17th Aug 2006 07:01
Gulf Keystone Petroleum Ld17 August 2006 Gulf Keystone Petroleum Limited ("Gulf Keystone" or the "Company") 17 August 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN THIS IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PROPOSED PLACING TO RAISE APPROXIMATELY £14 MILLION Gulf Keystone announces that it is today placing up to 21,600,000 new commonshares of US$0.01 each ("Placing Shares"), representing approximately 8.5 percent. of Gulf Keystone's existing issued share capital (the "Placing"). The Placing, which is being effected by Hoare Govett Limited ("Hoare Govett")and Tristone Capital Limited ("Tristone Capital", and, together with HoareGovett, the "Agents"), will be the subject of an accelerated bookbuild. HoareGovett and Tristone Capital are acting as joint lead managers and joint brokersin relation to the Placing, and Hoare Govett is acting as sole bookrunner. The proceeds of this fundraising will be used primarily to meet the Company'snear term, upstream investment needs. Specifically it is the Company's intentionto target early first oil production from Block 126a, pending award of aProduction Licence from the Algerian authorities, and progress the furtherevaluation of its northern Algerian, Constantine Basin licences, in particularBlocks 126a and 129. In addition, the Company proposes an immediate accelerationof its business development initiatives, both in Algeria and, selectively,elsewhere within its Middle East / N.Africa focus area. The books will open with immediate effect. The books are expected to close nolater than 6.00 p.m. today, 17 August 2006, and pricing and allocations areexpected to be announced by 6.00 p.m. today, 17 August 2006. The timing of theclosing of the books, pricing and allocations may be accelerated or delayed atthe sole discretion of the Agents (acting jointly), but shall not extend beyond8.00 a.m. on 31 August 2006. The placing price in respect of the Placing Shares(the "Placing Price") will be determined by Hoare Govett (as sole bookrunner) atthe close of the bookbuilding process. The Placing is conditional upon, inter alia, the admission of the Placing Sharesto trading on AIM, a market of the London Stock Exchange plc ("Admission")becoming effective by 8.00 am on 24 August 2006 (or by such later time and dateas Hoare Govett, Tristone Capital and the Company may agree but not later than8.00 am on 31 August 2006). The Placing is also conditional on the placingagreement made between the Company, Hoare Govett and Tristone Capital not beingterminated prior to such date. The Placing Shares will rank pari passu in all respects with the existing commonshares of US$0.01 each of Gulf Keystone, including the right to receive allfuture dividends and other distributions declared, made or paid after the dateof issue of the Placing Shares. Application will be made for the Placing Shares to be admitted to trading onAIM. It is expected that Admission will become effective and that dealings inthe Placing Shares will commence at 8.00 a.m. on 22 August 2006. Attention is drawn to the detailed terms and conditions of the Placing describedin the Appendix to this announcement. This announcement is for information purposes only and does not constitute anoffer or invitation to acquire or dispose of any securities or investment advicein any jurisdiction. Hoare Govett Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for Gulf Keystone and for no one elsesolely in connection with the Placing and will not be responsible to anyoneother than Gulf Keystone for providing the protections afforded to the customersof Hoare Govett Limited or for providing advice in relation to the Placing.Tristone Capital Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for Gulf Keystone and for no one elsesolely in connection with the Placing and will not be responsible to anyoneother than Gulf Keystone for providing the protections afforded to the customersof Tristone Capital Limited or for providing advice in relation to the Placing.Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This announcement is not an offer for sale or a solicitation of any offer topurchase the Placing Shares in the United States. The Placing Shares may not beoffered or sold in the United States absent registration under the US SecuritiesAct of 1933, as amended (the "US Securities Act") or an exemption therefrom. TheCompany does not intend to register any portion of the Placing under the USSecurities Act or to conduct a public offering of the Placing Shares in theUnited States. The Placing Shares have not been and will not be registered withany regulatory authority of any state or other jurisdiction within the UnitedStates. Mr. Todd Kozel, Chief Executive Officer of Gulf Keystone, commented: "This fundraising is being pursued at an exciting time in the Company'sdevelopment. It will enable us not only to accelerate the full evaluation of,and crystallisation of value from, our existing portfolio, but will also allowus to pursue business development opportunities within our focus area. We lookforward to a rewarding period ahead." Enquiries Gulf Keystone Petroleum LimitedTodd Kozel, Chief Executive Officer 020 7514 1400Bill Guest, PresidentJon Cooper, Finance Director Hoare Govett LimitedAndrew Foster / Bertie Whitehead 020 7678 8000John MacGowan 020 7678 1084 Tristone Capital LimitedNick Morgan / Majid Shafiq 020 7399 2486Charles Lesser / Chris Grudniewicz 020 7399 2485 Citigate Dewe RogersonMartin Jackson / George Cazenove 020 7638 9571Nina Soon APPENDIX: TERMS AND CONDITIONS OF THE PLACING THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. IMPORTANT INFORMATION ON THE PLACING Notice to prospective investors regarding United Kingdom securities laws MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHOFALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BECOMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUSTNOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONSDISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DOSO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMSAND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANYSECURITIES IN GULF KEYSTONE PETROLEUM LIMITED (THE "COMPANY"). THE NEW COMMONSHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES") ARE NOT BEINGOFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM, OTHER THAN TO QUALIFIEDINVESTORS ("QUALIFIED INVESTORS") AS DEFINED IN SECTION 86(7) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN ARTICLE 2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"),WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICESAUTHORITY OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE ISSOLELY TO INVEST IN SECURITIES. General This Announcement does not constitute an offer to sell or issue or thesolicitation of an offer to buy or subscribe for Placing Shares in anyjurisdiction including, without limitation, the United Kingdom, the UnitedStates, Canada, Australia or Japan or any other jurisdiction in which such offeror solicitation is or may be unlawful. This Announcement and the informationcontained in it are not for release, publication or distribution, directly orindirectly, to persons in the United States, Canada, Australia or Japan or inany jurisdiction in which such publication or distribution is unlawful. Anyfailure to comply with these restrictions may constitute a violation of US,Canadian, Australian or Japanese securities laws. Persons receiving thisAnnouncement must not distribute, mail or send it in, into or from, the UnitedStates or use the United States mails, directly or indirectly, in connectionwith the Placing and by doing so may invalidate any purported application forPlacing Shares. The distribution of this Announcement and the Placing and/or issue of thePlacing Shares in certain jurisdictions may be restricted by law. No action hasbeen taken by the Company or the Agents that would permit an offer of PlacingShares or possession or distribution of this Announcement or any other offeringor publicity material relating to such Placing Shares in any jurisdiction whereaction for that purpose is required. Persons to whose attention thisAnnouncement is drawn are required by the Company and the Agents to informthemselves about and to observe any such restrictions. Notice to prospective investors regarding US securities laws This announcement is not an offer for sale or a solicitation of any offer topurchase the Placing Shares in the United States. The Placing Shares may not beoffered or sold in the United States absent registration under the US SecuritiesAct, as amended (the "US Securities Act") or an exemption therefrom. The Companydoes not intend to register any portion of the Placing under the US SecuritiesAct or to conduct a public offering of the Placing Shares in the United States.The Placing Shares have not been and will not be registered with any regulatoryauthority of any state or other jurisdiction within the United States. The Placing Shares have not been and will not be registered under the USSecurities Act and may not be offered or sold except (i) within the UnitedStates in reliance on Rule 144A under the US Securities Act, or (ii) to certainpersons in offshore transactions in reliance on Regulation S under the USSecurities Act ("Regulation S"). Accordingly, each Agent has represented andagreed that it has not offered or sold, and will not offer or sell, any of thePlacing Shares as part of its allocation at any time other than to "qualifiedinstitutional buyers" (as defined in Rule 144A) in the United States inaccordance with Rule 144A or outside the United States in accordance with Rule903 of Regulation S. The term "United States," as used in this Announcement, hasthe meaning given to it by Regulation S. Until the expiration of 40 days afterthe closing of the Placing, an offer or sale of the Placing Shares within theUnited States by a dealer, whether or not participating in the Placing, mayviolate the registration requirements of the US Securities Act if such offer orsale is made otherwise than in accordance with Rule 144A of the US SecuritiesAct. The Placing Shares have not been approved or disapproved by the US Securitiesand Exchange Commission, any state securities commission in the United States orany other US regulatory authority, nor have any of the foregoing authoritiespassed upon or endorsed the merits of the Placing or the accuracy of adequacy ofthis Announcement. Any representation to the contrary is a criminal offence inthe United States. Placing Shares initially offered and sold to investors in the United States inaccordance with Rule 144A will be subject to certain restrictions contained in aseparate investor letter (the "Investor Letter") provided to it by the Company,the Agents or any of their respective Affiliates (as defined below) inconnection with the Placing. Representations and warranties of Placees Persons (including individuals, corporate entities, funds or others) who areinvited to and who choose to participate in the Placing by making an oral offerto subscribe for Placing Shares (referred to in this Announcement as "Placees"),will be deemed to have read and understood this Announcement in its entirety andto be making such offer on the terms and conditions, and to be providing therepresentations, warranties, agreements, acknowledgements and undertakings,contained in this Appendix and, in the case of Placees of Placing Shares offeredin reliance on Rule 144A, the Investor Letter. In particular, each such Placeerepresents, warrants and acknowledges that it: (a) is a Relevant Person and a Qualified Investor and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (b) is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and in either case not with a view to, or for resale in connection with, the distribution thereof, in whole or in part, in the United States and, except for Placees of Placing Shares offered in reliance on Rule 144A, that it (and any such account) is outside the United States, within the meaning of Regulation S. Details of the Placing Agreement and the Placing Shares The Agents have today entered into a placing agreement (the "Placing Agreement")with the Company whereby the Agents have, on and subject to the terms andconditions set out therein, agreed as agents for and on behalf of the Company,to use their reasonable endeavours to procure Placees to subscribe for thePlacing Shares in accordance with the provisions of the Placing Agreement.The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued common shares of US$0.01each in the capital of the Company (the "Common Shares"), including the right toreceive all dividends and other distributions declared, made or paid on or inrespect of the Common Shares after the date of issue of the Placing Shares.The Company, through its registrars, has established a depositary arrangementwhereby depositary interests ("DIs") (established pursuant to a deed of trustexecuted by the registrars, acting as depositary) representing Common Shares areissued to shareholders in the Company who wish to hold their Common Shares inelectronic form within the CREST system. Pursuant to this arrangement, one DIrepresents one Common Share. Placees who wish to hold their Placing Shares inelectronic form within the CREST system will receive DIs representing the numberof Placing Shares they are allocated in the Placing. In this Appendix,therefore, the term "Placing Shares" shall be deemed to mean or to include (asapplicable) DIs representing such shares. Application for admission to trading Application will be made to the London Stock Exchange plc (the "London StockExchange") for admission to trading of the Placing Shares on AIM, a market ofthe London Stock Exchange ("Admission"). It is expected that Admission willbecome effective and that dealings in the Placing Shares will commence at 8.00a.m. on 22 August 2006. Bookbuild Commencing today Hoare Govett (as sole bookrunner) is conducting an acceleratedbookbuilding process (the "Bookbuilding Process") to determine demand forparticipation in the Placing. This Appendix gives details of the terms andconditions of, and the mechanics of participation in, the Bookbuilding Processand the Placing. No commissions will be paid to Placees or by Placees in respectof any Placing Shares or their subscription therefore. The Agents will be entitled to effect the Placing by such alternative method tothe Bookbuilding Process as they may, following consultation with the Company,determine. To the fullest extent permissible by law, neither Agent nor anyholding company thereof, nor any subsidiary, branch or affiliate of either Agentor any holding company of any of the foregoing (each an "Affiliate") shall haveany liability to Placees (or to any other person whether acting on behalf of aPlacee or otherwise). In particular, neither Agent nor any Affiliate thereofshall have any liability in respect of the conduct of the Bookbuilding Processor of such alternative method of effecting the Placing as the Agents maydetermine. Participation in, and principal terms of, the Bookbuilding Process By participating in the Bookbuilding Process and the Placing, Placees will bedeemed to have read and understood this Announcement in its entirety and to beparticipating and making an offer for Placing Shares on the terms andconditions, and to be providing to the Company and the Agents therepresentations, warranties, agreements, acknowledgements and undertakings,contained in this Appendix. A further announcement will be made following theclose of the Bookbuilding Process detailing the Placing Price (as defined below)at which the Placing Shares are being placed and the number of Placing Sharesplaced (the "Pricing Announcement"). The Agents (whether through themselves or their respective Affiliates) arearranging the Placing as agents of the Company. Hoare Govett and its Affiliates are, subject to the Company's approval, entitledto participate as principals in the Bookbuilding Process. The Bookbuilding Process will establish a single price (the "Placing Price")payable to Hoare Govett (on behalf of the Agents) by all Placees. The PlacingPrice is subject to the approval of the Company. The Bookbuilding Process is expected to close no later than 6.00 p.m. Londontime today, 17 August 2006, but at the sole discretion of the Agents (actingjointly) the timing of the closing of the books, pricing and allocations may beaccelerated or delayed (but shall not extend beyond 8.00 a.m. on 31 August2006). The Agents may at their sole discretion (acting jointly) accept bids thatare received after the Bookbuilding Process has closed. A bid in the Bookbuilding Process will be made on the terms and conditions inthis Appendix and will not be capable of variation or revocation after the closeof the Bookbuilding Process. A person who wishes to participate in the Bookbuilding Process shouldcommunicate its bid by telephone to its usual sales contact at: ABN AMRO Bank N.V. (London branch) or John MacGowan at Hoare Govett on +44 20 7678 1084 -or- at Tristone Capital on +44 20 7399 2485 or Adrian Penny on +44 20 7399 2471. If successful, an allocation will be confirmed orally to such person followingthe close of the Bookbuilding Process, and a conditional contract note will bedispatched as soon as possible thereafter. An Agent's oral confirmation willconstitute an irrevocable legally binding commitment upon such person (who willat that point become a Placee) to subscribe for the number of Placing Sharesallocated to that Placee (such number to be at the discretion of the Agents) atthe Placing Price set out in the Pricing Announcement and otherwise on the termsand conditions set out in this Appendix and in accordance with the Company'sbye-laws. Each Placee's obligations will be owed to the Company and to the Agents. EachPlacee will also have an immediate, separate, irrevocable and bindingobligation, owed to the Agents, to pay to Hoare Govett (on behalf of theAgents), or as it may direct, in cleared funds an amount equal to the product ofthe Placing Price and the number of Placing Shares such Placee has agreed tosubscribe for. All obligations under the Placing will be subject to fulfilment of theconditions referred to below under "Conditions of the Placing". Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional inall respects and not having been terminated in accordance with its terms. The obligations of the Agents under the Placing Agreement are conditional upon,inter alia: (a) the Pricing Announcement being published through a Regulatory Information Service by not later than 6:00 p.m. today, 17 August 2006; and (b) Admission becoming effective by not later than 8.00 a.m. on 24 August 2006. If (a) any of the conditions contained in the Placing Agreement is not fulfilledor waived by the Agents (acting jointly) by the respective time or date wherespecified (or such later time or date as the Agents and the Company may agreebut in any event not later than 8.00 a.m. on 31 August 2006), (b) any suchcondition becomes incapable of being fulfilled and the Agents inform the Companythat they will not waive such condition or (c) the Placing Agreement isterminated in accordance with its terms (as summarised below), the Placing willlapse and the Placees' rights and obligations hereunder shall cease andterminate at such time and each Placee agrees that no claim can be made by or onbehalf of the Placee (or any person on whose behalf the Placee is acting) inrespect thereof. By participating in the Bookbuilding Process, each Placee agrees that its rightsand obligations cease and terminate only in the circumstances described aboveand under "Right to terminate under the Placing Agreement" below and will not becapable of rescission or termination by it. The Agents may (acting jointly), at their discretion and upon such terms as theythink fit, waive compliance by the Company with, or extend the time and/or datefor fulfilment by the Company of, the whole or any part of any of the Company'sobligations in relation to the conditions in the Placing Agreement, save thatcondition (b) above will not be waived. Any such extension or waiver will notaffect Placees' commitments as set out in this Announcement. Neither of the Agents nor the Company shall have any liability to any Placee (orto any other person whether acting on behalf of a Placee or otherwise) inrespect of any decision it may make as to whether or not to waive or to extendthe time and/or date for the satisfaction of any condition to the Placing norfor any decision it may make as to the satisfaction of any condition or inrespect of the Placing generally. Right to terminate under the Placing Agreement Either Agent may, at any time before Admission, terminate the Placing Agreementin accordance with the terms of the Placing Agreement in certain circumstances,including circumstances of force majeure or material adverse changes in thefinancial condition of the Company, as more particularly described in thePlacing Agreement. If the obligations of the Agents under the Placing Agreement are terminated inaccordance with its terms, the rights and obligations of each Placee in respectof the Placing as described in this Announcement shall cease and terminate atsuch time and no claim can be made by any Placee in respect thereof.By participating in the Placing each Placee agrees with the Agents that theexercise by the Agents of any right of termination or other discretion under thePlacing Agreement shall be within the absolute discretion of the Agents and thatthe Agents need not make any reference to any such Placee and the Agents shallhave no liability whatsoever to any such Placee (or to any other person whetheracting on behalf of a Placee or otherwise) in connection with the exercise ofsuch rights. No prospectus No prospectus, admission document or other offering document has been or will besubmitted to be approved by the FSA in relation to the Placing and Placees'commitments will be made solely on the basis of the information contained inthis Announcement and any Exchange Information (as referred to in paragraph 4below under "Representations and warranties"). Each Placee, by participating inthe Placing, agrees that the content of this Announcement and the PricingAnnouncement is exclusively the responsibility of the Company and confirms thatit has neither received nor relied on any other information, representation,warranty, or statement made by or on behalf of the Agents or the Company andneither of the Agents nor the Company will be liable for any Placee's decisionto participate in the Placing based on any other information, representation,warranty or statement which the Placees may have obtained or received. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in participating in thePlacing and with respect to the Placing Shares. Nothing in this paragraph shallexclude the liability of any person for fraudulent misrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: BMG4209G1087) followingAdmission will take place within the CREST system, subject to certainexceptions. Hoare Govett (on behalf of the Agents) reserves the right to requiresettlement for and delivery of the Placing Shares to Placees by such other meansthat it deems necessary if delivery or settlement is not possible or practicablewithin the CREST system within the timetable set out in this Announcement orwould not be consistent with the regulatory requirements in any Placee'sjurisdiction. Each Placee allocated Placing Shares in the Placing will be sent a tradeconfirmation stating the number of Placing Shares allocated to it, the PlacingPrice, the aggregate amount owed by such Placee to Hoare Govett and settlementinstructions. ABN AMRO Bank N.V. (London branch) is acting as settlement agenton behalf of the Agents and Placees should settle against CREST ID: 521. It isexpected that such trade confirmation will be despatched today, 17 August 2006and that this will also be the trade date. Each Placee agrees that it will doall things necessary to ensure that delivery and payment is completed inaccordance with either the standing CREST or certificated settlementinstructions which it has in place with Hoare Govett. Where a Placee is notregistered with ABN AMRO Bank N.V. and is unable to settle transactions with ABNAMRO Bank N.V., the Agents reserve the right to enter into different settlementarrangements with such Placee. It is expected that settlement will be on 22 August 2006 on a T+3 basis inaccordance with the instructions set out in the trade confirmation. Interest is chargeable daily on payments not received from Placees on the duedate in accordance with the arrangements set out above at the rate of twopercentage points above prevailing LIBOR as determined by Hoare Govett (onbehalf of the Agents). Each Placee is deemed to agree that if it does not comply with theseobligations, Hoare Govett may (on behalf of the Agents) sell any or all of thePlacing Shares allocated to that Placee on such Placee's behalf and retain fromthe proceeds, for the Company's account and benefit, an amount equal to theaggregate amount owed by the Placee plus any interest due. The relevant Placeewill, however, remain liable for any shortfall between the net proceeds of suchsale and the placing proceeds of such Placing Shares and may be required to bearany stamp duty or stamp duty reserve tax (together with any interest orpenalties due pursuant to the terms set out or referred to in this Announcement)which may arise upon the sale of such Placee's Placing Shares on its behalf.If Placing Shares are to be delivered to a custodian or settlement agent,Placees should ensure that the trade confirmation is copied and deliveredimmediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of itsnominee or in the name of any person for whom a Placee is contracting as agentor that of a nominee for such person, such Placing Shares should, subject asprovided below, be so registered free from any liability to UK stamp duty orstamp duty reserve tax. No Placee (or any nominee or other agent acting onbehalf of a Placee) will be entitled to receive any fee or commission inconnection with the Placing. Representations and warranties By participating in the Bookbuilding Process, each Placee (and any person actingon such Placee's behalf): 1. represents and warrants that it has read this Announcementin its entirety and acknowledges that its participation in the Placing will begoverned by the terms of this Announcement; 2. represents and warrants that it has received thisAnnouncement solely for its use and has not redistributed or duplicated it; 3. represents and warrants that it has not received aprospectus, admission document or other offering document in connection with thePlacing and acknowledges that no prospectus, admission document or otheroffering document has been prepared in connection with the Placing; 4. acknowledges that the Common Shares are admitted totrading on AIM, and that the Company is therefore required to publish certainbusiness and financial information in accordance with the rules and practices ofAIM (collectively, the "Exchange Information"), which includes a description ofthe nature of the Company's business and the Company's most recent balance sheetand profit and loss account, and similar statements for preceding financialyears; 5. acknowledges that neither of the Agents, nor the Company,nor any of their respective Affiliates nor any person acting on behalf of eitheror both of the Agents, or the Company, or their respective Affiliates hasprovided, and will not provide it with, any material regarding the PlacingShares or the Company other than this Announcement; nor has it requested eitherAgent or the Company, any of their respective Affiliates or any person acting oneither or both of the Agents' behalves or that of their respective Affiliates orthat of the Company to provide it with any such information; 6. acknowledges that the content of this Announcement isexclusively the responsibility of the Company and that neither of the Agents,nor any of their respective Affiliates nor any person acting on behalf of eitheror both of the Agents or their respective Affiliates has or shall have anyliability for any information, representation or statement contained in thisAnnouncement or any information previously published by or on behalf of theCompany and will not be liable for any Placee's decision to participate in thePlacing based on any information, representation or statement contained in thisAnnouncement or otherwise. Each Placee represents, warrants and agrees that theonly information on which it is entitled to rely and on which such Placee hasrelied in committing to subscribe for the Placing Shares is contained in thisAnnouncement and any Exchange Information, such information being all that itdeems necessary to make an investment decision in respect of the Placing Sharesand that it has relied on its own investigation with respect to the PlacingShares and the Company in connection with its decision to subscribe for thePlacing Shares and acknowledges that it is not relying on any investigation thateither Agent, any of their respective Affiliates or any person acting on eitheror both of the Agents' behalves or that of their respective Affiliates may haveconducted with respect to the Placing Shares or the Company and none of theCompany or any such persons has made any representations to it, express orimplied, with respect thereto; 7. acknowledges that it has not relied on any informationrelating to the Company contained in any research reports prepared by eitherAgent, any of their respective Affiliates or any person acting on either or bothof the Agents' behalves or that of their respective Affiliates and understandsthat neither of the Agents, nor any of their respective Affiliates nor anyperson acting on behalf of either or both of the Agents or their respectiveAffiliates: (i) has or shall have any liability for public information or anyrepresentation; (ii) has or shall have any liability for any additionalinformation that has otherwise been made available to such Placee, whether atthe date of publication, the date of the announcement or otherwise; and (iii)makes any representation or warranty, express or implied, as to the truth,accuracy or completeness of such information, whether at the date ofpublication, the date of the announcement or otherwise; 8. represents and warrants that it, and/or the beneficialowner, as applicable, is entitled to subscribe for and/or purchase PlacingShares under the laws of all relevant jurisdictions which apply to it, and/orthe beneficial owner, as applicable, and that it has fully observed such lawsand obtained all such governmental and other guarantees and other consents ineither case which may be required thereunder and complied with all necessaryformalities; 9. represents and warrants that it has the power andauthority to carry on the activities in which it is engaged, to subscribe forthe Placing Shares and to execute and deliver all documents necessary for suchsubscription; 10. represents and warrants that, unless it can, and does, makethe representations, warranties and acknowledgements contained in the InvestorLetter provided to it in connection with the Placing, it will be the beneficialowner of such Placing Shares and that the beneficial owner of such PlacingShares will not at the time the Placing Shares are acquired be a resident ofAustralia, Canada or Japan; 11. acknowledges that the Placing Shares have not been and willnot be registered under the US Securities Act or under the securities laws ofany of the States of the United States, or under the securities legislation ofAustralia, Canada or Japan and, subject to certain exceptions, may not beoffered, sold, taken up, renounced or delivered or transferred, directly orindirectly, within those jurisdictions; 12. represents and warrants that, unless it can, and does, makethe representations, warranties and acknowledgements contained in the InvestorLetter provided to it in connection with the Placing, it is not a resident ofthe United States and is purchasing the Placing Shares in an "offshoretransaction" in accordance with Regulation S under the US Securities Act; 13. acknowledges (and confirms that each beneficial owner of thePlacing Shares has been advised) that the Placing Shares have not been and willnot be registered under the US Securities Act or under any applicable statesecurities laws, nor approved or disapproved by the US Securities and ExchangeCommission, any state securities commission in the United States or any otherUnited States regulatory authority; 14. represents and warrants that if it is a pension fund orinvestment company, its purchase of Placing Shares is in full compliance withapplicable laws and regulations; 15. represents and warrants that the allocation, allotment, issueand delivery to it, or the person specified by it for registration as holder, ofPlacing Shares will not give rise to a liability under any of sections 67, 70,93 or 96 of the Finance Act 1986 (depositary receipts and clearance services)and that the Placing Shares are not being subscribed for by it in connectionwith arrangements to issue depositary receipts or to transfer Placing Sharesinto a clearance system; 16. represents and warrants that it has complied with itsobligations in connection with money laundering and terrorist financing underthe Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money LaunderingRegulations 2003 (the "Regulations") and, if making payment on behalf of a thirdparty, that satisfactory evidence has been obtained and recorded by it to verifythe identity of the third party as required by the Regulations; 17. represents and warrants that it and any person acting on itsbehalf is a person falling within Article 19(1) and/or 49(2) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005, as amended, andundertakes that it will acquire, hold, manage or dispose of any Placing Sharesthat are allocated to it for the purposes of its business; 18. represents and warrants that it is a qualified investor asdefined in section 86(7) of the FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive; 19. represents and warrants that it has not offered or sold andwill not offer or sell any Placing Shares to persons in the United Kingdom priorto Admission except to persons whose ordinary activities involve them inacquiring, holding, managing or disposing of investments (as principal or agent)for the purposes of their business or otherwise in circumstances which have notresulted and which will not result in an offer to the public in the UnitedKingdom within the meaning of section 85(1) of the FSMA; 20. represents and warrants that it has only communicated orcaused to be communicated and will only communicate or cause to be communicatedany invitation or inducement to engage in investment activity (within themeaning of section 21 of the FSMA) relating to the Placing Shares incircumstances in which section 21(1) of the FSMA does not require approval ofthe communication by an authorised person; 21. represents and warrants that it has complied and will complywith all applicable provisions of the FSMA with respect to anything done by itin relation to the Placing Shares in, from or otherwise involving the UnitedKingdom; 22. represents and warrants that it and any person acting on itsbehalf is entitled to subscribe for the Placing Shares under the laws of allrelevant jurisdictions and that it has all necessary capacity and has obtainedall necessary consents and authorities to enable it to commit to participatingin the Placing and to perform its obligations in relation thereto (including,without limitation, in the case of any person on whose behalf it is acting, allnecessary consent and authorities to agree to the terms set out or referred toin this Announcement) and will honour such obligations; 23. undertakes that it (and any person acting on its behalf) willmake payment for the Placing Shares allocated to it in accordance with thisAnnouncement on the due time and date set out herein, failing which the relevantPlacing Shares may be placed with other subscribers or sold as Hoare Govett (onbehalf of the Agents) may in its sole discretion determine and it will remainliable for any shortfall below the net proceeds of such sale and the placingproceeds of such Placing Shares and may be required to bear any stamp duty orstamp duty reserve tax (together with any interest or penalties due pursuant tothe terms set out or referred to in this Announcement) which may arise upon thesale of such Placee's Placing Shares on its behalf; 24. acknowledges that neither of the Agents, nor any of theirrespective Affiliates nor any person acting on behalf of either or both of theAgents or their respective Affiliates is making any recommendations to it,advising it regarding the suitability of any transactions it may enter into inconnection with the Placing nor providing advice in relation to the Placing norin respect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement nor the exercise or performance of any of theAgents' rights and obligations thereunder including any rights to waive or varyany conditions or exercise any termination right; 25. undertakes that the person who it specifies for registrationas holder of the Placing Shares will be (i) itself or (ii) its nominee, as thecase may be. Neither of the Agents nor the Company will be responsible for anyliability to stamp duty or stamp duty reserve tax resulting from a failure toobserve this requirement. Each Placee and any person acting on behalf of suchPlacee agrees to participate in the Placing and it agrees to indemnify theCompany and each of the Agents in respect of the same on the basis that thePlacing Shares will be credited to the CREST stock account of ABN AMRO Bank N.V.(London branch) (CREST ID: 521) who will hold them as nominee for thesubscribers of such shares until settlement in accordance with its standingsettlement instructions; 26. acknowledges that any agreements entered into by it pursuantto these terms and conditions shall be governed by and construed in all respectsin accordance with English law and it submits (on behalf of itself and on behalfof any person on whose behalf it is acting) to the exclusive jurisdiction of thecourts of England as regards any claim, dispute or matter arising out of anysuch contract, except that enforcement proceedings in respect of the obligationto make payment for the Placing Shares (together with any interest chargeablethereon) may be taken by the Company or the Agents in any jurisdiction in whichthe relevant Placee is incorporated or in which any of its securities have aquotation on a recognised stock exchange; 27. agrees that it has no right to enforce or rely upon any termsof the Placing Agreement, including (without limitation) any warranties orindemnities given by the Company in favour of the Agents under the PlacingAgreement, and undertakes to the Company that it will not seek to rely upon anysuch terms; 28. agrees that the Company, the Agents and their respectiveAffiliates and others will rely upon the truth and accuracy of the foregoingrepresentations, warranties, agreements, acknowledgements and undertakings whichare given to the Agents on their own behalves and on behalf of the Company andare irrevocable; and 29. agrees to indemnify and hold the Company and each of theAgents harmless from any and all costs, claims, liabilities and expenses(including legal fees and expenses) arising out of or in connection with anybreach of the representations, warranties, agreements, acknowledgements andundertakings in this Appendix and further agrees that the provisions of thisAppendix shall survive after completion of the Placing. Tax matters No UK stamp duty or stamp duty reserve tax should be payable to the extent thatthe Placing Shares are issued into CREST to, or to the nominee of, a Placee whoholds those shares beneficially (and not as agent or nominee for any otherperson) within the CREST system and registered in the name of such Placee orsuch Placee's nominee. Any arrangements to issue or transfer the Placing Shares into a depositaryreceipts system or a clearance service or to hold the Placing Shares as agent ornominee of a person to whom a depositary receipt may be issued or who will holdthe Placing Shares in a clearance service, or any arrangements subsequently totransfer the Placing Shares, may give rise to UK stamp duty and/or stamp dutyreserve tax, for which neither of the Agents nor the Company will be responsibleand the Placee to whom (or on behalf of whom, or in respect of the person forwhom it is participating in the Placing as an agent or nominee) the allocation,allotment, issue or delivery of Placing Shares has given rise to such UK stampduty or stamp duty reserve tax undertakes to pay such UK stamp duty or stampduty reserve tax forthwith and to indemnify on an after-tax basis and to holdharmless the Company and each of the Agents in the event that the Company and/oreither of the Agents has incurred any such liability to UK stamp duty or stampduty reserve tax. In addition, Placees should note that they will be liable to pay stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable outside the UK by them or any other person on the subscription by themfor any Placing Shares or the agreement by them to subscribe for any PlacingShares. General All times and dates in this Announcement may be subject to amendment. The Agentsshall notify the Placees and any person acting on behalf of the Placees of anychanges. This Announcement has been issued by the Company and is the sole responsibilityof the Company. Hoare Govett Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for the Company and for no one elsesolely in connection with the Placing and will not be responsible to anyoneother than the Company for providing the protections afforded to the customersof Hoare Govett Limited or for providing advice in relation to the Placing.Tristone Capital Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for the Company and for no one elsesolely in connection with the Placing and will not be responsible to anyoneother than the Company for providing the protections afforded to the customersof Tristone Capital Limited or for providing advice in relation to the Placing.When a Placee or person acting on behalf of the Placee is dealing with an Agent,any money held in an account with such Agent on behalf of the Placee and/or anyperson acting on behalf of the Placee will not be treated as client money withinthe meaning of the rules and regulations of the Financial Services Authoritymade under the FSMA. The Placee acknowledges that the money will not be subjectto the protections conferred by the client money rules; as a consequence, thismoney will not be segregated from the relevant Agent's money in accordance withthe client money rules and will be used by the relevant Agent in the course ofits own business; and the Placee will rank only as a general creditor of therelevant Agent. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Gulf Keystone Petroleum