TIDMGPK

RNS Number : 5471Z

Geopark Limited

07 February 2014

A REGISTRATION STATEMENT HAS BEEN FILED WITH, AND DECLARED EFFECTIVE BY, THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

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.

7 February 2014

GeoPark Limited

("GeoPark" or "the Company")

NYSE Initial Public Offering

and

Cancellation of admission to trading on AIM

GeoPark is pleased to announce the pricing of its initial public offering in the United States of 13,500,000 new common shares ("IPO Shares") at a price of US$7.00 per share. The Company's common shares are expected to begin trading on the New York Stock Exchange ("NYSE") today under the ticker symbol "GPRK."

In connection with the offering, the underwriters exercised in full their option to purchase an additional 800,000 common shares from the Company at the public offering price.

GeoPark intends to use a portion of the net proceeds from the offering to finance or accelerate the growth of its operations in its current asset base, or organic expansion, and, following the completion of certain of its recent acquisitions in Brazil, its Brazilian assets, or for general corporate purposes. In addition, GeoPark may use a portion of the net proceeds from the offering for opportunistic acquisitions in Chile, Colombia and Brazil, as well as in other countries in South America.

Closing of the offering and the commencement of unconditional dealings in the IPO Shares is expected on 12 February 2014, following which the Company will have 57,361,614 common shares in issue. The IPO Shares, which will rank pari passu in all respects with the Company's existing common shares, will represent approximately 23.5 percent of the enlarged issued share capital of the Company.

Details of the participation and resultant shareholdings of the directors of the Company and/or their connected entities immediately following closing of the offering are set out below:

 
                       Number of       Resultant         Percentage 
                      IPO Shares    Shareholding    of the enlarged 
                                                       issued share 
                                                            capital 
 James Park              285,000       7,441,269            12.97 % 
 Juan Cristobal 
  Pavez (1)              715,000       2,886,363              5.03% 
 Pedro Aylwin             21,000         132,431              0.23% 
 Steven J. Quamme 
  (2)                  4,714,000       9,158,394             15.97% 
 

(1) Held through Socoservin Overseas Ltd, which is controlled by Juan Cristóbal Pavez. The common shares reflected as being held by Mr. Pavez include 8,559 shares held by him personally.

(2) Held through certain private investment funds managed and controlled by Cartica Management, LLC. The common shares reflected as being held by Mr. Quamme include 7,422 shares common shares held by him personally. Mr. Quamme, a director of the Company, is the co-founder and President of Cartica Management, LLC.

The issue of IPO Shares to the above Directors and/or their connected entities is deemed to be a Related Party Transaction under Rule 13 of the AIM Rules for Companies. The Independent Directors (being the directors of the Company other than those named above participating in the offering) consider, having consulted with Oriel Securities Limited, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as existing shareholders are concerned.

The US Offering is made only by means of a prospectus, copies of which 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, and declared effective by, the SEC. 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

AIM Cancellation

Conditional upon the NYSE listing becoming effective on an unconditional basis as expected on 12 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.

Application will be made for the IPO Shares to be admitted to trading on the AIM market of London Stock Exchange plc, which is expected to become effective at 8.00 a.m. on 13 February 2014.

Further information on the AIM Cancellation, the termination of the depositary interest register, how to trade on the NYSE and the adoption of the New Bye-Laws upon the AIM Cancellation becoming effective is set out in the announcement by the Company of 21 January 2014 and on the Company's website.

For further information, please contact:

 
 GeoPark Limited (Chile)                   +56 2 2242 9600 
 Pablo Ducci (pducci@geo-park.com) 
  Sofia Chellew (schellew@geo-park.com) 
 
 Oriel Securities Limited - Nominated 
  Adviser and Joint Broker 
                                           +44 (0)20 7710 
 Michael Shaw (London)                      7600 
 Tunga Chigovanyika (London) 
 
 Macquarie Capital (Europe) Limited 
  - Joint Broker 
                                           +44 (0)20 3037 
 Steve Baldwin (London)                     2000 
 

Capitalised terms not defined herein are defined in the announcement by the Company of 21 January 2014.

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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