http://www.investegate.co.uk/gulf-keystone-petrol--gkp-/rns/consent-solicitation-update/201504021257403347J/
(the "Notes")
Further to the Company's RNS of 12 March 2015, Gulf Keystone, the operator of the world class Shaikan field in the Kurdistan Region of Iraq, today announces that it has received confirmation that its Consent Solicitation has received the successful support of noteholders. The Consent Solicitation will expire at 3.00 p.m. (London time) on 2 April 2015.
Noteholders have submitted the requisite proxies to remove the book equity ratio covenant from the trust deed constituting the Notes (the "Trust Deed"), and the Company has agreed to the following terms: (i) retaining the Company's Debt Service Reserve Account at one year of scheduled interest payments for the Notes (instead of stepping down to six months of interest payments in October 2015); (ii) granting a security interest in favour of the holders of the Notes and the Company's 6.25 per cent. Convertible Bonds due 2017 (the "Convertible Bonds") over the shares of Gulf Keystone Petroleum International Limited, subject to negotiation of the terms of the security and intercreditor documentation; (iii) reducing certain of the Company's grace periods under the Trust Deed for certain events of default and including additional notifications to the Trustee; and (iv) beginning a dialogue with a committee of holders of the Notes if and when the Company's cash balance drops below US$50 million (including amounts in the Debt Service Reserve Account) for a period of five consecutive business days. Certain of the foregoing features will have to be formally approved at an additional meeting of holders of the Notes and if applicable the Convertible Bonds, to be called by the Company within 15 business days of the successful completion of the Noteholder Meeting scheduled for 7 April 2015. For the avoidance of doubt, the removal of the book equity ratio covenant is not subject to the result of such additional noteholder meetings and the Company expects the supplemental trust deed that will give effect to the removal of the book equity ratio covenant to be executed following the first noteholder meeting on 7 April 2015, subject to confirmation of the final results of the Consent Solicitation following its expiration.
The Placing of New Common Shares announced by the Company on 31 March 2015 is conditional on, inter alia, the consent from the holders of the Notes to the removal of the book equity ratio covenant from the Trust Deed.
The other terms and conditions of the Consent Solicitation remain unchanged. The complete terms and conditions of the Consent Solicitation are described in the Consent Solicitation Memorandum dated 12 March 2015 issued by the Company, as supplemented by the Supplements dated 24 March 2015 and 30 March 2015 (together, the "Consent Solicitation Memorandum"), copies of which may be obtained by contacting D.F. King Limited, the information and tabulation agent for the Consent Solicitation, as set out below. Additional information concerning the Consent Solicitation may be obtained by contacting the solicitation agents.
Capitalised terms have the meanings assigned to them elsewhere in this release or in the Consent Solicitation Memorandum, as applicable.
This RNS is for informational purposes only, and the Consent Solicitation is being made only pursuant to terms of the Consent Solicitation Memorandum. The Consent Solicitation is not being made to, and Consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such solicitation or grant such Consent. None of the Company, the guarantor of the Notes, the solicitation agents, the information and tabulation agent or the trustee under the Trust Deed makes any recommendation as to whether or not holders of Notes should deliver any Consents. Each holder of Notes must make its own decision as to whether or not to deliver a Consent.
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