REG-Gulf Keystone Petroleum Ltd Retail offering successfully completed and update on Euronext Growth Oslo listing

Gulf Keystone PetroleumAnnouncement

13/02/2026 18:30

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   Gulf Keystone Petroleum Ltd (GKP)
   Retail offering successfully completed and update on Euronext Growth Oslo
   listing

   13-Feb-2026 / 18:20 GMT/BST

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   NOT FOR RELEASE, PUBLICATION OR  DISTRIBUTION, DIRECTLY OR INDIRECTLY,  IN
   OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG,  SOUTH
   AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE,  PUBLICATION
   OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT IS NOT A  PROSPECTUS
   AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES  DESCRIBED
   HEREIN.

    

    

   13 February 2026

    

                                        

                    Gulf Keystone Petroleum Ltd: (LSE: GKP)

                   (“Gulf Keystone”, “GKP” or “the Company”)

                                        

   Retail offering successfully completed and update on Euronext Growth Oslo
                                    listing

    

    

   Gulf  Keystone,  a  leading  independent  operator  and  producer  in  the
   Kurdistan Region of  Iraq, is pleased  to announce the  completion of  the
   retail offering  in  connection with  its  intention to  complete  a  dual
   listing of the Company’s  shares on Euronext Growth  Oslo operated by  the
   Oslo Stock Exchange ("OSE") (the "Listing").

    

   The Private Placement

    

   On 4 February 2026, the Company announced the launch of a retail  offering
   of a small number of new shares in the Company (the “Offer Shares”) of  up
   to the NOK equivalent  of EUR 1 million,  equal to approximately GBP  0.87
   million (the  “Private  Placement”),  in order  to  satisfy  relevant  OSE
   listing requirements. The Private Placement was fully underwritten by  one
   of the Company’s large shareholders (the “Underwriter”).

    

   The Company  is  pleased to  announce  that  the Offer  Shares  have  been
   successfully placed  and to  welcome  approximately 700  new  shareholders
   through the allocation of  512,463 Offer Shares.  The retail offering  was
   multiple times oversubscribed.

    

   The Offer Shares will be issued at  a subscription price of NOK 22.10  per
   Offer Share (the “Offer Price”),  raising gross proceeds of  approximately
   NOK 11.3  million  (approximately  GBP  0.87  million).  The  Offer  Price
   represents a discount of 10%  to the volume-weighted-average price  (VWAP)
   of the  Company’s shares  trading  on the  London Stock  Exchange  (“LSE”)
   during the application period (rounded down to the nearest one decimal).

    

   All  applicants  who  submitted  a  valid  application  will  receive   an
   allocation. Consequently,  no  Offer  Shares  will  be  allocated  to  the
   Underwriter under  its underwriting  obligation.  The Company's  Board  of
   Directors has  resolved  to  issue  a  total  of  538,087  new  shares  in
   connection with the Private  Placement, including 25,624  new shares as  a
   customary underwriting commission to the Underwriter.

    

   Notifications of allocation of Offer Shares and the corresponding  amounts
   to be paid by investors are expected to be communicated to investors on or
   about 16 February  2026. Investors  who have access  to investor  services
   through their  VPS account  manager will  be able  to see  how many  Offer
   Shares they have been allocated from on or about 16 February 2026.

    

   Payment for the  allocated Offer Shares  is due on  17 February 2026,  and
   there must  be  sufficient funds  in  the  stated bank  account  from  and
   including 16 February 2026. In order to facilitate prompt registration  of
   the share capital increase pertaining to the issuance of Offer Shares, the
   Offer Shares will be  pre-paid by the Managers  pursuant to a  pre-payment
   agreement  between  the  Company   and  the  Managers  (the   “Pre-Payment
   Agreement”). Subject to  timely payment  of the  subscription amount,  the
   Offer Shares are  expected to  be delivered to  the VPS  accounts of  each
   applicant on or about 18 February 2026.

    

   Completion of the  Private Placement  is subject to:  (A) the  Pre-Payment
   Agreement  remaining  in  full  force  and  effect,  (B)  satisfaction  of
   conditions set by the OSE for listing of the Company’s shares on  Euronext
   Growth Oslo, (C) the share capital increase pertaining to the issuance  of
   the allocated Offer  Shares being  validly registered  with the  Company’s
   register of  members, and  (D) the  allocated Offer  Shares being  validly
   issued and registered in the Norwegian Central Securities Depository.

    

   Following registration of  the share  capital increase  pertaining to  the
   issue of new shares,  the Company’s authorised share  capital will be  USD
   292,105,327 divided into 292,105,327 common shares, each with a par  value
   of USD 1.00, of which 217,543,373 common shares will be in issue, with  no
   shares held in treasury. The Company will publish a separate  announcement
   once the share  capital increase  has been registered  with the  Company's
   register of members.

    

   The Listing

    

   The OSE approved the Company’s application for Listing on Euronext  Growth
   Oslo earlier today. In  addition, the Company has  applied to the LSE  for
   the new  shares issued  in connection  with the  Private Placement  to  be
   admitted to trading on  the Main Market for  listed securities of the  LSE
   (the "Main Market").

    

   The Offer Shares are expected to commence trading on Euronext Growth  Oslo
   on 18 February 2026 at 9:00 am CET under the ticker code "GKP" and on ISIN
   BMG4209G2077. Admission to trading on the Main Market is expected to occur
   at or around the same time.

    

   In addition to the Offer Shares,  one of the Company’s large  shareholders
   has agreed to transfer  an initial portion of  its existing shares in  the
   Company from the LSE to Euronext Growth  Oslo in order to satisfy the  OSE
   listing requirements. This  transfer will  be completed  and these  shares
   will commence trading on the same day as the Offer Shares commence trading
   on Euronext Oslo  Growth. Other  major shareholders  have signalled  their
   support for additional share transfers to the OSE in due course.

    

   Following the  Listing, the  Company plans  to implement  arrangements  to
   enable cross-border  transfers of  the Company’s  shares between  Euronext
   Growth  Oslo  and  the  LSE.  The  Company  expects  that  such   transfer
   arrangements  will  be  implemented  in  early  April  2026,  through  the
   cancellation of  depositary interests  currently trading  on the  LSE  and
   transfer of these  instruments to CREST  Depositary Interests (CDIs).  The
   Company is  also intending  to uplist  to  the OSE’s  Main Market  in  due
   course.

    

   Advisors

    

   DNB Carnegie, a part  of DNB Bank  ASA, and SB1 Markets  AS are acting  as
   Managers for the Private Placement and as Euronext Growth Advisors to  the
   Company in connection with  the Listing. Wikborg  Rein Advokatfirma AS  is
   acting as legal counsel to the Company.

    

    

   For further information about the Private Placement, please contact:

    

   DNB Carnegie: +47 24 16 90 20

   SB1 Markets: +47 24 14 74 00

    

   Gulf Keystone:

    

   Aaron Clark, Head of Investor Relations & Corporate Communications

   +44 (0) 20 7514 1400

    1 aclark@gulfkeystone.com

    

   Notes to Editors:

    

   Gulf Keystone Petroleum Ltd. (LSE: GKP) is a leading independent  operator
   and producer in the Kurdistan Region of Iraq. Further information on  Gulf
   Keystone is available on its website  2 www.gulfkeystone.com.

    

    

   Important notice:

    

   This announcement is not and does not form a part of any offer to sell, or
   a solicitation of an offer to purchase, any securities in the Company.

    

   The distribution  of  this  announcement  and  other  information  may  be
   restricted by law  in certain jurisdictions.  Copies of this  announcement
   are  not  being  made  and  may  not  be  distributed  or  sent  into  any
   jurisdiction in which such distribution would be unlawful or would require
   registration or other measures. Accordingly, this announcement is not  for
   public release, publication or distribution, directly or indirectly, in or
   into, among  others,  the United  States  (including its  territories  and
   possessions, any state of the United States and the District of Columbia),
   Australia, Canada, Hong Kong,  South Africa or  Japan. Persons into  whose
   possession this announcement  or such other  information should come,  are
   required to inform themselves about and to observe any such  restrictions.
   Persons distributing this announcement must satisfy themselves that it  is
   lawful to do so.

    

   This communication is  only addressed to  and is only  directed at  retail
   investors in  Norway and  Sweden  who can  receive  the offer  without  an
   approved prospectus pursuant to applicable exemptions under the Prospectus
   Regulation. The expression “Prospectus  Regulation” means Regulation  (EU)
   2017/1129, as amended, together with any applicable implementing  measures
   in any EEA Member State.

    

   The  securities  referred   to  in  this   announcement  are  subject   to
   restrictions on transferability and  resale in certain jurisdictions,  and
   may not  be transferred  or resold  except as  permitted under  applicable
   securities laws  and  regulations.  The securities  referred  to  in  this
   announcement have  not been  and will  not be  registered under  the  U.S.
   Securities Act of 1933, as amended, and accordingly may not be offered  or
   sold in the United States  absent registration or an applicable  exemption
   from the registration requirements of the Securities Act and in accordance
   with applicable U.S. state securities laws. The Company does not intend to
   register any part  of the  Private Placement in  the United  States or  to
   conduct a public offering of securities in the United States.

    

   Participation in  the  Private  Placement  is  available  only  to  retail
   investors in Norway and Sweden, and no other persons shall be entitled  to
   participate in the Private Placement. The issue, subscription or  purchase
   of shares or  other financial  instruments in  the Company  is subject  to
   specific  legal  or  regulatory  restrictions  in  certain  jurisdictions.
   Neither the  Company nor  the Managers  assume any  responsibility in  the
   event there  is  a violation  by  any  person of  such  restrictions.  The
   distribution of this release may in certain jurisdictions be restricted by
   law. Any  failure  to comply  with  these restrictions  may  constitute  a
   violation of the securities laws of any such jurisdiction.

    

   The securities referred  to in this  announcement will be  offered on  the
   basis of publicly available information only and on the terms and  subject
   to the conditions of the Private Placement. The information document to be
   prepared in  connection  with  the Listing  will  contain  more  extensive
   information about the Group and its operations than this announcement  and
   any other materials prepared in connection with the Private Placement, and
   applicants in  the Private  Placement will  not have  the benefit  of  the
   information contained  in  any such  information  document in  making  any
   application for shares in the Private Placement.

    

   Matters discussed  in  this announcement  may  constitute  forward-looking
   statements.  Forward-looking  statements  are  statements  that  are   not
   historical facts  and  may  be  identified by  words  such  as  “believe”,
   “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”,  “may”,
   “continue”,  “should”   and  similar   expressions.  Any   forward-looking
   statements in this  release are  based upon various  assumptions, many  of
   which are based, in turn,  upon further assumptions. Although the  Company
   believes  that  these  assumptions   were  reasonable  when  made,   these
   assumptions are inherently subject to significant known and unknown risks,
   uncertainties,  contingencies  and  other  important  factors  which   are
   difficult or impossible to predict and are beyond their control. By  their
   nature, forward-looking statements are subject to numerous factors,  risks
   and uncertainties  that could  cause  actual outcomes  and results  to  be
   materially different from  those projected. Readers  are cautioned not  to
   place undue reliance on these forward-looking statements.

    

   Except for  any ongoing  obligation to  disclose material  information  as
   required by the applicable law, the Company does not have any intention or
   obligation to  publicly update  or revise  any forward-looking  statements
   after it  distributes this  announcement, whether  to reflect  any  future
   events or circumstances or otherwise.

    

   None of the Company, the Managers  nor any of their respective  subsidiary
   undertakings, affiliates or any  of their respective directors,  officers,
   employees, advisers, agents or any other person accepts any responsibility
   whatsoever for,  or  makes  any representation  or  warranty,  express  or
   implied, as  to  the truth,  accuracy,  completeness or  fairness  of  the
   information or opinions in this  announcement (or whether any  information
   has been omitted from the announcement) or any other information  relating
   to the Company,  or associated companies,  whether written, oral  or in  a
   visual or electronic form, and howsoever transmitted or made available  or
   for any loss howsoever  arising from any use  of this announcement or  its
   contents or otherwise arising in connection therewith.

    

   This announcement  is made  by  and, and  is  the responsibility  of,  the
   Company. The Managers are acting exclusively for the Company in connection
   with the Private Placement and  Listing, and no one  else and will not  be
   responsible to anyone  other than  the Company  providing the  protections
   afforded to their  respective clients, or  for advice in  relation to  the
   contents of this announcement  or any of the  matters referred to  herein.
   Neither the  Managers nor  any of  their respective  affiliates makes  any
   representation as to the accuracy or completeness of this announcement and
   none  of  them  accepts  any  responsibility  for  the  contents  of  this
   announcement or any matters referred to herein.

    

   The Private Placement may be influenced by a range of circumstances,  such
   as market conditions, and there is no guarantee that the Private Placement
   will proceed or that the Listing will occur.

    

   This announcement is for information purposes only and is not to be relied
   upon in substitution for the exercise  of independent judgment. It is  not
   intended as investment advice and under no circumstances is it to be  used
   or considered as an offer  to sell, or a solicitation  of an offer to  buy
   any securities or a  recommendation to buy or  sell any securities of  the
   Company. The price and value of securities and any income from them can go
   down as  well  as up  and  you could  lose  your entire  investment.  Past
   performance is  not a  guide to  future performance.  Information in  this
   announcement cannot be relied upon as  a guide to future performance.  The
   Managers, nor any  of their  respective affiliates,  accept any  liability
   arising from the use of this announcement.

    

    

    

    

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   Dissemination of a Regulatory Announcement, transmitted by  3 EQS Group.
   The issuer is solely responsible for the content of this announcement.

   View original content:  4 EQS News

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   ISIN:          BMG4209G2077
   Category Code: MSCL
   TIDM:          GKP
   LEI Code:      213800QTAQOSSTNTPO15
   Sequence No.:  418147
   EQS News ID:   2276532


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:aclark@gulfkeystone.com
   2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=8d526d3701dabe9a2ff9507b71394df8&application_id=2276532&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news
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   4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=c669356ae4fedbb15d6f101fbb4e44c6&application_id=2276532&site_id=refinitiv~~~790ea929-3c21-49b8-8ff9-1aed464daef1&application_name=news


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