TIDMNOG
Nostrum Oil & Gas PLC
21 November 2023
USD $250,000,000 5.00% Senior Secured Notes due 2026
Reg S: CUSIP: N64884AF1 / ISIN: USN64884AF16
Private Placement: CUSIP: 66978CAF9 / ISIN: US66978CAF95
issued pursuant to a trust deed dated 9 February 2023
AND
USD $362,648,402 1.00%/13.00% Senior Unsecured Notes due
2026
Reg S: CUSIP: N64884AE4 / ISIN: USN64884AE41
Private Placement: CUSIP: 66978CAD4 / ISIN: US66978CAD48
issued pursuant to a trust deed dated 9 February 2023
of
Nostrum Oil & Gas Finance B.V.
incorporated under the laws of the Netherlands
SOLICITATION OF CONSENTS IN RESPECT OF CERTAIN OUTSTANDING NOTES
ISSUED BY Nostrum Oil & Gas Finance B.V. AND WARRANTS ISSUED BY
NOSTRUM OIL & GAS PLC
London and the Netherlands, 21 November 2023 - Nostrum Oil &
Gas Finance B.V. (the "Issuer"), a wholly-owned subsidiary of
Nostrum Oil & Gas PLC (the "Parent"), announces that it has
commenced a consent solicitation (the "Consent Solicitation") in
respect of its USD $250,000,000 5.00% Senior Secured Notes due 2026
(the "Senior Secured Notes") and USD $362,648,402 1.00%/13.00%
Senior Unsecured Notes due 2026 (the "Senior Unsecured Notes", and
together with the Senior Secured Notes, the "Notes"). The consent
solicitation will expire at 5:00 p.m. (London time) on 8 December
2023 (the "Expiration Deadline") , unless terminated or extended by
the Issuer.
The Issuer is soliciting the consents of the holders of the
Notes and the warrants issued by the Parent (the "Warrants")
(together the "Noteholders") for certain amendments to the trust
deeds governing the Notes (the "Trust Deeds"), the debenture dated
9 February 2023 relating to the Notes and the share warrant
instrument dated 9 February 2023 (the "Warrant Instrument") in
order to (i) to permit the investment of cash from the Parent into
certain investment products approved by the board of directors of
the Parent in order to give the Issuer greater flexibility to make
investments in cash equivalents to receive higher returns and (ii)
amend the Warrant Instrument such that the Parent would not require
further consent from the warrant holders to delist its shares from
the Astana International Exchange (AIX).
The terms and conditions of the Consent Solicitation are as set
forth in a consent solicitation statement to be distributed to all
Noteholders. The Consent Solicitation Statement will be made
available to the Noteholders by GLAS Trust Company LLC, the
Information and Tabulation Agent for the Consent Solicitation.
Condition to the Proposal
The consummation of the Consent Solicitation is conditional upon
the approval of the extraordinary resolutions that are the subject
of the proposal being duly passed (the "Extraordinary Resolutions")
at each relevant meeting of Noteholders (each, a "Meeting").
A Noteholder may vote in relation to the Consent Solicitation by
submitting consent to The Depository Trust Company (the "Clearing
System") in accordance with the requirements of the Clearing
System. For the avoidance of doubt, the holders of the Senior
Unsecured Notes are the ultimate beneficial holders of the
Warrants. Therefore, votes by holders of the Senior Unsecured Notes
to the proposed amendments will be a vote with respect to both of
the Senior Unsecured Notes and the Warrants that they hold.
Each person who is shown in the records of DTC as a holder of
the Notes wishing to submit a form of proxy must complete, sign and
date the form of proxy in accordance with the instructions set
forth herein and therein, and send a PDF version of the form of
proxy by email to USReorg@GLAS.AGENCY.
By submitting a Consent Instruction prior to the Expiration
Deadline, each Noteholder will appoint one or more representatives
of the Information and Tabulation Agent as its proxy to attend the
Meetings (and any adjourned Meeting) on its behalf and to vote in
the manner specified or identified in such Consent Instruction in
respect of the Extraordinary Resolutions.
Alternatively, Noteholders who wish to attend and vote at the
Meetings (or any such adjourned meeting) should contact the
Information and Tabulation Agent to make arrangements for their
attendance.
The Global Note certificate in respect of the Notes is deposited
with a custodian for DTC and registered in the name of Cede &
Co. as nominee. Each person who is the owner of a particular
nominal amount of the Notes through the Clearing Systems or their
respective accountholders, should note that such person will not be
a Noteholder for the purposes of attending and voting at, or
establishing the quorum for, the relevant Meeting and will only be
entitled to attend and vote at the relevant Meeting or appoint a
proxy to do so in accordance with the procedures set out below.
Meetings
The Meetings are to be held at the offices of White & Case
LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom,
commencing at 9:00 a.m. (London time) on 12 December 2023. The
initial Meeting (in respect of the Senior Secured Notes) will
commence at 9:00 a.m. (London time), for the purposes of
considering and, if thought fit, passing the Extraordinary
Resolutions in respect of the proposed amendments with a subsequent
Meeting in respect of the Senior Unsecured Notes being held 10
minutes thereafter (or, if later, after the conclusion of the
immediately preceding Meeting).
As the aggregate principal amount of the outstanding Notes are
each represented by one or more global certificates, the quorum
required by the Trust Deeds at the Meetings to consider each of the
Extraordinary Resolutions is at least one voter representing or
holding not less than 75% of the aggregate principal amount of the
relevant Notes. To be passed at the Meetings pursuant to the Trust
Deeds, each of the Extraordinary Resolutions require a majority in
favour consisting of not less than 75% of the votes cast at the
relevant Meeting.
If the requisite quorum is not present at the time fixed for a
Meeting and the Meeting is adjourned for want of quorum, the quorum
at the relevant adjourned Meeting pursuant to the Trust Deeds shall
be one or more voters representing or holding not less than 33.33%
of the aggregate principal amount of the relevant Notes. To be
passed at an adjourned Meeting pursuant to the Trust Deeds, the
Extraordinary Resolutions require a majority in favour consisting
of not less than 75% of the votes cast at the relevant adjourned
Meeting.
For the avoidance of doubt, the quorum and approval requirements
under the Warrant Instrument at the relevant Meeting are lower than
that required by the Trust Deeds. The quorum required by the
Warrant Instrument at the Meetings is at least 66.66% of the
principal amount of the relevant Notes, or at least 25% at any
adjourned Meeting. To be passed at the Meetings pursuant to the
Warrant Instrument, the Extraordinary Resolutions require a
majority in favour consisting of not less than 66.66% of the votes
cast at the relevant Meeting or adjourned Meeting.
Noteholders submitting consent instructions will not be required
to attend the Meetings or any adjourned Meeting in person in order
to vote, and the Information and Tabulation Agent will vote on
their behalf in accordance with the consent instructions.
Questions from holders of Notes regarding the Consent
Solicitation or requests for additional copies of the Consent
Solicitation Statement should be directed to GLAS Trust Company
LLC, the Information and Tabulation Agent for the Consent
Solicitation, Telephone: +1 (201) 839-2200, Email contact with
respect to the Consent Solicitation in respect of the Notes:
TMGUS@glas.agency and clientservices.usadcm@glas.agency .
Under no circumstances shall the Consent Solicitation constitute
an offer to sell or issue or the solicitation of an offer to buy or
subscribe for any Notes in any jurisdiction.
Cautionary Statement
This notice is for informational purposes only and the Consent
Solicitation are only being made pursuant to the terms of the
Consent Solicitation Statement. The Consent Solicitation are not
made, and consents are not being solicited from, holders of Notes
in any jurisdiction in which it is unlawful to make such Consent
Solicitation or grant such consent.
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END
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