Restructuring Agreement Update

RNS Number : 9215F

Gulf Keystone Petroleum Ltd.

02 August 2016

 

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.

 2 August 2016

Gulf Keystone Petroleum Limited. (LSE: GKP)

("Gulf Keystone", "GKP" or "the Company")

US$250,000,000 13.0 per cent. Guaranteed Notes due 2017 (ISINs: Regulation S XS1056559245, Rule 144A XS1056559088) (the "Guaranteed Notes") and US$325,000,000 6.25 per cent. Convertible Bonds due 2017 (ISIN: XS0841237497, Common Code: 084123749) (the "Convertible Bonds")

Restructuring Agreement Update

Further to its RNS of 14 July 2016 regarding the Balance Sheet Restructuring Transaction (the "Restructuring RNS"), the Company announces today that signatories to the Restructuring Agreement now represent approximately 82% of the aggregate principal amount of the Guaranteed Notes and approximately 82% of the aggregate principal amount of the Convertible Bonds.

Under the terms of the Restructuring Agreement, the signatories have agreed, inter alia, to (i) forbear from taking any action to enforce the terms of the Guaranteed Notes and/or the Convertible Bonds, as applicable, (ii) support and take reasonable and necessary actions (that are consistent with the Restructuring Agreement and the Restructuring) as they may have under or in respect of the Guaranteed Notes and/or the Convertible Bonds, as applicable, in furtherance of implementation and consummation of the Restructuring and (iii) vote in favour of the Scheme at the relevant Creditor Meeting(s).

The deadline for Convertible Bondholders to accede to the Restructuring Agreement in order to be eligible to participate in an alternative restructuring was close of business on 1 August 2016.

Capitalised terms in this announcement shall have the meaning set out in the Restructuring RNS available at http://www.gulfkeystone.com/restructuring.

Enquiries:

Gulf Keystone Petroleum:	[phone]
Jón Ferrier, CEO Sami Zouari, CFO Anastasia Vvedenskaya, Head of Investor Relations	[phone]
Celicourt Communications:	[phone]
Mark Antelme Jimmy Lea

DF King Limited acts as Information Agent for Guaranteed Noteholders and Convertible Bondholders. Guaranteed Noteholders and Convertible Bondholders with questions regarding obtaining or completing the Restructuring Agreement should contact:

Information Agent: D.F. King Limited	[phone]
[e-mail] https://sites.dfkingltd.com/gkp

Notes to Editors:

Gulf Keystone Petroleum Ltd. (LSE: GKP) is a leading independent operator and producer in the Kurdistan Region of Iraq and the operator of the Shaikan field with current production capacity of 40,000 barrels of oil per day.

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 or the Excluded Territories or any other jurisdiction where to do so could constitute a violation of the relevant laws of such jurisdiction. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended, or are exempt from registration thereunder. 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 of its securities in the United States or to conduct a public offering in the United States or any other jurisdiction. 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.

 

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