REG-Gulf Keystone Petroleum Ltd Intention to complete listing on Euronext Growth Oslo and fully underwritten retail offer
Today 07:02
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Gulf Keystone Petroleum Ltd (GKP)
Intention to complete listing on Euronext Growth Oslo and fully
underwritten retail offer
04-Feb-2026 / 07:00 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.
4 February 2026
Gulf Keystone Petroleum Ltd. (LSE: GKP)
(“Gulf Keystone”, “GKP” or “the Company”)
Intention to complete listing on Euronext Growth Oslo and fully
underwritten retail offer
Gulf Keystone, a leading independent operator and producer in the
Kurdistan Region of Iraq, is pleased to announce its intention to complete
the Company’s previously announced proposal to pursue a dual listing of
its shares on Euronext Growth Oslo operated by the Oslo Stock Exchange
("OSE") (the "Listing").
To satisfy applicable listing criteria in connection with the Listing,
Gulf Keystone has retained DNB Carnegie, a part of DNB Bank ASA, and SB1
Markets AS (jointly, the “Managers”) as joint bookrunners in a
contemplated retail offering of a small number of new shares in the
Company, fully underwritten by one of the Company’s large shareholders, of
up to the NOK equivalent of EUR 1 million, equal to approximately GBP 0.87
million (the “Private Placement” and the “Offer Shares”).
The Listing and support from major shareholders
The Company, which is currently listed on the London Stock Exchange’s Main
Market for listed securities with a market capitalisation of approximately
GBP 400 million (equivalent to approximately NOK 5.3 billion), has applied
for the Listing of its shares on Euronext Growth Oslo. Subject to, inter
alia, completion of the Private Placement, OSE approval of the Company’s
application for the Listing and satisfaction of any conditions for the
Listing set by the OSE, the first day of trading in the Company’s shares
on Euronext Growth Oslo is expected to be on or about 18 February 2026.
The Company is pursuing the Listing as part of ongoing efforts to increase
the liquidity of its issued share capital, attract new institutional and
retail shareholders and improve its access to capital markets. Following
the Private Placement and the Listing, the Company plans to implement
arrangements to enable cross-border transfers of the Company’s shares
between Euronext Growth Oslo and the London Stock Exchange. The Company
will provide further information on such transfer arrangements in
connection with the implementation, expected in mid-February 2026.
If the Listing is completed, the Company intends to uplist to the OSE’s
Main Market in due course.
One of the Company’s large shareholders has agreed, subject to customary
conditions, to fully underwrite the Private Placement. Furthermore, the
shareholder intends in connection with the Listing to transfer an initial
shareholding to the OSE in order for the Company to satisfy relevant
listing requirements, and has signalled its intention of moving a material
portion of its shareholding to the OSE in due course. Other major
shareholders have also signalled their support for share transfers to the
OSE in due course.
The Private Placement
The Private Placement will consist of a fully underwritten retail offering
of Offer Shares up to the NOK equivalent of EUR 1 million, directed at
Norwegian and Swedish investors via the Managers and Nordnet Bank AB
(“Nordnet”).
Key highlights and details for the Private Placement:
• Price per Offer Share: A pre-determined customary discount of 10% to
the volume-weighted-average price (VWAP) of the Company's shares
trading on the London Stock Exchange during the Application Period
• Application Period: From 4 February 2026 at 09:00 (CET) to 13 February
2026 at 16:30 (CET)
• Minimum order size: NOK 10,500
• Maximum order size: NOK 1,000,000
• Available to investors in Norway and Sweden only
• Applications can only be submitted through the websites of the
Managers and Nordnet from the start to the end of the Application
Period
The Private Placement will be directed towards retail investors in Norway
and Sweden, in each case subject to and in compliance with applicable
exemptions from prospectus requirements, any other filing or registration
requirements, and subject to other selling restrictions.
One of the Company’s large shareholders has, subject to standard
conditions, agreed to fully underwrite the Private Placement. The
underwriter shall receive a customary underwriting commission to be
settled in shares.
The net proceeds to the Company from the Private Placement will be used
for general corporate purposes.
The application period for the Private Placement will commence today, 4
February 2026 at 09:00 (CET), and expire on Friday, 13 February 2026 at
16:30 (CET) (the "Application Period"). Investors applying for Offer
Shares electronically through the web services of Nordnet will be required
to submit their applications no later than 10.00 (CET) on 13 February
2026.
The Company may, at its sole discretion, resolve to extend the Application
Period at any time and for any reason on short notice or without notice.
If the Application Period is extended, any other dates referred to herein
may be amended accordingly.
The subscription price per Offer Share will be based on a pre-determined
discount to the volume VWAP of the Company's shares trading on the London
Stock Exchange during the Application Period. Accordingly, the total
number of Offer Shares to be issued in the Private Placement will be
determined by the board of directors following the end of the Application
Period.
Please use the following links to apply for Offer Shares
1 www.dnb.no/emisjoner, 2 www.sb1markets.no/transaksjoner and
3 https://www.nordnet.no/aksjer/ipo-emisjon (the transaction will appear
when the Application Period for the Private Placement is live).
Completion of the Private Placement is subject to; (A) all corporate
resolutions of the Company required to implement the Private Placement
being validly made by the Company, including without limitation, the
resolution by the board of directors to consummate the Private Placement
and issue the Offer Shares; (B) the pre-payment agreement to be entered
into between the Company and the Managers to facilitate settlement of the
Private Placement remaining in full force and effect, (C) the OSE
approving the listing application and the satisfaction of any conditions
set by the OSE for listing of the Company's shares on Euronext Growth
Oslo, (D) the share capital increase pertaining to the issuance of the
allocated Offer Shares being validly registered with the Company's
register of members, and (E) the allocated Offer Shares being validly
issued and registered in the Norwegian Central Securities Depository
(jointly, the "Conditions").
The Company reserves the right to cancel the Private Placement at any time
and for any reason. Neither the Company nor the Managers or any of their
directors, officer, employees, representatives, or advisors will be liable
for any losses incurred by applicants if the Private Placement is
cancelled, irrespective of the reason for such cancellation.
Allocation of Offer Shares will be determined by the Company, at its sole
discretion, in consultation with the Managers, following the expiry of the
Application Period. The Company reserves the right to reject and/or reduce
any orders, in whole or in part. The Private Placement will in any case be
limited to a maximum of the NOK equivalent of EUR 1 million. Allocations
will be reduced should demand exceed this limit.
The Offer Shares delivered to the investors are expected to be tradable on
Euronext Growth Oslo upon the Listing, expected on or about 18 February
2026.
Each applicant in the Private Placement accepts the following by placing
an application through Nordnet’s platform: an investment in the Offer
Shares is made solely at the applicant’s own risk and is based on the
applicant’s own assessment of the Company and the Offer Shares. An
investment in the Offer Shares is only suitable for investors who can
afford to lose the invested amount. No prospectus or other document
providing a similar level of disclosure has been prepared in connection
with the Private Placement.
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.
Investor presentation
Gulf Keystone’s management team will be hosting a presentation to
investors at 11:30am CET via live webcast on Monday 9 February 2026.
Link to join: 4 https://bit.ly/GK022026
Investors will have the opportunity to submit questions during the
presentation. The presentation slides will be made available on GKP’s
website today.
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 Petroleum:
Aaron Clark, Head of Investor Relations & Corporate Communications
+44 (0) 20 7514 1400
5 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 6 www.gulfkeystone.com.
Disclosure regulation:
This announcement contains information which is considered to be inside
information pursuant to the UK Market Abuse Regulation (“UK MAR”) and the
EU Market Abuse Regulation (“EU MAR”) and is subject to the disclosure
requirements pursuant to UK MAR, EU MAR article 17 and section 5-12 of the
Norwegian Securities Trading Act. This stock exchange announcement was
published on behalf of Gulf Keystone by Aaron Clark, Head of Investor
Relations and Corporate Communications of Gulf Keystone, at the date and
time as set out above.
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 7 EQS Group.
The issuer is solely responsible for the content of this announcement.
View original content: 8 EQS News
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ISIN: BMG4209G2077
Category Code: MSCL
TIDM: GKP
LEI Code: 213800QTAQOSSTNTPO15
Sequence No.: 417077
EQS News ID: 2270904
End of Announcement EQS News Service
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References
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5. mailto:aclark@gulfkeystone.com
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