TIDMGPK
RNS Number : 1593Y
Geopark Limited
21 January 2014
A REGISTRATION STATEMENT HAS BEEN FILED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION BUT 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.
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. THIS ANNOUNCEMENT SHALL NOT
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
21 January 2014
GeoPark Limited
("GeoPark" or "the Company")
Proposed NYSE listing, cancellation of admission to trading on
AIM and adoption of New Bye-Laws
1. NYSE listing
The Company is pleased to announce that it has commenced an
initial public offering in the United States of America ("US") in
connection with its proposed listing on the New York Stock Exchange
("NYSE"). As previously announced on 10 September 2013 and 22
October 2013, GeoPark is seeking a listing on the NYSE in order to
create a public market for its common shares ("Shares") in the
United States and to facilitate future access by the Company to the
international equity markets, as well as to obtain additional
capital and financial flexibility.
The Company has commenced an initial public offering in the US
of 20,000,000 of its Shares, at an expected price range between
US$8.00 to US$10.00 per Share ("US Offering"). The Shares will be
registered with the US Securities and Exchange Commission ("SEC")
and have been approved to be listed on the NYSE, subject to notice
of issuance, under the ticker symbol "GPRK". GeoPark also intends
to grant the proposed underwriters a 30-day option to purchase up
to 3,000,000 additional Shares at the initial public offering
price.
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.
The US Offering will be made only by means of a prospectus. When
available, copies of the preliminary prospectus relating to the
offering may be obtained from J.P. Morgan Securities LLC,
Attention: Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717, telephone +1-866-803-9204; BTG Pactual US
Capital, LLC, Attention: Prospectus Department, 601 Lexington
Avenue, New York, NY 10022, email:
OL-BTGPactual-ProspectusDepartment@btgpactual.com; or Itau BBA USA
Securities, Inc., 767 Fifth Avenue 50th Floor, New York, NY 10153,
USA, Attention: Equity Sales Desk, telephone +1 -212-710-6756.
The registration statement has been filed with the SEC but 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. The registration
statement comprises all of the documents required by the SEC to
effect the registration and sale of the Shares in the United States
(including a prospectus (and exhibits thereto) which contains
certain information about the Company, its financial statements and
certain other information not required to be in a prospectus). The
registration statement is available on the SEC's website at:
www.sec.gov
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
2. AIM Cancellation
In anticipation of the NYSE listing becoming effective on an
unconditional basis, the board of directors of the Company (the
"Board") has decided to proceed with the proposed cancellation of
admission of the Shares to trading on AIM ("AIM Cancellation"),
previously announced on 10 September 2013, as it believes that it
would not be appropriate or cost effective for the Company to
maintain a dual listing on AIM and the NYSE.
Conditional upon the NYSE listing becoming effective on an
unconditional basis on or prior to 18 February 2014, admission of
the Shares to trading on AIM will be cancelled with effect from
7.00 a.m. on 19 February 2014 and the last trading day on AIM will
be 18 February 2014. Up to and until this date the Shares will
continue to be traded on AIM.
As the Company will be obtaining a listing on the NYSE prior to
the AIM Cancellation, the AIM Cancellation will not be conditional
upon the consent of holders of Shares ("Shareholders").
Upon the AIM Cancellation becoming effective, the Shares will no
longer be traded on AIM, the Depositary Interest Deed (as defined
below) will be terminated in accordance with its terms and the
Depositary Interest facility will be cancelled and replaced by a
CREST Depositary Interest facility. Oriel Securities Limited
("Oriel") will cease to be the nominated adviser to the Company and
Oriel and Macquarie Capital (Europe) Limited will cease to be joint
brokers to the Company. The Company will no longer be required to
comply with the AIM Rules for Companies.
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 Board considers 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.
3. Information on how to trade on the NYSE
Shareholders will be able to trade their shares on the NYSE once
the NYSE listing has become effective, and the Board looks forward
to the continued support of its current Shareholders.
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
the Depository Trust Company ("DTC") prior to attempting to trade
on the NYSE.
Following the AIM Cancellation date, current share certificates
issued by Computershare Investor Services (Jersey) Limitedwill
cease to be valid and will be replaced by a DRS (Direct
Registration Statement) issued by Computershare US, which will
allow Shareholders to continue holding Shares in their own names,
or transfer their Shares to a US brokerage firm in DTC.
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 comply with US securities laws.
Shareholders are encouraged to consult their stockbroker,
attorney, solicitor, accountant or other independent financial
adviser in the event of any doubt.
4. Further information on AIM Cancellation and the termination
of the depositary interest register ("DI Register")
Computershare Investor Services PLC ("Computershare"), acting in
its capacity as Depositary to holders of depositary interests
representing the Shares ("Depositary Interests"), will be writing
to all Depositary Interest holders today to advise them of the
process for the termination of their Depositary Interests. Please
note this is a separate event to, but conditional on, the AIM
Cancellation.
In accordance with the deed poll executed by Computershare on 18
April 2006 pursuant to which the Depositary Interests were
constituted, as amended on 11 September 2013 (the "Depositary
Interest Deed"), Depositary Interest holders will be given advance
notification that, conditional on (i) the NYSE listing becoming
effective on an unconditional basis on or prior to 18 February
2014, and (ii) AIM Cancellation, the Deed and the DI Register shall
be terminated, and Computershare shall cease to act as depositary
and custodian in respect of the Depositary Interests with effect
from close of business on 19 February 2014 (the "Termination
Date"). Conditional on (i) the NYSE listing becoming effective on
an unconditional basis on or prior to 18 February 2014, and (ii)
AIM Cancellation, the Depositary Interest facility shall terminate
on the Termination Date and GeoPark Limited Depositary Interests
will be cancelled in accordance with the terms of the Deed.
As previously advised by the Company in the circular to
Shareholders dated 11 September 2013 (the "Circular"), following
the NYSE listing becoming effective on an unconditional basis,
holders of Depositary Interests have two options:
Option 1
Prior to the Termination Date, you may request cancellation of
your 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. Once transferred, the underlying Shares will be
tradable through the facilities of the NYSE.
For further details please contact Computershare by telephone on
+ 44 (0)870 889 3129 or by email to:
!AllJEGlobalTransactionTeam@computershare.co.je
Option 2
If you take no action, your Depositary Interests will be
cancelled automatically on the Termination Date. Computershare will
then transfer your underlying Shares to Crest International
Nominees Ltd. (acting on behalf of Euroclear UK & Ireland
Limited) (the "Custodian"), who shall then issue CREST Depositary
Interests ("CDIs")to you in respect of your underlying
shareholdings. If you then wish to trade your underlying Shares on
the NYSE, you will need to liaise with the Custodian to request the
cancellation of your CDIs and the transfer of your underlying
Shares by the Custodian to the DTC account of a brokerage firm
authorised to carry out business in the US.
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
5. New Bye-Laws
Shareholders approved the adoption of a new set of bye-laws
("New Bye-Laws"), following the AIM Cancellation becoming
effective, at the special general meeting of the Company held on 17
October 2013. Conditional on the AIM Cancellation, the New Bye-Laws
will therefore take effect from 19 February 2014.
The existing bye-laws of the Company, as adopted on 6 February
2006 and as amended on 28 July 2010 ("Existing Bye-Laws"), contain
a number of provisions which were considered appropriate for a
Bermuda company admitted to trading on AIM. However, once the AIM
Cancellation becomes effective, the Shares will cease to be traded
on AIM, these provisions will no longer be appropriate and they
will be removed. In addition to the removal of those provisions,
the New Bye-Laws make a number of other amendments to the Existing
Bye-Laws which the Board has been advised are appropriate for a
Bermuda company whose shares are to be listed on the NYSE.
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 is set out in the Schedule to the Circular.
6. De-registration from the Santiago Offshore Stock Exchange
The Company is also proposing to de-register from the Santiago
Offshore Stock Exchange, and will continue to monitor the
appropriate time for doing so. A further announcement will be made
in the US once a date for deregistration has been finalised.
7. Share Consolidation
The Company has determined that it will not implement the share
consolidation contemplated in the Circular.
8. Expected Timetable of AIM Cancellation
Expected Date Event
-------------- ---------------------------------------------------
21 January Date of this announcement and letter to Depositary
2014 Interest holders posted
-------------- ---------------------------------------------------
18 February Final trading day of the Shares on AIM (1)
2014
-------------- ---------------------------------------------------
7.00 a.m. on Cancellation of admission of the Shares to trading
19 February on AIM (1)
2014 Cancellation of Depositary Interest facility and
transfer of underlying Shares to the Custodian,
who shall then issue CDIs to the former holders
of such Depositary Interests in respect of their
underlying shareholdings (2)
-------------- ---------------------------------------------------
(1) Conditional on the NYSE listing becoming effective on an
unconditional basis on or prior to 18 February 2014.
(2) Conditional on the AIM Cancellation.
For further information, please contact:
GeoPark Limited (Chile) +56 2 2242 9600
Sofia Chellew (schellew@geo-park.com)
Pablo Ducci (pducci@geo-park.com)
Oriel Securities Limited - Nominated Adviser
and Joint Broker
Michael Shaw (London) +44 (0)20 7710 7600
Tunga Chigovanyika (London)
Macquarie Capital (Europe) Limited - Joint
Broker
Steve Baldwin (London) +44 (0)20 3037 2000
Forward looking statements of the Company
Statements contained in this announcement are based on the
knowledge and information available to the Board 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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