TIDMGPK
RNS Number : 5760N
Geopark Limited
10 September 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION, INCLUDING THE UNITED STATES OF
AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA), OR TO ANY U.S.
PERSON. NEITHER THIS CIRCULAR NOR THE NOTICE (AS DEFINED HEREIN)
SHALL CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY, NOR SHALL THERE BE ANY SALE OF THE SHARES, IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL, PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF SUCH STATE OR JURISDICTION.
SOLELY FOR THE INFORMATION OF, AND USE BY, SHAREHOLDERS OF
GEOPARK LIMITED
GeoPark Limited
Proposed registered public offering in the US and listing on the
New York Stock Exchange
Adoption of new bye-laws
Share consolidation
Cancellation of admission to trading on AIM
Notice of special general meeting
GeoPark Limited (the "Company"), the Latin American oil and gas
explorer, operator and consolidator with assets and production in
Chile, Colombia, Brazil and Argentina (AIM: GPK), announces that it
has filed a registration statement for a public offering in the US
and listing on the New York Stock Exchange ("NYSE").
Summary
-- Proposed listing on the NYSE (the "NYSE Listing") and
proposed US registered public offering (the "US Offering")
o NYSE Listing and US Offering to create a public market for the
Company's common shares (the "Shares") in the US and to facilitate
future access by the Company to the US public equity markets, as
well as to obtain additional capital and financial flexibility
o Net proceeds of the US Offering may be used:
-- to finance or accelerate the expansion of the Company's
operations in its current asset base
-- for opportunistic acquisitions in South America
-- for general corporate purposes
-- Intention to cancel the admission of the Shares to trading on AIM (the "AIM Cancellation")
o AIM Cancellation to become effective only after the NYSE
Listing becomes effective
-- Proposed Share consolidation to improve the marketability of
the Shares in connection with the NYSE Listing and US Offering
o If implemented, proposed Share consolidation will take place
immediately prior to commencement of the investor road show to be
conducted in connection with the US Offering
-- Proposal that the Company adopts New Bye-Laws subject to, and
with effect from, the AIM Cancellation becoming effective
-- Directors unanimously consider the NYSE Listing and connected
proposals to be in the best interests of the Company and,
therefore, of shareholders and depositary interest holders as a
whole
-- Directors recommend that shareholders and depositary interest
holders vote in favour of all resolutions at the special general
meeting
A circular and notice of special general meeting will be sent to
the Company's shareholders and depositary interest holders and a
copy will be available on the Company's website,
www.geo-park.com.
For further information please contact:
GeoPark Limited +56 2 2242 9600
Juan Pablo Spoerer (Chile)
Pablo Ducci (Chile)
Oriel Securities Limited +44 (0) 20 7710 7600
Nominated Adviser and Joint Broker
Michael Shaw (London)
Tunga Chigovanyika (London)
Macquarie Capital (Europe) Limited +44 (0) 20 3037 2000
Joint Broker
Steve Baldwin (London)
Registration statement filed with the SEC
A registration statement relating to the Shares has been filed
with the United States Securities and Exchange Commission, but it
has not yet become effective. The Shares may not be sold, nor may
offers to buy be accepted, in the United States prior to the time
the registration statement becomes effective. Neither this
Announcement, the Circular nor the Notice shall constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of the Shares, in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful, prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Introduction
Undefined terms used in this Announcement shall have the
meanings given to them in the Circular and the Notice (where
applicable).
The Company will send a Circular together with a notice of
special general meeting to its Shareholders and Depositary Interest
Holders asking them to vote on the following actions:
-- To authorise the proposed future Share Consolidation, subject
to and conditional upon future Board approval.
-- To authorise the Directors to issue and allot 30,000,000 new
Shares (or, if applicable following the Share Consolidation,
15,000,000 Post Consolidation Shares) for cash in connection with
the US Offering and the NYSE Listing as well as for future capital
markets transactions or as otherwise determined by the Directors
from time to time and to dis-apply pre-emption rights in respect of
such issue of new Shares pursuant to the Existing Bye-Laws.
-- To authorise the Directors to take all necessary steps in connection with the NYSE Listing.
-- To authorise the Directors to take all necessary steps in
connection with the de-registration of the Company from the
Santiago Offshore Stock Exchange.
-- To adopt the New Bye-Laws, subject to and with effect from
the AIM Cancellation becoming effective.
-- To approve the AIM Cancellation, following the NYSE Listing
becoming effective, and to authorise the Directors to take all
necessary legal steps in connection with the AIM Cancellation.
The Directors consider that the proposals described in this
Announcement and the Circular are in the best interests of the
Company and, therefore, of the Shareholders and Depositary Interest
Holders as a whole. The Directors unanimously recommend that
Shareholders and Depositary Interest Holders vote in favour of all
the resolutions to be proposed at the SGM. The SGM is to be held on
Thursday, 17 October 2013 at 9.00 a.m. (Bermuda Time) at the
Executive Board Room, Cox Hallett Wilkinson Limited, Cumberland
House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda, as set
out in the Notice.
Background to and rationale for the proposals
Proposed NYSE Listing and AIM Cancellation
The Board has, with a view to enabling the continued growth of
the Company, been considering for some time which stock market
would be the most appropriate for the listing of the Company's
share capital, in terms of enhancing stock liquidity and
visibility, increasing broker coverage, extending its shareholder
base and attracting new institutional investors, as well as
providing efficient access to additional capital on favourable
economic terms. The conclusion of the Board is that the US capital
markets in general, and the NYSE in particular, will best achieve
these objectives.
The Board believes that it would not be appropriate or cost
effective for the Company to maintain a dual listing on AIM and the
NYSE and, therefore, subject to both Shareholder approval and to
the NYSE Listing becoming effective, the Company intends to cancel
the admission of the Shares to trading on AIM.
The US Offering
The Company is seeking to raise funds through the US Offering.
The registration statement filed with the SEC in connection
therewith anticipates the offer of new Shares.
Notwithstanding any existing authority granted to the Company
and subject to the passing of resolution 3(b) contained in the
Notice, the Company will be authorised to issue and allot up to
30,000,000 new Shares (or, if applicable following the Share
Consolidation, 15,000,000 Post Consolidation Shares) in connection
with the US Offering and the NYSE Listing, as well as for future
capital markets transactions or as otherwise determined by the
Directors from time to time.
The principal purposes of the NYSE Listing and the US Offering
are to create a public market for the Shares in the US and to
facilitate future access by the Company to the US public equity
markets, as well as to obtain additional capital and financial
flexibility. The Company may use a portion of the proceeds from the
US Offering to finance or accelerate the expansion of its
operations in its current asset base and, following the completion
of pending acquisitions in Brazil, its Brazilian assets, or use the
proceeds for general corporate purposes. In addition, the Company
may use a portion of the proceeds from the US Offering for
opportunistic acquisitions in Chile, Colombia and Brazil as well as
in other countries in South America, which may include Peru,
although the Company does not have definitive plans or arrangements
with respect to any potential asset in South America.
Shareholders can view the registration statement filed with the
SEC (the Form F-1 Registration Statement) at the SEC's website at
www.sec.gov.
The registration statement has not yet become effective. The
Shares may not be sold, nor may offers to buy be accepted, in the
United States, prior to the time the registration statement becomes
effective. Neither this Announcement, the Circular nor the Notice
shall constitute an offer to sell or the solicitation of an offer
to buy, nor shall there be any sale of the Shares, in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful, prior to registration or qualification under the
securities laws of any such state or jurisdiction.
The US Offering requires, inter alia, Shareholder approval to
authorise the Directors to issue and allot new Shares and to
dis-apply pre-emption rights in respect of such issue of new Shares
pursuant to the Existing Bye-Laws; to this end, resolutions 3(b)
and 4(a) contained in the Notice will be proposed to allow the
Company to allot and issue new Shares in the US Offering without
first offering them to Shareholders.
Information on the NYSE Listing
The Company has filed a registration statement with the SEC with
respect to the Shares and has applied to list the Shares on the
NYSE. Once the registration statement is declared effective, the
Company will be obliged, pursuant to the rules and regulations of
the SEC applicable to foreign private issuers, to file certain
periodic reports and other information with the SEC and to comply
with certain other SEC and NYSE rules. These reports will be
available to all members of the public on the SEC's website at
www.sec.gov.
Information on how to trade on the NYSE
Following the NYSE Listing becoming effective, the Company
recommends that Shareholders transfer their Shares to a brokerage
account that is able to hold securities administered through the
US-based depositary operated by DTC prior to attempting to trade on
the NYSE.
All new Shares registered in the US Offering will be immediately
available for unrestricted resale in the US following the
registration statement becoming effective. The Shares will continue
to trade on AIM until the AIM Cancellation becomes effective.
If a Shareholder wishes to trade on the NYSE, that Shareholder
would need to use a brokerage firm authorised to carry out business
in the US and, to the extent such Shareholder is an affiliate of
the Company, abide by the additional limitations imposed by Rule
144 under the 1933 Act.
Shareholders are encouraged to consult their stockbroker,
solicitor, accountant or other independent financial adviser in the
event of any doubt.
Consequences of the AIM Cancellation and de-registration from
the Santiago Offshore Stock Exchange
If the AIM Cancellation becomes effective, the Shares will no
longer be traded on AIM, the Depositary Interest Deed will be
terminated in accordance with its terms and the CREST facility will
be cancelled. Oriel Securities will cease to be the nominated
adviser to the Company and Oriel Securities and Macquarie will
cease to be joint brokers to the Company. The Company will no
longer be required to comply with the AIM Rules.
Following the AIM Cancellation, there will be no market facility
in the UK for trading in the Shares and persons wishing to do so
will have to trade in compliance with US securities laws either
privately or through a brokerage firm authorised to carry out
business in the US. The Directors consider that the NYSE offers a
comparable dealing facility to AIM (as the top tier market of the
NYSE is an AIM Designated Market) and so Shareholders should not be
materially prejudiced by the AIM Cancellation.
If approved, the AIM Cancellation shall become effective only
following the NYSE Listing becoming effective and:
(a) not before 7.00 a.m. on Friday, 22 November 2013 (being 10
clear business days from the targeted date of the NYSE Listing);
and
(b) no later than 7.00 a.m. on Friday, 17 January 2014 (being 3
months from the date of Shareholder approval of the AIM
Cancellation at the SGM).
If the NYSE Listing does not become effective on or before
Thursday, 2 January 2014, the AIM Cancellation shall not take place
even if resolution 5 contained in the Notice is passed at the
SGM.
In the situation where Shareholder and Depositary Interest
Holder approval of the AIM Cancellation is obtained at the SGM, and
the NYSE Listing does not become effective before Thursday, 2
January 2013 but does do so at a later date, the Company will seek
the consent of London Stock Exchange plc to proceed with the
cancellation of admission of the Shares to trading on AIM without
shareholder consent on the basis that, as an AIM Designated Market,
the top tier market of the NYSE offers a comparable dealing
facility to enable Shareholders to trade their Shares in the future
(as contemplated by the guidance to Rule 41 of the AIM Rules).
The Company is also proposing to de-register from the Santiago
Offshore Stock Exchange. Resolution 3(d) contained in the Notice
contains the authority, if passed, for the Board to effect such
de-registration.
Information for Depositary Interest Holders
The Depositary will be writing to all Depositary Interest
Holders to advise them of the process for the termination of
Depositary Interests (the "First DI Letter"). The termination of
Depositary Interests is a separate event to the AIM Cancellation.
All Depositary Interests will remain valid after the NYSE Listing,
until the termination of the Depositary Interest Register.
Pursuant to the First DI Letter (and in accordance with the
terms of the Depositary Interest Deed), Depositary Interest Holders
will be given forty (40) days' notice by the Depositary that clause
14.1 of the Depositary Deed shall be amended to require at least
one (1) day's prior notice in writing, rather than 90 days' prior
notice in writing to terminate the Depositary Interest Deed. The
forty (40) day notice period shall commence on the date of the
First DI Letter.
Once the NYSE Listing becomes effective, the Company will, by
means of a RIS announcement, give Shareholders and Depositary
Interest Holders ten (10) clear Business Days' notice of the date
that the AIM Cancellation shall become effective (the "Cancellation
Announcement"). On the day of the Cancellation Announcement, the
Depositary shall write to all Depositary Interest Holders a second
time to give them notice of the termination of the Depositary
Interest Deed and the Depositary Interest Register (the "DI
Termination Date"). In this regard, it is currently intended that
the DI Termination Date shall be the same date that the AIM
Cancellation becomes effective.
On the DI Termination Date, the Depositary Interest facility
shall terminate and Depositary Interests will be cancelled in
accordance with the terms of the Depositary Interest Deed.
Following the NYSE Listing becoming effective, Depositary
Interest Holders will have two options:
Option 1
Prior to the DI Termination Date, Depositary Interest Holders
may request cancellation of their Depositary Interests and the
transfer of the underlying Shares to the DTC account of a brokerage
firm authorised to carry out business in the US or to a DTC account
in their own name. Once transferred, the underlying Shares will be
tradable through the facilities of the NYSE.
For further details please contact the Depositary by telephone
on + 44 (0) 870 702 0003 (extension 1075) or by email to
!AllJEGlobalTransactionTeam@computershare.co.je.
Option 2
If Depositary Interest Holders take no action, their Depositary
Interests will be cancelled automatically on the DI Termination
Date. The Depositary will then transfer their underlying Shares to
the Custodian (acting on behalf of Euroclear UK & Ireland
Limited), who shall then issue CDIs to Depositary Interest Holders
in respect of their underlying shareholdings.
If CDI Holders then wish to trade their underlying Shares on the
NYSE, they will need to liaise with the Custodian to request the
cancellation of their CDIs and the transfer of their underlying
Shares by the Custodian to the DTC account of a brokerage firm
authorised to carry out business in the US or to a DTC account in
their own name.
For further details, following the DI Termination Date, please
contact the Custodian by telephone on + 44 (0) 8459 645 648 or by
email to uk-securities_data@euroclear.com.
Adoption of New Bye-Laws
The Existing Bye-Laws contain a number of provisions which were
considered appropriate for a Bermuda company admitted to trading on
AIM. Once the AIM Cancellation becomes effective, the Shares will
cease to be traded on AIM and these provisions will no longer be
appropriate.
The Board is therefore proposing that, subject to and with
effect from the AIM Cancellation becoming effective, the Company
shall adopt the New Bye-Laws. Shareholders should note that the New
Bye-Laws contain materially different provisions from the Existing
Bye-Laws, including the removal of those provisions from the
Existing Bye-Laws which were adopted specifically as a result of
the Company being admitted to trading on AIM.
The Existing Bye-Laws and the New Bye-Laws can both be viewed on
the Company's website at www.geo-park.com. A summary of the
material differences between the Existing Bye-Laws and the New
Bye-Laws will be set out in the Schedule to the Circular.
Share Consolidation
The Directors have been advised in connection with the NYSE
Listing and the US Offering that the Share Consolidation should
improve the marketability of the Shares.
The Directors are seeking the flexibility to be able to
undertake the Share Consolidation at a future date, subject to and
conditional upon approval from the Board. Bermuda law and the
Existing Bye-Laws require that shareholder consent is sought for
the Share Consolidation.
The Company is therefore seeking Shareholder approval, pursuant
to resolution 3(a) contained in the Notice, to give the Board the
power to effect the Share Consolidation by consolidating every two
(2) Shares into one (1) Post Consolidation Share. In the event that
the Share Consolidation is implemented, it will result in each of
the Company's Shareholders holding approximately half as many
common shares in the capital of the Company (and also, therefore,
Depositary Interest Holders holding half as many Depositary
Interests).
Assuming Shareholders approve the Share Consolidation, and
assuming the Directors decide to implement it, the Directors intend
to implement the Share Consolidation shortly before the
commencement of the investor road show to be conducted in
connection with the US Offering. Shareholders should note that, if
the Directors decide to implement the Share Consolidation (and the
Company announces an effective date for the Share Consolidation) it
shall proceed regardless of whether the NYSE Listing and/or the US
Offering are completed.
In accordance with the terms of the authority granted by
resolution 3(a) contained in the Notice, the Share Consolidation
must be implemented before Tuesday, 17 June 2014 (being the date
which falls 8 months from the date of the SGM), following which
date the authority conferred by resolution 3(a) will expire.
In the event that the number of Shares attributed to a
Shareholder prior to the Share Consolidation is not exactly
divisible by two, the Share Consolidation will generate an
entitlement to a fraction of a Post Consolidation Share. Any
fractional entitlements arising on the Share Consolidation will be
consolidated and sold in the market for the best price reasonably
obtainable, on behalf of the Shareholders and Depositary Interest
Holders entitled to the fractions, and the Company will distribute
the proceeds of sale in due proportion to any such Shareholders and
Depositary Interest Holders.
The Post Consolidation Shares will have the same rights as the
Shares, including voting, dividend and other rights. The
entitlement to Shares of any holders of securities or instruments
issued by the Company convertible into Shares (such as options and
warrants) shall be adjusted in accordance with the terms of such
securities or instruments following implementation of the Share
Consolidation.
Recommendation
The Directors consider that the proposals described in this
Announcement and the Circular are in the best interests of the
Company and, therefore, of the Shareholders and Depositary Interest
Holders as a whole. The Directors unanimously recommend that
Shareholders and Depositary Interest Holders vote in favour of all
the resolutions to be proposed at the SGM, as they intend to do in
respect of their beneficial holdings representing, in aggregate,
50.82 per cent. of the issued share capital of the Company as at
the date of this Announcement.
Expected timetable of principal events
Event Expected time/date(1)
------------------------------------- --------------------------------------
Date of this document Wednesday, 11 September 2013
Latest time and date for 1.00 p.m. on Monday, 14 October 2013
receipt
of Forms of Instruction
Latest time and date for 1.00 p.m. on Tuesday, 15 October 2013
receipt
of Forms of Proxy
Time and date of SGM 9.00 a.m. (Bermuda Time) on Thursday,
17 October 2013
Targeted date of NYSE Thursday, 7 November 2013
Listing
Earliest date of last Thursday, 21 November 2013
day of
dealings in Shares on
AIM(2)
Earliest date of AIM Cancellation(2) 7.00 a.m. on Friday, 22 November 2013
(1) All times set out in this timetable refer to London time,
unless otherwise stated. If any of the times and/or dates change,
the revised time(s) and/or date(s) will be notified to Shareholders
and Depositary Interest Holders by a RIS announcement.
(2) If resolution 5 contained in the Notice is passed at the
SGM, the AIM Cancellation shall become effective only following the
NYSE Listing becoming effective and:
(a) not before 7.00 a.m. on Friday, 22 November 2013 (being 10
clear business days from the targeted date of the NYSE Listing);
and
(b) no later than 7.00 a.m. on Friday, 17 January 2014 (being 3
months from the date of Shareholder approval of the AIM
Cancellation at the SGM).
Shareholders should note that if the NYSE Listing does not
become effective on or before Thursday, 2 January 2014, the AIM
Cancellation shall not take place even if resolution 5 contained in
the Notice is passed at the SGM.
In the situation where Shareholder and Depositary Interest
Holder approval of the AIM Cancellation is obtained at the SGM, and
the NYSE Listing does not become effective before Thursday, 2
January 2013 but does do so at a later date, the Company will seek
the consent of London Stock Exchange plc to proceed with the
cancellation of admission of the Shares to trading on AIM without
shareholder consent on the basis that, as an AIM Designated Market,
the top tier market of the NYSE offers a comparable dealing
facility to enable Shareholders to trade their Shares in the future
(as contemplated by the guidance to Rule 41 of the AIM Rules).
Forward looking statements
Statements contained in this Announcement are based on the
knowledge and information available to the Directors at the date it
was prepared and on certain key assumptions. Therefore the facts
stated and views expressed herein may change after that date. By
their nature, any statements concerning the risks and uncertainties
facing the Company in this Announcement involve uncertainty since
future events and circumstances can cause results and developments
to differ materially from those anticipated. Many of these risks
and uncertainties relate to factors that are beyond the control of
the Company. To the extent that this Announcement contains any
statement dealing with any time after the date of its preparation,
such statement is merely predictive and speculative as it relates
to events and circumstances which are yet to occur. The Company
expressly disclaims any obligation to update or revise these
forward looking statements. The Company provides no assurance,
representation or guarantee that the events expressed or implied in
any forward looking statement will actually occur. Nothing
contained in this Announcement should be deemed to be a forecast,
projection or estimate of the future financial performance of the
Company except if otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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