RCS - Nostrum Oil & Gas - ANNOUNCEMENT OF ADJOURNMENT

Nostrum Oil & GasAnnouncement

12/12/2023 10:15

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RNS Number : 4987W  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
(mailto:TMGUS@glas.agency) and clientservices.usadcm@glas.agency
(mailto: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.

 

 

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