Response to M&G Recovery Fund Statement

RNS Number : 7629I

Gulf Keystone Petroleum Ltd.

08 July 2013

 



Not for release, publication or distribution in or into the United States or jurisdictions other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws of such jurisdiction.

8 July 2013

Response to M&G Recovery Fund Statement

Gulf Keystone Petroleum Ltd ("Gulf Keystone" or "the Company") (AIM: GKP) notes the press release distributed by the M&G Recovery Fund ("M&G") on 7 July 2013.

Gulf Keystone would like to respond to a number of statements made by M&G in their release:

·    As per the Company's announcement on 29 May 2013, Gulf Keystone Shareholders ("Shareholders") will have noted the Company's then publicly stated intention to comply with best corporate governance standards by splitting the role of Chairman and CEO in preparation for its move to the Main Market. 

·    Further to that announcement, on 11 June 2013, the Company announced the appointment of Odgers Berndtson, one of the UK's pre-eminent search firms, to assist Independent Non-Executive Director Field Marshal the Lord Guthrie of Craigiebank, Chair of the Nominations Committee, in the search process for an Independent Non-Executive Chairman and at least one other Independent Non-Executive Director with appropriate experience of FTSE100/250 independent non-executive directorships.

·    Shareholders will note that Gulf Keystone has delivered on the first of these commitments with the appointment of Simon Murray, CBE and Legion d'honneur, a high calibre businessman and experienced main market FTSE100/250 public company director, as Independent Non-Executive Chairman on 4 July 2013.

·    A Non-Executive Director of Gulf Keystone met with M&G on 12 June 2013 to discuss corporate governance, seven days before M&G issued their resolution nominating four proposed candidates ("the four candidates") for election as Independent Non-Executive Directors. At no time during the meeting did M&G raise the intention of sponsoring their own nominees.  Indeed, Lord Guthrie had arranged, on request by M&G, to meet with Jeremy Asher, one of their proposed nominees and a former director of Gulf Keystone who was voted off the Board on 1 April 2010.  This meeting was scheduled to take place, as it turned out, two hours after the submission by M&G of their nomination of the four candidates. At no time prior to this meeting was the nomination of the four candidates mentioned either by M&G or Jeremy Asher. Lord Guthrie was left with no choice but to cancel the pre-arranged meeting due to the behaviour of M&G.

·    Gulf Keystone remains surprised that M&G chose unilaterally to nominate the four candidates, given that the Company was running a previously announced, properly constituted, independent search process, led by the Chair of the Nominations Committee, Lord Guthrie and assisted by Odgers Berndtson.

·    It is wholly disingenuous for M&G to state they are "seeking a meeting with new Chairman Simon Murray as soon as possible". Advisers to Gulf Keystone contacted M&G on 5 July 2013 by phone to arrange such a meeting, to which M&G agreed in principle. A follow up email to finalise the details of the meeting has yet to receive a reply.

·    Gulf Keystone notes that M&G wishes to improve corporate governance at Gulf Keystone. The Company, in preparation for its move to the Main Market, has already announced its intention to bolster the Board with appropriately experienced FTSE250/100 company (or equivalent) independent non-executive directors, of which Simon Murray's appointment represents the first step. Furthermore, as announced on 4 July 2013, Simon Murray will be appointed Chairman of the Remuneration Committee.

·    It is again disingenuous for M&G to refer to the proposed appointment of Jeremy Asher as an Independent Non-Executive Director.  Under the Higgs Report definition of independence, Jeremy Asher is not independent, due to his interests in a significant shareholding in Gulf Keystone. The Company is surprised that M&G omitted this material piece of information from their press release.

·    Gulf Keystone agrees with M&G that the true value of the Company's assets is not being reflected in the current share price, but believes this is not due to corporate governance concerns, but instead due to the combination of outstanding Excalibur litigation, the market sell-off in the mid-cap natural resources sector and the public perception of uncertainty surrounding the exports and payment of oil sales in the Kurdistan Region of Iraq, all of which the Company believes will be positively addressed in the short to medium term.

·    As previously announced, Gulf Keystone is undertaking comprehensive due diligence on each of the four candidates proposed by M&G. As part of that and the search process, Lord Guthrie has contacted the three proposed candidates who meet the Higgs test for independence. Two of them are overseas and are therefore unable to have a meeting at the current time and one has yet to return Lord Guthrie's call.

·    Gulf Keystone expects to publish its recommendation to shareholders shortly and in the meantime the Board strongly urges all shareholders not to vote, or fill in their Forms of Proxy, on resolutions relating to the four candidates until they have had an opportunity to review the Board's findings on each candidate.

·    The Board's recommendations will be sent to all shareholders in a Circular, which will also be published on the GKP website and released by RNS, by no later than 11 July 2013.

Enquiries:

Gulf Keystone Petroleum:	[phone]
Todd Kozel, Chief Executive Officer
Simon Murray, Chairman
Anastasia Vvedenskaya, Investor Relations
Strand Hanson Limited	[phone]
Stuart Faulkner / James Harris / Rory Murphy
Mirabaud Securities LLP	[phone]
Peter Krens
Pelham Bell Pottinger	[phone]
Mark Antelme / Henry Lerwill

or visit: http://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 150,000 barrels of oil per day of production within three years, following the approval of the Shaikan Field Development Plan, announced on 26 June 2013.

Disclaimer

Not for release, publication or distribution, directly or indirectly, in or into the United States or jurisdictions other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws of such jurisdiction.  This announcement(and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States or jurisdictions other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.  No public offering of the securities will be made in the United States.

 

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