BOGOTA,
Colombia, March 20, 2024 /PRNewswire/ -- GeoPark
Limited ("GeoPark" or the "Company") (NYSE: GPRK), a leading
independent Latin American oil and gas explorer, operator and
consolidator, today announced that it has commenced a tender offer
to purchase up to U.S.$50,000,000 of
its common shares, or the shares, at (i) prices specified by the
tendering shareholders of not greater than U.S.$10.00 nor less than U.S.$9.00 per common share or (ii) at the purchase
price determined in accordance with the tender offer. The NYSE
closing price of the shares on March 19,
2024, the last full trading day before the commencement of
the tender offer, was U.S.$9.46 per
share.
When the tender offer expires, GeoPark will determine the lowest
price per share within the range of prices specified above that
will enable it to purchase the maximum number of shares having an
aggregate purchase price not exceeding U.S.$50,000,000. All shares purchased in the tender
offer will be purchased at the same price. All shares tendered at
prices higher than the purchase price will be promptly returned to
shareholders. If the tender offer is fully subscribed, GeoPark
would repurchase between 9.01% and 10.02% of its issued and
outstanding shares as of March 19,
2024, depending on the purchase price payable in the tender
offer.
The tender offer will expire at 5:00
p.m., New York City time,
on April 17, 2024, unless extended by
GeoPark. Tenders of shares must be made on or prior to the
expiration of the tender offer and may be withdrawn at any time on
or prior to the expiration of the tender offer. The tender offer is
subject to a number of terms and conditions described in the Offer
to Purchase that is being distributed to shareholders.
Shareholders will receive the purchase price in cash, subject to
applicable withholding and without interest, for shares tendered at
prices equal to or less than the purchase price, subject to the
conditions of the tender offer, including the provisions relating
to proration, "odd lot" priority and conditional tenders in the
event that the aggregate cost to purchase all of the shares validly
tendered and not validly withdrawn at or below the purchase price
exceeds U.S.$50,000,000. Those
provisions will be described in the Offer to Purchase, the related
Letter of Transmittal and other materials relating to the tender
offer that will be distributed to shareholders upon commencement of
the offer. The tender offer will not be conditioned upon any
minimum number of shares being tendered. The tender offer will,
however, be subject to certain conditions described in the tender
offer documents. The tender offer documents will also contain
tendering instructions and a complete explanation of the tender
offer's terms and conditions.
GeoPark will use a portion of its cash and investments to fund
the tender offer.
The Dealer Manager for the Offer is BTG Pactual US Capital, LLC.
The Information Agent for the tender offer is Georgeson LLC. The
Depositary is Computershare Trust Company, N.A. The Offer to
Purchase, Letter of Transmittal and related documents are being
mailed to shareholders of record and also will be made available
for distribution to beneficial owners of common shares. For
questions and information, please call the Information Agent toll
free at (866) 356-2715 or the Dealer Manager at (212) 293-4600.
None of GeoPark, its Board of Directors, the Dealer Manager, the
Information Agent or the Depositary is making any recommendations
to shareholders as to whether to tender or refrain from tendering
their shares into the tender offer. Shareholders must make their
own decisions as to how many shares they will tender, if any. In so
doing, shareholders should read and evaluate carefully the
information in the Offer to Purchase and in the related Letter of
Transmittal.
NOTICE
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL GEOPARK LIMITED'S COMMON SHARES. THE TENDER OFFER IS BEING
MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED MATERIALS THAT GEOPARK WILL SHORTLY BE DISTRIBUTING TO
ITS SHAREHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS
TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. SHAREHOLDERS AND
INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON
SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER
DOCUMENTS THAT GEOPARK WILL SHORTLY BE FILING WITH THE SECURITIES
AND EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV
OR BY CALLING GEORGESON LLC, THE INFORMATION AGENT FOR THE TENDER
OFFER, TOLL-FREE AT (866) 356-2715. SHAREHOLDERS ARE URGED TO
CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH
RESPECT TO THE TENDER OFFER.
CAUTIONARY STATEMENTS RELEVANT TO
FORWARD-LOOKING INFORMATION
All statements contained in this press release, other than
statements of historical fact, are forward-looking statements
including those regarding the expected timing of the tender offer
described in this press release. These statements speak only as of
the date of this press release and are based on our current plans
and expectations and involve risks and uncertainties that could
cause actual future events or results to be different from those
described in or implied by such forward-looking statements,
including risks and uncertainties regarding: changes in financial
markets; changes in economic, political or regulatory conditions or
other trends affecting the ethanol, sugar and logistics industries;
and changes in facts and circumstances and other uncertainties
concerning the completion of the tender offer. Further information
about these matters can be found in our Securities and Exchange
Commission filings. Except as required by applicable law or
regulation, we do not undertake any obligation to update our
forward-looking statements to reflect future events or
circumstances.
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SOURCE GeoPark Limited