Gulf Keystone Petroleum : Launch of Scheme of Arrangement

RNS Number : 7695I

Gulf Keystone Petroleum Ltd.

02 September 2016

Not for release, publication or distribution, directly or indirectly, in whole or in part in or into the United States or any jurisdiction other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws or regulations of such jurisdiction. This announcement (and the information contained herein) does not contain or constitute an offer to sell or the solicitation of an offer to purchase, nor shall there be any sale of securities in any jurisdiction where such offer, solicitation or sale would constitute a contravention of the relevant laws or regulations of such jurisdiction.

2 September 2016

Gulf Keystone Petroleum Ltd. (LSE: GKP)

("Gulf Keystone", "GKP", or "the Company")

US$250,000,000 13.0 per cent. Guaranteed Notes due 2017 (ISINs: Regulation S XS1056559245, Rule 144A XS1056559088) (the "Guaranteed Notes")

and

US$325,000,000 6.25 per cent. Convertible Bonds due 2017 (ISIN: XS0841237497, Common Code: 084123749) (the "Convertible Bonds")

Launch of Scheme of Arrangement

The Company announces that it has today launched a scheme of arrangement (the "Scheme") in respect of holders of its Guaranteed Notes and Convertible Bonds in connection with the Balance Sheet Restructuring Transaction announced by the Company on 14 July 2016 (the "Restructuring").

A directions hearing was held yesterday at the Chancery Division of the High Court of Justice of England and Wales pursuant to which the Company was granted an order to convene meetings (the "Scheme Meetings") of the holders of the Guaranteed Notes and the Convertible Bonds to consider and, if thought fit, approve the Scheme. As the holders of the Guaranteed Notes and the holders of the Convertible Bonds form separate classes there will be two Scheme Meetings, one for each class. The Scheme Meetings will be held on 22 September 2016 at the offices of Paul Hastings (Europe) LLP, Ten Bishops Square, London E1 6EG at 10.30am (London time) in respect of the Guaranteed Notes and 11.00am (London time) in respect of the Convertible Bonds. Notices of the relevant Scheme Meetings will today be sent to holders of the Guaranteed Notes and Convertible Bonds.

Expected key dates and times in connection with the Scheme are set out below:

Instructions about actions to be taken by Scheme Creditors preceding the Scheme Meetings are set out in the Explanatory Statement, which will be made available to Scheme Creditors on the Scheme Website:https://sites.dfkingltd.com/gkp.

Capitalised terms used and not defined herein shall have the meanings set out in the Explanatory Statement.

D.F. King Limited acts as information agent in connection with the Scheme. Holders of Guaranteed Notes and/or Convertible Bonds with questions regarding the Scheme or the Scheme Meetings should contact:

For further information about the Restructuring, visit the Company's Restructuring microsite:http://www.gulfkeystone.com/restructuring

Disclaimer

This communication and the information contained herein is not an offer of securities for sale in the United States or Australia, Canada, Japan, New Zealand, Switzerland, South Africa or any other jurisdiction where to do so could constitute a violation of the relevant laws of such jurisdiction ("Excluded Territories") or any other jurisdiction where to do so could constitute a violation of the relevant laws of such jurisdiction. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or are exempt from registration thereunder. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the company and its management, as well as financial statements. The Company has not registered and does not intend to register any of its securities under the Securities Act or to conduct a public offering in the United States or any other jurisdiction. Copies of this communication are not being, and should not be, distributed in or sent into the United States.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication is distributed in any member state of the European Economic Area which applies Directive 2003/71/EC (this Directive together with any implementing measures in any member state, the Prospectus Directive) only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents.

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