Gulf Keystone Petroleum Ltd. Publication of Prospectus (8295C)

TIDMGKP

RNS Number : 8295C

Gulf Keystone Petroleum Ltd.

20 March 2014

Not for release, publication or distribution, directly or indirectly, in whole or in partin 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.

20 March 2014

Gulf Keystone Petroleum Ltd. (AIM: GKP)

("Gulf Keystone" or "the Company")

Publication of Prospectus and Notice of Cancellation of Trading on AIM

Further to previous announcements, Gulf Keystone is pleased to confirm today that the Company's prospectus (the "Prospectus") in connection with the admission, with a standard listing, of its entire issued share capital to the Official List of the United Kingdom Listing Authority ("UKLA") and to trading on the London Stock Exchange's Main Market for listed securities (together, "Admission") has been published. Terms defined in the Prospectus are used in this announcement.

It is expected that Admission will become effective and that dealings in Gulf Keystone's common shares on the London Stock Exchange's Main Market will commence at 8.00a.m.GMT on 25 March 2014. Pursuant to Rule 41 of the AIM Rules, the Company hereby gives notice that trading in the Company's common shares on AIM will be cancelled on the same day with effect from 8.00 a.m. GMT.

The Company is not raising any funds or issuing any new common shares in connection with Admission. The Company's TIDM code on the London Stock Exchange will remain 'GKP' and, on Admission, there will be 888,933,057 common shares in issue.

Whilst the company announced on 19 March that it is undertaking a series of fixed income investor meetings in the US, Europe and Asia with a debt offering of up to US$250 million in accordance with Reg S/144A expected to follow, subject to market conditions, the Company has made the following statement in the Prospectus:

The Company is of the opinion that the Group does not have sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of the Prospectus.

The Group is dependent on its existing cash resources, which totalled US$82 million at 31 January 2014, together with production revenues from its interest in the Shaikan Block in order to meet its future working capital requirements. Existing cash resources at 31 January 2014 include the GBP16.9 million reimbursement of the Group's litigation costs by Excalibur, which was received in early January 2014. Further litigation costs may be recovered as discussed in paragraph 18 of Part 16: "Additional Information - Litigation" of the Prospectus, but receipt of these further amounts has not been assumed as part of the Group's working capital calculation.

Existing cash resources may be enhanced over the next 12 months by:

-- achieving further consistent oil production and domestic and export sales from Shaikan increasing up to 40,000 bopd;

-- the exercise of the Shaikan Government Option, the Shaikan Third Party Option, the Akri-Bijeel Government Option and/or the Akri-Bijeel Third Party Option under the terms of the Shaikan and Akri-Bijeel PSCs;

-- any proceeds from the potential sale of the Group's interest in the Akri-Bijeel Block; and/or

   --      reimbursement of the additional GBP5.6 million litigation costs by Excalibur. 

Whilst the Company believes that one or more of the above events are likely to occur, if none of these events occur, and the Company is unable to otherwise enhance its existing cash resources, then the Directors would expect the Company to require additional working capital by the end of May 2014. On that basis, the Company would be expected to have a shortfall of approximately U.S.$20 million by the end of May 2014, which would increase throughout the working capital period by between U.S.$10 million and U.S.$15 million per month, on average, until 31 January 2015, where an estimated maximum cash deficit of approximately U.S.$103 million would be reached. Subsequent to this date, the cash deficit is forecast to decrease. These shortfalls are calculated on a reasonable worst-case scenario basis with the Company applying available mitigations. Further details on these scenarios and actions to address this potential shortfall can be found in paragraph 17 of Part 8 "The Business - Working Capital" of the Prospectus.

The Company also announces today, and as disclosed in the Prospectus, that Lord Guthrie has stepped down as Deputy Chairman to be replaced by Jeremy Asher with immediate effect. Lord Guthrie will continue in the role of Non-Executive Director. Andrew Simon, Non-Executive Director, has been appointed Senior Independent Director of the Company.

Copies of the Prospectus will shortly be available for inspection from the office of Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP during normal business hours and will shortly be available on the Company's website http://www.gulfkeystone.com/investor-centre/documents-for-inspection.

The Prospectus has been submitted to the UKLA and to the National Storage Mechanism and will be available for inspection within 24 hours.

Gulf Keystone is due to announce its full year results for the year ended 31 December 2014 on 27 March 2014.

Enquiries:

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

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 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 100,000 bopd of production capacity during Phase 1, following the approval of the Shaikan Field Development Plan in June 2013.

Disclaimer

This announcement contains certain forward-looking statements. These statements are made by the 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 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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