Statement on Agreement with M&G

RNS Number : 7987J

Gulf Keystone Petroleum Ltd.

22 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.

21 July 2013

Gulf Keystone Petroleum Ltd. (AIM: GKP)

("Gulf Keystone" or "the Company")

Statement on Agreement with M&G

Gulf Keystone is pleased to announce that the Company has reached a constructive agreement with M&G Recovery Fund ("M&G"), a 5.1% shareholder in the Company and other major shareholders in the Company, regarding the current and future composition of Gulf Keystone's Board of Directors ("Agreement").

The Agreement follows a number of discussions between the Company and its largest shareholders, during which the concerns expressed by the Company about the four nominees for Independent Non-Executive Directorships of the Company proposed by M&G, were fully aired and addressed to the satisfaction of the Company's Chairman, Mr Simon Murray and Field Marshal the Lord Guthrie of Craigiebank, Chairman of the Nominations Committee.

Both M&G and Capital Research Global Investors have confirmed to the Company that they will vote all of the shares in the Company over which they have control or are able to control the exercise of rights attaching thereto to both approve the election of Mr Simon Murray as the Independent Non-Executive Chairman of the Company and to endorse the appointment of two further Independent Non-Executive Directors. The Board has agreed with M&G that the size of the Board should be limited to a maximum of twelve Directors in the future.

The Board has therefore decided that it will no longer oppose the candidates proposed by M&G and will endorse the choice to be made by shareholders at the Company's Annual General Meeting to be held on 25 July 2013 ("AGM").

Messrs Ali Al-Qabandi and Mehdi Varzi have informed the Board that they wish to withdraw their consent to be considered for re-election as directors of the Company and will, therefore, retire by rotation with effect from the close of the forthcoming AGM. The Board would like to thank Mr Ali Al-Qabandi, the co-founder of the Company, and Mr Mehdi Varzi, a long-standing Non-Executive Director, for the invaluable guidance and service to Gulf Keystone as it has grown from a small exploration business into a multi-billion dollar company on the cusp of significant production in the Kurdistan Region of Iraq. The Company wishes them well in their future endeavours.

The Board anticipates that the search process for the remaining additional Independent Non-Executive directors will be completed after the AGM and prior to the move to the standard segment of the Main Market. 

All parties believe that this Agreement is in the best interests of all shareholders, as an increase in the number of independent Non-Executive Directors will enable the Company to move forward with its stated plans to meet the heightened corporate governance standards required as part of the Company's planned move to the standard segment of the Main Market of the London Stock Exchange.

Simon Murray, Independent Non-Executive Chairman, commented:

"I am pleased that unity of purpose has been restored amongst the Company and its largest shareholders. This increase in the number of Independent Non-Executive Directors will ensure that Gulf Keystone meets the heightened corporate governance standards required as part of the Company's planned move to the Standard Segment of the Main Market that both the Board and the shareholders have been seeking, in a manner that provides reassurance to all. I am especially pleased to have been able to bring Todd Kozel and Jeremy Asher back together, on a Board that is much the stronger for both of their presences. We can now return our focus to the important objective of creating value for all shareholders and continue to deliver operational success. Our transition to becoming a significant oil producer in the region is on track as we target a ramp up in production to 40,000 bopd by the year end, as set out in the recently agreed Shaikan Field Development Plan."

Enquiries:

Gulf Keystone Petroleum:	[phone]
Simon Murray, Non-Executive 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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AGRUAOOROAABUUR