TIDMNOG
Nostrum Oil & Gas PLC
12 December 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
ANNOUNCEMENT OF ADJOURNMENT
FOR THE CONSENT SOLICITATION 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, 12 December 2023 - Nostrum Oil &
Gas Finance B.V. (the "Issuer"), a wholly-owned subsidiary of
Nostrum Oil & Gas PLC (the "Parent"), announced on 21 November
2023 that it had 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"). Meetings of the holders of the Notes were held
on 12 December 2023 (the "Meetings") for the purpose of considering
and, if thought fit, approving the extraordinary resolutions that
are the subject of the proposal being duly passed (the
"Extraordinary Resolutions") set out in the consent solicitation
memorandum dated 20 November 2023 (the "Consent Solicitation
Memorandum"). The requisite quorum at each Meeting was not present
and the Meetings were adjourned by the chair for a period not less
than 7 nor more than 42 days in accordance with the terms of the
trust deeds governing the Notes (the "Trust Deeds"). The deadline
for Noteholders to deliver or procure delivery of a form of proxy
to the Information and Tabulation Agent is 15 December 2023 (the
"Adjourned Meeting Deadline").
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, 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 the Consent Solicitation Memorandum distributed to all
Noteholders. The Consent Solicitation Memorandum was 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 at each relevant
adjourned meeting of Noteholders (each, an "Adjourned
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 Adjourned
Meeting Deadline, each Noteholder will appoint one or more
representatives of the Information and Tabulation Agent as its
proxy to attend the Adjourned Meetings 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
Adjourned Meetings 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 Adjourned 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 19 December 2023.
The initial Adjourned 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
Adjourned Meeting in respect of the Senior Unsecured Notes being
held 10 minutes thereafter (or, if later, after the conclusion of
the immediately preceding Meeting).
The quorum at each Adjourned Meeting pursuant to the Trust Deeds
is 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 each 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 Adjourned Meetings is at least 25% of the
principal amount of the relevant Notes. To be passed at the
Adjourned 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 Adjourned
Meeting.
Noteholders submitting consent instructions will not be required
to attend the Adjourned Meetings 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 Memorandum 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 Memorandum. 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.
This information is provided by Reach, the non-regulatory press
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END
NRAFLFLIFILFLIV
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December 12, 2023 05:12 ET (10:12 GMT)
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