London, 13 April 2022

Publication of Circular and Notice of General Meeting

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 the Financial Conduct Authority has today approved the Company's shareholder circular (the "Circular") in relation to the proposed restructuring of the Group's US$725 million 8.0% Senior Notes due July 2022 and the US$400 million 7.0% Senior Notes due February 2025 as announced on 13 April 2022 (the "Restructuring"), and the related party transactions with ICU Holdings Limited ("ICU") in respect of certain new ordinary shares in the capital of the Company to be issued to ICU pursuant to the Restructuring (the "RPT Arrangements").

The Company has today published the Circular, which will be sent or made available to the Company's shareholders shortly. The Circular contains further information on the Restructuring and the RPT Arrangements and a notice convening a General Meeting of the Company's shareholders at 10:00 a.m. on 29 April 2022 at the offices of White & Case LLP, 5 Old Broad Street, London, EC2N 1DW (the "General Meeting"), to consider and approve the resolutions in respect of the Restructuring and the RPT Arrangements.

Completion of the Restructuring is conditional upon, amongst other things, the approval of the Company's shareholders and requires shareholders who together represent at least three-quarters of the Company's shares voted at the General Meeting to vote to approve the special resolution to be put to the General Meeting. The RPT Arrangements are conditional upon the approval of independent shareholders and require the Company's shareholders (other than ICU and its associates) who together represent a simple majority of the shares of such independent shareholders voted at the General Meeting to vote to approve the ordinary resolution to be put to the General Meeting.

The expected timetable of principal events in relation to the General Meeting is as follows:

 EVENT                                                                                        EXPECTED TIMETABLE

All references to time in this announcement are to London time unless otherwise stated.

The dates given are based on the Company's current expectations and may be subject to change. If any of the times or dates above change, the Company will give notice of the change by issuing an announcement through a Regulatory Information Service.

A copy of the Circular has been submitted to the National Storage Mechanism and will be shortly available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. 

Copies of the Notice of General Meeting and the Circular are available to view on the Company's website at www.nog.co.uk from the date of this announcement up to the date of the General Meeting and for the duration of the General Meeting.

All capitalised terms in this announcement but not defined herein have the meaning given to them in the Circular, unless otherwise defined herein.

LEI: 2138007VWEP4MM3J8B29

Further information

For further information please visit www.nog.co.uk 

Further enquiries:

Shane Drader - Chief Financial Officer

[email protected] 

Instinctif Partners - UK

Tim McCall

Galyna Kulachek

Sarah Hourahane

+ 44 (0) 207 457 2020

[email protected]

Stifel

Callum Stewart

Jason Grossman

+ 44 (0) 207 710 7600

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, in which it holds a 100% interest and is the operator through its wholly-owned subsidiary Zhaikmunai LLP.

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.

Disclaimer

This announcement is not intended to and does not constitute or form part of any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposals set out herein or otherwise, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor or be considered a recommendation that any investor should subscribe for or purchase or invest in any securities.

Any such offer or invitation will be made solely by means of a prospectus to be published by the Company in due course. This announcement has not been examined or approved by the Financial Conduct Authority (the "FCA") or any other regulatory authority.  The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 as amended (the "Securities Act") or under any US state securities laws and may not be offered or sold within the United States unless any such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act and any applicable state laws is available.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as sponsor and no-one else in connection with the Restructuring. In connection with such matters, Stifel, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client in relation to the Restructuring, nor will they be responsible to any person other than the Company for providing the protections afforded to clients of Stifel nor for the giving of advice in relation to the contents of this announcement or the Restructuring, or any transaction, arrangement or other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Stifel by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, Stifel does not accept any responsibility whatsoever for, and makes no representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by Stifel, or on its behalf, in connection with the Company or the Restructuring, and nothing in this announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Stifel accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.