Gulf Keystone announces that it is today placing up to 21,600,000 new common shares of US$0.01 each ("Placing Shares"), representing approximately 8.5 per cent. of Gulf Keystone's existing issued share capital (the "Placing").
The Placing, which is being effected by Hoare Govett Limited ("Hoare Govett") and Tristone Capital Limited ("Tristone Capital", and, together with Hoare Govett, the "Agents"), will be the subject of an accelerated bookbuild. Hoare Govett and Tristone Capital are acting as joint lead managers and joint brokers in relation to the Placing, and Hoare Govett is acting as sole bookrunner.
The proceeds of this fundraising will be used primarily to meet the Company's near term, upstream investment needs. Specifically it is the Company's intention to target early first oil production from Block 126a, pending award of a Production Licence from the Algerian authorities, and progress the further evaluation of its northern Algerian, Constantine Basin licences, in particular Blocks 126a and 129. In addition, the Company proposes an immediate acceleration of its business development initiatives, both in Algeria and, selectively, elsewhere within its Middle East / N.Africa focus area.
The books will open with immediate effect. The books are expected to close no later than 6.00 p.m. today, 17 August 2006, and pricing and allocations are expected to be announced by 6.00 p.m. today, 17 August 2006. The timing of the closing of the books, pricing and allocations may be accelerated or delayed at the sole discretion of the Agents (acting jointly), but shall not extend beyond 8.00 a.m. on 31 August 2006. The placing price in respect of the Placing Shares (the "Placing Price") will be determined by Hoare Govett (as sole bookrunner) at the close of the bookbuilding process.
The Placing is conditional upon, inter alia, the admission of the Placing Shares to trading on AIM, a market of the London Stock Exchange plc ("Admission") becoming effective by 8.00 am on 24 August 2006 (or by such later time and date as Hoare Govett, Tristone Capital and the Company may agree but not later than 8.00 am on 31 August 2006). The Placing is also conditional on the placing agreement made between the Company, Hoare Govett and Tristone Capital not being terminated prior to such date.
The Placing Shares will rank pari passu in all respects with the existing common shares of US$0.01 each of Gulf Keystone, including the right to receive all future dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.
Application will be made for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 22 August 2006.
Attention is drawn to the detailed terms and conditions of the Placing described in the Appendix to this announcement.
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction.
Hoare Govett Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Gulf Keystone and for no one else solely in connection with the Placing and will not be responsible to anyone other than Gulf Keystone for providing the protections afforded to the customers of Hoare Govett Limited or for providing advice in relation to the Placing.
Tristone Capital Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Gulf Keystone and for no one else solely in connection with the Placing and will not be responsible to anyone other than Gulf Keystone for providing the protections afforded to the customers of Tristone Capital Limited or for providing advice in relation to the Placing.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
This announcement is not an offer for sale or a solicitation of any offer to purchase the Placing Shares in the United States. The Placing Shares may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act") or an exemption therefrom. The Company does not intend to register any portion of the Placing under the US Securities Act or to conduct a public offering of the Placing Shares in the United States. The Placing Shares have not been and will not be registered with any regulatory authority of any state or other jurisdiction within the United States.
Mr. Todd Kozel, Chief Executive Officer of Gulf Keystone, commented:
"This fundraising is being pursued at an exciting time in the Company's development. It will enable us not only to accelerate the full evaluation of, and crystallisation of value from, our existing portfolio, but will also allow us to pursue business development opportunities within our focus area. We look forward to a rewarding period ahead."
Enquiries
Gulf Keystone Petroleum Limited
Todd Kozel, Chief Executive Officer 020 7514 1400
Bill Guest, President
Jon Cooper, Finance Director
Hoare Govett Limited
Andrew Foster / Bertie Whitehead 020 7678 8000
John MacGowan 020 7678 1084
Tristone Capital Limited
Nick Morgan / Majid Shafiq 020 7399 2486
Charles Lesser / Chris Grudniewicz 020 7399 2485
Citigate Dewe Rogerson
Martin Jackson / George Cazenove 020 7638 9571
Nina Soon
