REG - Nostrum Oil & Gas - Completion of the Restructuring

Nostrum Oil & GasAnnouncement

09/02/2023 17:00

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RNS Number : 5023P  Nostrum Oil & Gas PLC  09 February 2023

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

London, 9 February 2023

 

 

Completion of the Restructuring

 

Nostrum Oil & Gas PLC (LSE: NOG) ("Nostrum", or the "Company" and together
with its subsidiaries, the "Group"), an independent oil and gas company
engaging in the production, development and exploration of oil and gas in the
pre-Caspian Basin, announces that it has today completed the implementation of
the Restructuring initially announced on 23 December 2021 and the related
lock-up and forbearance arrangements have been terminated. The Restructuring
was implemented pursuant to the terms of the Scheme sanctioned by the Court on
26 August 2022.

 

The principal elements of the Restructuring are as follows:

·    exchange of a portion of the Group's legacy Notes Debt for the
issuance to each Noteholder of a pro rata allocation of the New Notes,
comprising US$250 million of new senior secured notes (the "SSNs") and US$300
million of senior unsecured notes (the "SUNs");

·     conversion of the remainder of the Notes Debt into fully paid
ordinary shares (the "New Shares"), resulting in the Noteholders holding
88.89% of the Enlarged Share Capital of the Company;

·     issuance of the New Warrants, to be held by the Warrant Trustee on
behalf of the holders of the SUNs from time to time, exercisable in full by a
majority of such holders upon the occurrence of certain events to increase
their holding of the Company's Enlarged Share Capital to 90.00%; and

·      certain new governance and cashflow arrangements.

 

Arfan Khan, Chief Executive Officer of Nostrum Oil & Gas, commented:

 

"Completion of the Restructuring is an important milestone for our Group and
we could not have reached this momentous occasion without the tremendous hard
work and dedication of our people and advisors, with patience and support from
our investors.

 

The Company is now well-positioned to move expeditiously to unlock the full
potential and value of its existing world-class gas processing infrastructure,
acting in the best interest of our investors and other stakeholders, whilst
strengthening the energy security of the region."

 

Admission of the New Shares, New Notes and Warrants

 

Admission of the New Shares to the Official List of the FCA and to trading on
the London Stock Exchange is expected to take place at 8.00 am (GMT) on 10
February 2023.

 

The Company's ordinary shares (including the New Shares) are also expected to
be admitted to listing and trading on the Astana International Exchange (AIX)
by no later than 13 February 2023. The New Warrants will not be admitted to
listing and trading on the AIX.

 

The New Notes and the New Warrants are expected to be admitted to listing and
trading on The International Stock Exchange (TISE) with effect from 9 February
2023.

 

No securities will be listed on the Irish Stock Exchange plc.

 

Total Voting Rights and Share Capital

 

The terms of the Restructuring also include the sub-division and consolidation
of the ordinary share capital of the Company following the issue of the New
Shares today.  This sub-division and share consolidation will occur at the
close of business today and result in the number of Ordinary Shares on issue
being reduced from approximately 1,693.8 million Ordinary Shares (following
the issue of the New Shares today) to approximately 169.4 million Ordinary
Shares together with 15,244,344,036 deferred shares, on the basis of
sub-division and a 10:1 consolidation of ordinary shares. The sub-division and
consolidation will occur automatically overnight.

 

In accordance with its obligations under the FCA's Disclosure Guidance and
Transparency Rules (the "DTRs"), Nostrum hereby confirms that, as at the date
of this announcement, the Company's total number of voting rights and capital
will (following sub-division and consolidation this evening) consist of
169,381,600 ordinary shares each in issue with voting rights, none of which
are held in treasury.

 

The figure of 169,381,600 may be used by shareholders as the denominator for
any calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company under the
DTRs.

 

Overview of the Restructuring

 

Further details of the Restructuring are contained in the prospectus dated 14
October 2022 (as supplemented) which is available on the Company's website at
https://www.nostrumoilandgas.com/investors/documents-circulars/
(https://www.nostrumoilandgas.com/investors/documents-circulars/) .

 

Capitalised terms used but not defined in this announcement have the meaning
given to them in the Explanatory Statement, which is available to the Scheme
Creditors on the Scheme Portal (accessible via the Scheme Website at
https://glas.agency/investor_reporting/nostrum-oil-gas-plc/
(https://glas.agency/investor_reporting/nostrum-oil-gas-plc/) ).

 

LEI: 2138007VWEP4MM3J8B29

 

Further information

For further information please visit www.nostrumoilandgas.com
(http://www.nostrumoilandgas.com)

 

Further enquiries:

Nostrum Oil & Gas PLC

Thomas Hartnett - Chief Legal Officer / Company Secretary

ir@nog.co.uk

 

GLAS Specialist Services Limited

Information Agent

+44 20 3597 2940

lm@glas.agency (mailto:lm@glas.agency)

 

Rothschild & Co Cie.

Simon Bard

Giovanni Salvetti

+33 1 40 74 40 74

Newport.dl@rothschildandco.com (mailto:Newport.dl@rothschildandco.com)

 

White & Case LLP

Allan Taylor (ataylor@whitecase.com (mailto:ataylor@whitecase.com) )

James Greene (jgreene@whitecase.com (mailto:jgreene@whitecase.com) )

Will Stoner (will.stoner@whitecase.com (mailto:will.stoner@whitecase.com) )

+44 (0) 207 532 1000

WCProjectNewport@whitecase.com (mailto:WCProjectNewport@whitecase.com)

 

Instinctif Partners - UK

Tim McCall

Galyna Kulachek

Vivian Lai

+ 44 (0) 207 457 2020

nostrum@instinctif.com (mailto:nostrum@instinctif.com)

 

Notifying person

Thomas Hartnett

Company Secretary

 

About Nostrum Oil & Gas

 

Nostrum Oil & Gas PLC is an independent oil and gas company currently
engaging in the production, development and exploration of oil and gas in the
pre-Caspian Basin. Its shares are listed on the London Stock Exchange (ticker
symbol: NOG) and the Kazakhstan Stock Exchange (ticker symbol: GB_NTRM). The
principal producing asset of Nostrum Oil & Gas PLC is the Chinarevskoye
field, that is being operated by a wholly-owned subsidiary of Nostrum Oil
& Gas PLC - Zhaikmunai LLP, who is the sole holder of the subsoil use
rights with respect to the development of the field.

 

Forward-Looking Statements

 

Some of the statements in this document are forward-looking. Forward-looking
statements include statements regarding the intent, belief and current
expectations of the Company or its officers with respect to various matters.
When used in this document, the words "expects", "believes", "anticipates",
"plans", "may", "will", "should" and similar expressions, and the negatives
thereof, are intended to identify forward-looking statements. Such statements
are not promises nor guarantees and are subject to risks and uncertainties
that could cause actual outcomes to differ materially from those suggested by
any such statements.

 

No part of this announcement constitutes, or shall be taken to constitute, an
invitation or inducement to invest in the Company or any other entity, and
shareholders of the Company are cautioned not to place undue reliance on the
forward-looking statements. Save as required by the relevant listing rules and
applicable law, the Company does not undertake to update or change any
forward-looking statements to reflect events occurring after the date of this
announcement.

 

 

 

 

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