Retail offering successfully completed and update on Euronext Growth Oslo listing
Gulf Keystone, a leading independent operator and producer in the Kurdistan Region of Iraq, is pleased to announce the completion of the retail offering in connection with its intention to complete a dual listing of the Company’s shares on Euronext Growth Oslo operated by the Oslo Stock Exchange (“OSE”) (the “Listing”).
The Private Placement
On 4 February 2026, the Company announced the launch of a retail offering of a small number of new shares in the Company (the “Offer Shares”) of up to the NOK equivalent of EUR 1 million, equal to approximately GBP 0.87 million (the “Private Placement”), in order to satisfy relevant OSE listing requirements. The Private Placement was fully underwritten by one of the Company’s large shareholders (the “Underwriter”).
The Company is pleased to announce that the Offer Shares have been successfully placed and to welcome approximately 700 new shareholders through the allocation of 512,463 Offer Shares. The retail offering was multiple times oversubscribed.
The Offer Shares will be issued at a subscription price of NOK 22.10 per Offer Share (the “Offer Price”), raising gross proceeds of approximately NOK 11.3 million (approximately GBP 0.87 million). The Offer Price represents a discount of 10% to the volume-weighted-average price (VWAP) of the Company’s shares trading on the London Stock Exchange (“LSE”) during the application period (rounded down to the nearest one decimal).
All applicants who submitted a valid application will receive an allocation. Consequently, no Offer Shares will be allocated to the Underwriter under its underwriting obligation. The Company’s Board of Directors has resolved to issue a total of 538,087 new shares in connection with the Private Placement, including 25,624 new shares as a customary underwriting commission to the Underwriter.
Notifications of allocation of Offer Shares and the corresponding amounts to be paid by investors are expected to be communicated to investors on or about 16 February 2026. Investors who have access to investor services through their VPS account manager will be able to see how many Offer Shares they have been allocated from on or about 16 February 2026.
Payment for the allocated Offer Shares is due on 17 February 2026, and there must be sufficient funds in the stated bank account from and including 16 February 2026. In order to facilitate prompt registration of the share capital increase pertaining to the issuance of Offer Shares, the Offer Shares will be pre-paid by the Managers pursuant to a pre-payment agreement between the Company and the Managers (the “Pre-Payment Agreement”). Subject to timely payment of the subscription amount, the Offer Shares are expected to be delivered to the VPS accounts of each applicant on or about 18 February 2026.
Completion of the Private Placement is subject to: (A) the Pre-Payment Agreement remaining in full force and effect, (B) satisfaction of conditions set by the OSE for listing of the Company’s shares on Euronext Growth Oslo, (C) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Company’s register of members, and (D) the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository.
Following registration of the share capital increase pertaining to the issue of new shares, the Company’s authorised share capital will be USD 292,105,327 divided into 292,105,327 common shares, each with a par value of USD 1.00, of which 217,543,373 common shares will be in issue, with no shares held in treasury. The Company will publish a separate announcement once the share capital increase has been registered with the Company’s register of members.
The Listing
The OSE approved the Company’s application for Listing on Euronext Growth Oslo earlier today. In addition, the Company has applied to the LSE for the new shares issued in connection with the Private Placement to be admitted to trading on the Main Market for listed securities of the LSE (the “Main Market”).
The Offer Shares are expected to commence trading on Euronext Growth Oslo on 18 February 2026 at 9:00 am CET under the ticker code “GKP” and on ISIN BMG4209G2077. Admission to trading on the Main Market is expected to occur at or around the same time.
In addition to the Offer Shares, one of the Company’s large shareholders has agreed to transfer an initial portion of its existing shares in the Company from the LSE to Euronext Growth Oslo in order to satisfy the OSE listing requirements. This transfer will be completed and these shares will commence trading on the same day as the Offer Shares commence trading on Euronext Oslo Growth. Other major shareholders have signalled their support for additional share transfers to the OSE in due course.
Following the Listing, the Company plans to implement arrangements to enable cross-border transfers of the Company’s shares between Euronext Growth Oslo and the LSE. The Company expects that such transfer arrangements will be implemented in early April 2026, through the cancellation of depositary interests currently trading on the LSE and transfer of these instruments to CREST Depositary Interests (CDIs). The Company is also intending to uplist to the OSE’s Main Market in due course.
Advisors
DNB Carnegie, a part of DNB Bank ASA, and SB1 Markets AS are acting as Managers for the Private Placement and as Euronext Growth Advisors to the Company in connection with the Listing. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company
For further information about the Private Placement, please contact:
DNB Carnegie: +47 24 16 90 20
SB1 Markets: +47 24 14 74 00
Gulf Keystone:
Aaron Clark, Head of Investor Relations & Corporate Communications
+44 (0) 20 7514 1400
[email protected]
Notes to Editors:
Gulf Keystone Petroleum Ltd. (LSE: GKP) is a leading independent operator and producer in the Kurdistan
Region of Iraq. Further information on Gulf Keystone is available on its website www.gulfkeystone.com.