TIDMGPK
RNS Number : 8097Q
Geopark Limited
17 October 2013
17 October 2013
GeoPark Limited
(the Company)
Result of Special General Meeting
The Board is pleased to announce that, at the Company's Special
General Meeting held at 9.00 a.m. (Bermuda Time) earlier today, all
resolutions proposed were duly passed on a poll taken in accordance
with the Company's Bye-laws.
The results of the proxy votes on the resolutions put to the
meeting are as follows:
Resolution Vote type Voted % Voted % of Issued
Share Capital
----------------------------- ---------------- ----------- -------- ---------------
3 (a) - SHARE CONSOLIDATION FOR 32,213,309 97.975% 73.447%
=============================
AGAINST 665,828 2.025% 1.518%
DISCRETION 0 0.000% 0.000%
VOTES WITHHELD 0 0.000% 0.000%
============================================== =========== ======== ===============
3 (b) - ALLOTMENT
OF SHARES FOR 32,213,309 97.975% 73.447%
=============================
AGAINST 665,828 2.025% 1.518%
DISCRETION 0 0.000% 0.000%
VOTES WITHHELD 0 0.000% 0.000%
============================================== =========== ======== ===============
3 (c) - LISTING ON
NYSE FOR 32,213,309 97.975% 73.447%
=============================
AGAINST 665,828 2.025% 1.518%
DISCRETION 0 0.000% 0.000%
VOTES WITHHELD 0 0.000% 0.000%
============================================== =========== ======== ===============
3 (d) - DEREGISTRATION
FROM SANTIAGO OFFSHORE
STOCK EXCHANGE FOR 28,766,762 87.492% 65.589%
=============================
AGAINST 4,112,375 12.508% 9.376%
DISCRETION 0 0.000% 0.000%
VOTES WITHHELD 0 0.000% 0.000%
============================================== =========== ======== ===============
4 (a) - DISAPPLICATION
OF PRE-EMPTION RIGHTS FOR 32,213,309 97.975% 73.447%
=============================
AGAINST 665,828 2.025% 1.518%
DISCRETION 0 0.000% 0.000%
VOTES WITHHELD 0 0.000% 0.000%
============================================== =========== ======== ===============
4 (b) - APPROVAL OF
NEW BYE-LAWS FOR 32,213,309 97.975% 73.447%
=============================
AGAINST 665,828 2.025% 1.518%
DISCRETION 0 0.000% 0.000%
VOTES WITHHELD 0 0.000% 0.000%
============================================== =========== ======== ===============
5 - AIM CANCELLATION FOR 32,213,309 97.975% 73.447%
=============================
AGAINST 665,828 2.025% 1.518%
DISCRETION 0 0.000% 0.000%
VOTES WITHHELD 0 0.000% 0.000%
============================================== =========== ======== ===============
Share Consolidation
Details of the Share Consolidation were set out in a circular to
shareholders dated 11 September 2013 (the Circular). As more
particularly described in the Circular, in accordance with the
terms of the authority granted by resolution 3(a), the Share
Consolidation must be implemented before Tuesday, 17 June 2014,
following which date the authority conferred by resolution 3(a)
will expire.
Provided the directors of the Company decide to implement the
share consolidation, every two (2) Shares that are in issue as at a
date and time to be determined by the Board will be consolidated
into one (1) Post Consolidation Share. The Post Consolidation
Shares arising on implementation of the Share Consolidation will
have the same rights as the Shares, including voting, dividend and
other rights.
NYSE Listing
The NYSE Listing will only become effective if the directors of
the Company decide to implement the NYSE Listing. The Company
previously announced that it was targeting Thursday, 7 November
2013 as the NYSE Listing date. If the directors decide to implement
the NYSE Listing, it may occur after that date.
AIM Cancellation and de-registration from the Santiago (Chile)
Offshore Stock Exchange
Resolution 5 having been passed, the AIM Cancellation shall
become effective only following the NYSE Listing becoming effective
and:
(a) not before 7.00 a.m. on Friday, 22 November 2013 (being 10
clear business days from the targeted date of the NYSE Listing);
and
(b) no later than 7.00 a.m. on Friday, 17 January 2014 (being 3
months from the date of Shareholder approval of the AIM
Cancellation at the SGM).
If the NYSE Listing does not become effective on or before
Thursday, 2 January 2014, the AIM Cancellation as authorised under
resolution 5 shall not take place.
If the NYSE Listing does not become effective before Thursday, 2
January 2014 but does do so at a later date, the Company will seek
the consent of London Stock Exchange plc to proceed with the
cancellation of admission of the Shares to trading on AIM without
shareholder consent on the basis that, as an AIM Designated Market,
the top tier market of the NYSE offers a comparable dealing
facility to enable Shareholders to trade their Shares in the future
(as contemplated by the guidance to Rule 41 of the AIM Rules).
Resolution 3 (d) having been passed, the de-registration from
the Santiago (Chile) Offshore Stock Exchange will only become
effective if the directors of the Company decide to proceed with
the de-registration.
Amended and Restated Bye-laws
Resolution 4 (b) having been passed, as more particularly
described in the Circular, the Amended and Restated Bye-laws shall
come into effect subject to, and with effect from, the AIM
Cancellation becoming effective.
The definitions which apply in the Circular have been used in
this announcement. The Circular can be viewed on the Company's
website at http://www.geo-park.com/ir/regulatory.asp.
A registration statement relating to the Shares has been filed
with the United States Securities and Exchange Commission but has
not yet become effective. The Shares may not be sold, nor may
offers to buy be accepted, in the United States prior to the time
the registration statement becomes effective. This press release
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
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
For further information please contact:
GeoPark Limited +56 2 2242 9600
Juan Pablo Spoerer (Chile)
Pablo Ducci (Chile)
Oriel Securities Limited +44 (0) 20 7710 7600
Nominated Adviser and Joint Broker
Michael Shaw (London)
Tunga Chigovanyika (London)
Macquarie Capital (Europe) Limited +44 (0) 20 3037 2000
Joint Broker
Steve Baldwin (London)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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