RCS - Nostrum Oil & Gas - SOLICITATION OF CONSENTS IN RESPECT OF NOTES

Nostrum Oil & GasAnnouncement

21/11/2023 08:00

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RNS Number : 0558U  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
(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
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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