Gulf Keystone Petroleum Ltd. Notice of Conditional Redemption (5301S)
26 Juni 2018 - 8:00AM
UK Regulatory
TIDMGKP
RNS Number : 5301S
Gulf Keystone Petroleum Ltd.
26 June 2018
THE DISTRIBUTION OF THIS NOTICE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN IS
PROHIBITED.
THE NOTICE IS ONLY BEING MADE OUTSIDE THE UNITED STATES AND TO
PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT).
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD SEEK THEIR OWN INDEPENDENT FINANCIAL AND LEGAL
ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, FROM THEIR
PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA") (IF THEY ARE IN THE UNITED KINGDOM), OR
FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER
(IF THEY ARE NOT) IMMEDIATELY.
Gulf Keystone Petroleum Limited (the "Issuer")
(incorporated and registered in Bermuda under the Companies Act
(Bermuda) with registered no. 31165)
NOTICE OF CONDITIONAL REDEMPTION
To the holders of the
US$100,000,000 13 per cent./10 per cent. Guaranteed Notes due
2021
(ISINs: Regulation S XS1497756095, Rule 144A XS1505549268 (the
"Notes")
Reference is made to the trust deed dated 14 October 2016
constituting the Notes (the "Trust Deed") and made between BNY
Mellon Corporate Trustee Services Limited as Trustee, Gulf Keystone
Petroleum International Limited as Guarantor, and the Issuer
(including the terms and conditions of the Notes set out in
Schedule 4 (Terms and Conditions of the Notes) to the Trust Deed
(the "Conditions")). Capitalised terms used but not otherwise
defined in this notice shall have the meanings ascribed to them in
the Trust Deed.
Subject to the satisfaction or waiver of the Refinancing
Condition (as defined below), the Issuer hereby gives notice that
pursuant to Condition 6.6 (Optional Redemption) the Issuer will
exercise the option to redeem all of the Notes then outstanding on
26 July 2018 (the "Redemption Date") at a redemption price equal to
100 per cent of the principal amount of the Notes redeemed, plus
accrued and unpaid interest on the Notes up to and including the
Redemption Date (the "Redemption Price"). The record date on which
any holder must hold a Note in order to be entitled to the
Redemption Price is 25 July 2018.
The Issuer's election to redeem the Notes and its obligation to
pay the Redemption Price on the Redemption Date is conditional upon
the successful consummation of the Issuer's debt refinancing (the
"Refinancing Condition"). Accordingly, none of the Notes shall be
redeemed, nor shall the Redemption Price be deemed due and payable
unless and until the Refinancing Condition has been satisfied or
waived by the Issuer. The Issuer will notify the holders of the
Notes at least one Business Day prior to the Redemption Date if the
Refinancing Condition has not been or will not be satisfied and
will not be waived. If the Refinancing Condition has not been
satisfied and has not been waived by the Issuer, any Notes
previously surrendered to the Principal Paying Agent shall be
returned to the holders thereof.
The Notes are held in global form. On the Redemption Date,
subject to the satisfaction or waiver of the Refinancing Condition,
the Notes will be redeemed in accordance with the operating
guidelines of Euroclear Bank S.A./N.V. and Clearstream Banking,
société anonyme. In order to facilitate payment of the Redemption
Price, holders of the Notes must surrender all of their Notes to
the Bank of New York Mellon, London Branch in its capacity as
principal paying agent (the "Principal Paying Agent"). The address
of the Principal Paying Agent is One Canada Square, Canary Wharf,
London E14 5AL.
Holders should contact the Issuer for further information:
Gulf Keystone Petroleum Limited
Jón Ferrier
Sami Zouari
+44 (0) 20 7514 1400
Date: 26 June 2018
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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