Gulf Keystone Petrol (GKP) - Settlement and closing of convertible bonds
RNS Number : 0561P
Gulf Keystone Petroleum Ltd.
19 October 2012
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW
19 October 2012
Gulf Keystone Petroleum Ltd. (AIM: GKP)
("Gulf Keystone" or "the Company")
Settlement and closing of offering of USD 275 million
Convertible Bonds due October 2017
Gulf Keystone is pleased to announce the settlement and closing of its
successful offering (the "Offering") of senior unsecured convertible bonds due
October 2017 (the "Convertible Bonds").
The Company intends to make an application for the Convertible Bonds to be
admitted to listing on the Official List of the UK Listing Authority and
admitted to trading on the Professional Securities Market of the London Stock
Exchange by no later than 30 November 2012.
BNP Paribas acted as Sole Bookrunner and Lead Manager of the Offering.
Mirabaud Securities LLP and Natixis acted as Co-Bookrunners of the Offering.
Ewen Ainsworth, Gulf Keystone's Finance Director commented:
"We are extremely pleased with the response received from existing and new
investors to this important financing initiative. This is the first time Gulf
Keystone has accessed the debt capital markets, and the success of the
offering demonstrates investors' confidence in the Company's on-going move
from appraisal to development of its world class Shaikan field and the
maturing hydrocarbon profile of the Kurdistan Region of Iraq."
Gulf Keystone Petroleum: +44 (0) 20 7514 1400
Todd Kozel, Executive Chairman and
Chief Executive Officer
Ewen Ainsworth, Finance Director
Strand Hanson Limited +44 (0) 20 7409 3494
Simon Raggett / Rory Murphy / James Harris
Pelham Bell Pottinger +44 (0) 20 7861 3232
Florence Sztuder (Syndicate Desk) +33 (0) 144 95 4100
Ben Canning (Equity Capital Markets) +44 (0) 20 7595 1000
Mirabaud Securities LLP
Peter Krens +44 (0) 20 7595 1000
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 Limited is registered in Hamilton, Bermuda with
further offices in Erbil, Kurdistan (Iraq), Algiers, Algeria and London, UK.
§ 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 with a working interest of 75 per
cent and is partnered with Kalegran Ltd. (a 100 per cent subsidiary of MOL
Hungarian Oil and Gas Plc.) and Texas Keystone Inc., which have working
interests of 20 per cent and 5 per cent respectively. Texas Keystone Inc.
holds its interest in trust for Gulf Keystone, pending transfer of its
interest to the Company.
§ Shaikan is a major discovery with independently audited gross oil-in-place
volumes of between 12.4 billion barrels to 15 billion barrels calculated on
the P90 to P10 basis, with a mean value of 13.7 billion barrels.
§ The Company's shares have traded on the AIM market of the London Stock
Exchange since listing on 8 September 2004.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF
1933, AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL
SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY CONVERTIBLE BONDS, NOR
SHALL THERE BE ANY OFFER OF CONVERTIBLE BONDS IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE CONVERTIBLE BONDS OR OTHER
SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE
REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS
DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS
(AS DEFINED IN REGULATION S), ABSENT REGISTRATION OR EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE
CONVERTIBLE BONDS OR OTHER SECURITIES MENTIONED IN THIS ANNOUNCEMENT IN THE
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY CONVERTIBLE BONDS.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED
KINGDOM TO (I) PERSONS WHO 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) HIGH NET WORTH
ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE READ, ACTED ON OR
RELIED ON BY PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM. BY READING THIS
ANNOUNCEMENT, THE READER ACKNOWLEDGES THAT IT IS A PERSON EITHER (I) OUTSIDE
THE UNITED KINGDOM OR (II) FALLING WITHIN ONE OF THE FOREGOING CATEGORIES.
THIS ANNOUNCEMENT DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR
INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN THE CONVERTIBLE BONDS.
THE LEAD MANAGER AND THE CO-BOOKRUNNERS (TOGETHER, THE "MANAGERS") ACTED ON
BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE CONVERTIBLE BONDS
AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE LEAD MANAGER, OR FOR PROVIDING ADVICE IN RELATION
TO THE CONVERTIBLE BONDS.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO,
OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED
BY THE MANAGERS, OR BY ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES
OR AGENTS AS TO OR IN RELATION TO THE ACCURACY, COMPLETENESS OR VERIFICATION
OF THISANNOUNCEMENT, PUBLICLY AVAILABLE INFORMATION ON THE COMPANY OR ANY
OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR
ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY EXPRESSLY DISCLAIMED.
This information is provided by RNS
The company news service from the London Stock Exchange
MSCFFMEDAFESEFS -0- Oct/19/2012 06:00 GMT
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