Gulf Keystone Petroleum Regulatory News (GKP)

22 May 2007 07:04

Gulf Keystone Petroleum Ld22 May 2007 Not for release, publication or distribution in or into jurisdictions other thanthe United Kingdom and Bermuda where to do so would constitute a contraventionof the relevant laws of such jurisdiction Amendment to Implementation Agreement Gulf Keystone announces that yesterday it entered into an amendment agreement ("Amendment Agreement") with RAK Petroleum amending the terms of the AlgerianMaterial Adverse Change termination clause set out in the ImplementationAgreement. The effect of the Amendment Agreement is to amend the provisions under which theoccurrence of an Algerian Material Adverse Change (as defined below) would giverise to the right for RAK Petroleum to terminate the Implementation Agreement,the Amalgamation Agreement and the Amalgamation after the date of the SpecialGeneral Meeting of the Company (the "SGM"). Under the terms of the Amendment Agreement, RAK Petroleum will have the right toterminate the Implementation Agreement, the Amalgamation Agreement and theAmalgamation if an Algerian Material Adverse Change occurs between 13 April 2007and the date which falls 5 Business Days after the date that the ManagementCommittee (Conseil de Gestion), in accordance with the relevant provision of andwithin the time limits set forth in the Block 126a PSC, declares the GKN and GKSfields commercially exploitable in accordance with the Final Discovery Report(as defined below), as evidenced by the unanimously signed minutes of therelevant meeting of the Management Committee. The definition of an Algerian Material Adverse Change has been amended to nowmean: "any event, occurrence, or change of circumstance specifically relating toAlgeria (excluding (i) the reports or results from any currently planned welltesting being carried out by Gulf Keystone, (ii) war or terrorism and (iii)official written notification of a change in the fiscal regime applicable to theAlgerian Assets which represents a material adverse change to the laws anddecrees as published in Algeria at the date of the Amendment Agreement) whichindividually or together with other events, occurrences or circumstances inAlgeria, has or is reasonably likely to have a material adverse effect on GulfKeystone's Algerian business or on the Algerian Assets (such as RAK Petroleumhaving become aware of any Materially Adverse Information regarding thevalidity, ownership, or scope of the Hydrocarbon Rights or Gulf Keystone'scurrently pending application for the declaration of commerciality in respect ofthe GKN and GKS fields)". The definition of Final Discovery Report has been amended to mean: "the FinalDiscovery Report dated January 2007 as Disclosed as amended and finallysubmitted to the Management Committee (Conseil de Gestion) in a formsubstantially similar to the Final Discovery Report dated January 2007 asDisclosed taking into account all necessary changes to reflect the passage oftime from January 2007 until the date of final submission (such as for examplethe start date of first oil production)". The Acquisition remains subject to a number of other conditions, which aresummarised in paragraph 2 of Part III of the Circular distributed to GulfKeystone Shareholders on 13 April 2007 and are set out in full in Appendix B tothe Circular. The SGM is being held today at the offices of Cox Hallett Wilkinson, MilnerHouse, 18 Parliament Street, Hamilton, Bermuda at 1.00pm Bermuda time (5.00pmLondon time) to, inter alia, approve the Amalgamation Resolution. Subject to the satisfaction or waiver of all conditions, the Amalgamation iscurrently anticipated to be completed by no later than 11 August 2007. Unless otherwise stated, defined terms used in this Announcement shall have thesame meaning as those used in the Circular posted to Gulf Keystone Shareholderson 13 April 2007. Enquiries: Gulf Keystone Petroleum +44 (0)20 7514 1400Bill GuestTodd KozelJon Cooper Citigate Dewe Rogerson +44 (0)20 7638 9571 Media enquiries: Martin Jackson Analyst enquiries: Nina Soon This Announcement does not constitute an offer to sell or the solicitation of anoffer to subscribe for or buy any security, nor is it a solicitation of any voteor approval in any jurisdiction, nor shall there be any sale, issuance ortransfer of the securities referred to in this Announcement in any jurisdictionin contravention of applicable law. This Announcement has been prepared for the purposes of complying with Englishand Bermuda law and information disclosed in it may not be the same as thatwhich would have been prepared in accordance with the laws of jurisdictionsoutside England or Bermuda. This information is provided by RNS The company news service from the London Stock Exchange