such investor is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such investor's agreement to subscribe for Common
Shares under the Placing and will not be any such person on the
date any such Placing is accepted;
33. that information provided by it to the Company and the
Company's registrars (the "Registrars") will be stored on the
Company's and/or the Registrars computer system(s). It acknowledges
and agrees that for the purposes of the Data Protection Act 1998
(the "Data Protection Law") and other relevant data protection
legislation which may be applicable, the Company and the Registrars
are required to specify the purposes for which they will hold
personal data. The Company and the Registrars will only use such
information for the purposes set out below (collectively, the
"Purposes"), being to:
(i) process its personal data (including sensitive personal
data) as required by or in connection with its holding of Common
Shares, including processing personal data in connection with
credit and money laundering checks on it;
(ii) communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Common
Shares;
(iii) provide personal data to such third parties as the Company
or the Registrars may consider necessary in connection with its
affairs and generally in connection with its holding of Common
Shares or as the Data Protection Law may require, including to
third parties outside the United Kingdom or the European Economic
Area;
(iv) without limitation, provide such personal data to the
Company, Mirabaud or Pareto for processing, notwithstanding that
any such party may be outside the United Kingdom or the EEA States;
and
(v) process its personal data for the Company's or Registrars' internal administration; and
34. that it has obtained the consent of any data subject to the
Registrars and the Company and their respective associates holding
and using their personal data for the Purposes (including the
explicit consent of the data subjects for the processing of any
sensitive personal data for the purpose set out in paragraph 33
above). For the purposes of this document, "data subject",
"personal data" and "sensitive personal data" shall have the
meanings attributed to them in the Data Protection Law.
The acknowledgements, undertakings, representations and
warranties referred to above are given to each of the Company,
Mirabaud and Pareto (for their own benefit, and where relevant, the
benefit of their respective affiliates) and are irrevocable. The
Company, Mirabaud and Pareto will rely upon the truth and accuracy
of the foregoing acknowledgements, undertakings, representations
and warranties.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the acquisition by them of any
Placing Shares or the agreement by them to acquire any Placing
Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither Mirabaud nor Pareto owes any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities expected to be contained in
the Placing Agreement.
When a Placee or person acting on behalf of the Placee is
dealing with Mirabaud or Pareto, any money held in an account with
Mirabaud or Pareto on behalf of the Placee and/or any person acting
on behalf of the Placee will not be treated as client money within
the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from either
Mirabaud' or Pareto's money in accordance with the client money
rules and will be used by Mirabaud or Pareto in the course of its
own business and each Placee will rank only as a general creditor
of Mirabaud or Pareto.
Definitions
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" admission of the Placing Shares to the standard
segment of the Official List and to trading
on the Main Market for listed securities
"Announcement" means this announcement (including the appendix
to this announcement)
"Clearing Systems" together Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme;
"Common Shares" common shares of US$0.01 each in the capital
of the Company
"Company" Gulf Keystone Petroleum Limited
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001) for the paperless
settlement of trades and the holding of uncertificated
securities operated by Euroclear UK & Ireland
Limited
"Directors" or the directors of the Company, or any duly
"Board" authorised committee thereof
"DIs" depositary interests representing entitlements
to Common Shares issued by the Registrars
"Direct Participant" each person in whose name the Notes held
through the Clearing Systems are registered
"Extraordinary as at the time of delivering the Instruction
Resolution" the extraordinary resolution to be proposed
at the Meeting to approve amendments to the
terms and conditions of the Notes;
"FCA" the Financial Conduct Authority in its capacity
as the competent authority for the purposes
of Part VI of FSMA
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"Group" the Company, its subsidiaries and its subsidiary
"Holders" undertakings
each Direct Participant and each person who
holds a beneficial interest in the Notes
through the Clearing Systems or their Direct
Participants at the time of delivering the
instructions submitted in accordance with
the Clearing Systems from the Holders to
vote in favour of the Extraordinary Resolution;
"London Stock London Stock Exchange Plc
Exchange"
"Main Market" the Main Market of the London Stock Exchange
"Mirabaud" Mirabaud Securities LLP
"Meeting"
the meeting of the Holders to take place
"Notes" on 7 April 2015 to approve the Extraordinary
Resolution;
the 13.0 per cent. Guaranteed Notes due 2017
issued by the Company;
"Official List" the official list of the FCA
"Pareto" Pareto Securities Limited
"Placing" the placing of the Placing Shares at the
Placing Price
"Placing Agreement" the agreement to be entered into between
the Company, Mirabaud and Pareto relating
to the Placing
"Placing Price" the price at which the Placing Shares are
to be placed as will be agreed between the
Company, Mirabaud and Pareto
"Placing Shares" up to 85,900,000 new Common Shares to be
issued by the Company
"Registrars" Computershare Investor Services (Channel
Islands) Limited
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
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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