Intention to complete listing on Euronext Growth Oslo and fully underwritten retail offer

DJ Intention to complete listing on Euronext Growth Oslo and fully underwritten retail offer

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 www.dnb.no/emisjoner, www.sb1markets.no/transaksjoner and 
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: 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: [phone] 
 
SB1 Markets: [phone] 

Gulf Keystone Petroleum:  

Aaron Clark, Head of Investor Relations & Corporate Communications 
 
[phone] 
 
[e-mail] 

Notes to Editors: 

(MORE TO FOLLOW) Dow Jones Newswires

February 04, 2026 02:00 ET (07:00 GMT)