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American Depository Receipts

ADR Overview

Gulf Keystone has had an American Depositary Receipt (“ADR’s”) programme in the United States since December 2008.

Programme Information

On 5 December 2008 the Company established a sponsored Level 1 American Depositary Receipt ("ADR") programme in conjunction with the Bank of New York Mellon (www.bnymellon.com), which has been appointed as the depositary bank. The ADRs trade on the OTCQX International Market.  Cowen & Company acts as the Company’s Principal American Liaison.

Gulf Keystone Petroleum Ltd. announced a reverse stock split (consolidation) of one new ordinary (common) share for every one hundred existing Ordinary (common) shares, which was subject to shareholders’ approval at the Annual General Meeting held on December 8, 2016.

As a result of the reverse split (consolidation) being approved, the ratio on the Depositary Receipt (‘DR”) program changed from one Depositary Share (“DS”) representing twenty Ordinary (common) shares to a new ratio of five DSs representing one Ordinary (common) share.

Details of the listing are as follows:

OTC Market Tier: OCTQX

Ticker Symbol: GFKSY
CUSIP: 402312102
Ratio: 5:1 (1 GKP ADR (DS) represents 5 GKP ordinary (common) shares)

Trading

Further information on GKP’s ADR listing can be found at http://www.otcqx.com

ADR Frequently Asked Questions

Gulf Keystone has an American Depositary Receipt (ADR) facility managed by The Bank of New York Mellon.

  • What is an American Depositary Receipt?

An ADR is a negotiable U.S. certificate representing ownership of shares in a non-U.S. company. ADRs are quoted and traded in U.S. dollars in the U.S. securities market and were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investors. Holders of ADRs receive their dividends in U.S. dollars.

  • What are the benefits of ADRs to U.S. investors?

U.S. investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions and are denominated in U.S. dollars.

  • Who is the depositary bank for Gulf Keystone ADRs?

The Bank of New York Mellon (BNYM).  The depositary bank plays a key role in the process of issuance and cancellation of ADRs.  It also maintains the ADR holder register and distributes the dividends in U.S. dollars.  The Bank of New York Mellon is a DTC (Depositary Trust Company) participant as are brokers and dealers, other banks, trust companies and clearinghouses.  For additional general information, please visit The Bank of New York Mellon's website at www.adrbnymellon.com and search for the Gulf Keystone profile page. 

Registered holders wishing to access their account with The Bank of New York Mellon (BNYM acts as both ADR depositary bank and registrar):

The Bank of New York Mellon
BNY Mellon Shareowner Services
PO Box 358516
Pittsburgh, PA  15252-8516

Phone +1 201 680 6825
1 888 BNY ADRS (toll free in the US)

Email: shrrelations@bnymellon.com
Website: www.bnymellon.com

Who is the Principal American Liaison for Gulf Keystone OTCQX Market Quotation?
Cowen & Company.  The Company sponsors Gulf Keystone on the OTCQX Market.  Cowen & Company is a FINRA regulated US Investment Bank and Broker Dealer with operations in the United States and Europe. 

Cowen and Company
599 Lexington Avenue
New York, NY 10022
Phone +1 646 562 1133
Email: otcqxrequest@cowen.com
Website: www.cowen.com

  • What is the difference between an ADR and an ADS?

An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange.  An ADS is the share issued under the ADR agreement which is actually traded.

  • Can I buy Gulf Keystone ADRs through a broker just as you would buy U.S. securities?

Yes.

  • How do I convert my ordinary shares into ADRs?

Converting ordinary shares into ADRs must be done through a broker or an investment advisor. 

  • Can I purchase ADRs directly from Gulf Keystone?

No.

  • What is the difference between a registered holder and a beneficial ADR holder?

A registered holder is one whose name appears on the books of the depositary.  The registered holder is considered the owner of the record.  A beneficial holder is one whose holdings are registered in a name other than his or her own, such as the name of a broker, bank or nominee.

  • I did not receive a certificate with the purchase of my ADRs.  How can I obtain a traditional certificate?

For registered owners, ownership is registered by the depositary bank and is evidenced by an account statement, provided by the depositary.  Registered owners hold physical ADR certificates issued by the Depositary Bank and receive dividends, and proxy materials directly from The Bank of New York Mellon.

Owners of Gulf Keystone ADRs that are registered in the "nominee name" or "street name" of a bank, broker or other institution that holds such securities for the accounts of others are considered beneficial owners.  ADRs held in this form are book-entry securities, where the beneficial owner’s interest is recorded in an account held by the institution rather than by registration with the ADR depositary.  Major benefits of book-entry ownership are the elimination of problems associated with paper certificates such as storage, safety of securities or cost and inconvenience of replacement.  Book-entry ADRs eliminate the requirement for physical movement of certificates at the time of sale or transfer of ownership.  Investors purchasing ADRs through a broker who wish to become registered owners must specifically direct the broker to register the shares with the ADR depositary.  If you choose to have a certificate issued, please contact The Bank of New York Mellon.

  • How can I find out how many ADR shares I have?

For those holders who are not registered because their shares are held through a "Street name" (nominee account), please contact your nominee for information on your ADR holdings.

  • Do I always get an ADR certificate?

Your Gulf Keystone ADR represents your ownership of shares in the company and can be held in certificate or book-entry form. If you hold your ADRs in certificate form, these should be kept in a safe-deposit box or secure place.  Certificates are negotiable documents and should be signed only in the event of a sale or transfer of ownership.  If you hold your ADRs through a "Street Name" (nominee account) these will be in book-entry form and therefore you will not have an ADR certificate.

  • How often will I receive account statements?

You will receive account statements following each investment activity.  You will also receive a statement at the end of the year showing all year-to-date transaction activity.  You should retain these statements for tax purposes.

  • What should I do if I lose an ADR certificate?

If your certificate is lost, stolen, or destroyed, notify The Bank of New York Mellon investor hotline +1-888-BNY-ADRs / +1-888-269-2377.  Please ensure you have your Social Security Taxpayer Identification number ready when calling.

  • How do I change my address?

It is important that you call The Bank of New York Mellon when you move so that your account records can be updated and your dividend check is sent to the right address.

  • In what currency do Canadian residents receive dividends?

Resident Canadian ADR shareholders will receive their dividends in U.S. dollars.

  • How are dividends paid and taxed?

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares.

  • How can I replace a lost dividend check?

You can request the replacement of a lost dividend check by calling The Bank of New York Mellon.  Upon authorization from you, a stop payment order will be placed against the original check and a replacement check will be issued to you. Please have your Social Security Number ready when calling.

  • How can I find out Gulf Keystone ADR dividend information?

For the most current Gulf Keystone ADR dividend information you can call The Bank of New York Mellon.  Please have your account number, exact address, and exact name(s) on the account ready when you call.  You can also refer to The Bank of New York Mellon website and double click on the "Dividends and Distributions" section.

  • Can I have my dividends directly deposited into my bank account?

All or a portion of your cash dividend can be wired directly to your bank account.  In order to take advantage of this option your bank or financial institution must be part of Automatic Clearing House (ACH).  If you are interested in this option please call The Bank of New York Mellon.