GEOPARK LTD filed this 20-F on Mar 31, 2022
GEOPARK LTD - 20-F - 20220331 - LISTING

our Board of Directors declared a special stock distribution of 0.004 shares per share, which was paid on March 11, 2020, to the shareholders of record at the close of business on February 25, 2020. After that, on April 20, 2020, we declared the temporary suspension of quarterly cash dividends and share buybacks as part of our revised work program for 2020 to help address the decline in oil prices.

On November 4, 2020, we declared an extraordinary cash dividend and a quarterly cash dividend of $0.0206 per share each one, paid on December 9, 2020, to our shareholders of record at the close of business on November 20, 2020.  

On March 10, 2021, and May 5, 2021, our Board of Directors declared quarterly cash dividend of US$0.0205 per share payable on April 13, 2021, and May 28, 2021, to our shareholders of record at the close of business on March 31, 2021, and May 17, 2021, respectively.

On August 4, 2021, and November 10, 2021, our Board of Directors declared quarterly cash dividend of US$0.041 per share payable on August 31, 2021, and December 7, 2021, to our shareholders of record at the close of business on August 17, 2021, and November 23, 2021, respectively. Because we are a holding company with no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. The terms of our indebtedness may restrict us from paying dividends. We have recorded accumulated losses amounting to US$314.8 million as of December 31, 2021, which further limits our ability to pay dividends in the foreseeable future.

Under the Companies Act 1981, as amended of Bermuda (the “Bermuda Companies Act”), we may not declare or pay a dividend if there are reasonable grounds for believing that we are, or would after the payment be, unable to pay our liabilities as they become due or that the realizable value of our assets would thereafter be less than our liabilities. Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our board of directors, subject to any preferred dividend right of the holders of any preference shares, if any.

Additionally, any decision to pay dividends in the future, and the amount of any distributions, is at the discretion of our board of directors and our shareholders, and will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors. See “Item 3. Key Information—D. Risk factors—Risks related to our common shares—Any decision to pay dividends in the future, and the amount of any distributions, is at the discretion of our board of directors, and will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors” and “—We are a holding company and our only material assets are our equity interests in our operating subsidiaries and our other investments; as a result, our principal source of revenue and cash flow is distributions from our subsidiaries; our subsidiaries may be limited by law and by contract in making distributions to us,” as well as “Item 10. Additional Information—B. Memorandum of association and bye-laws.”

B.    Significant changes

A discussion of the significant changes in our business can be found under “Item 4. Information on the Company—B. Business Overview.”

ITEM 9.  THE OFFER AND LISTING

A.    Offering and listing details

Not applicable.

B.    Plan of distribution

Not applicable.

C.    Markets

Our common shares have been listed on the NYSE under the symbol “GPRK” since February 7, 2014.

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D.    Selling shareholders

Not applicable.

E.    Dilution

Not applicable.

F.    Expenses of the issue

Not applicable.

ITEM 10.  ADDITIONAL INFORMATION

A.    Share capital

Not applicable.

B.    Memorandum of association and bye-laws

The following description of our memorandum of association and bye-laws does not purport to be complete and is subject to, and qualified by reference to, all of the provisions of our memorandum of association and bye-laws.

General

We are an exempted company limited by shares incorporated under the laws of Bermuda. We are registered with the Registrar of Companies in Bermuda under registration number 33273. The rights of our shareholders will be governed by Bermuda law and by our memorandum of association and bye-laws. Bermuda company law differs in some material respects from the laws generally applicable to Delaware corporations. Below is a summary of some of those material differences.

Because the following statements are summaries, they do not discuss all aspects of Bermuda law that may be relevant to us and to our shareholders.

Share capital and bye-laws

Our share capital consists of common shares only. Our authorized share capital consists of 5,171,949,000 common shares of par value US$0.001 per share. As of March 12, 2022, there are 60,046,190 common shares outstanding. All of our issued and outstanding common shares are fully paid and non-assessable. We also have an employee incentive program, pursuant to which we have granted share awards to our senior management and employees. See “Item 6. Directors, Senior Management and Employees.”

According to our bye-laws, if our share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least, in person or by proxy, holding or representing one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Our bye-laws give our board of directors the power to issue any unissued shares of the company on such terms and conditions as it may determine, subject to the terms of the bye-laws and any resolution of the shareholders to the contrary.

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