US$ 400 MILLION BOND ISSUER SUBSTITUTION AND KASE LISTING
Amsterdam, 6 May 2014. Nostrum Oil & Gas LP (LSE: NOG.L) ("Nostrum"), the oil and gas exploration, development and production business, announces its intention to effect the substitution of Zhaikmunai LLP as the issuer, in place of Nostrum Oil & Gas Finance B.V., of the notes issued on 14 February 2014. This substitution was planned at the time of the original issue and was described in the offering memorandum dated 10 February 2014.
On 14 February 2014 Nostrum Oil & Gas Finance B.V., successfully issued a US$400 million senior bond with a 14 February 2019 maturity and a fixed coupon of 6.375% per annum (the "Notes"). The Notes were admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. On 8 April 2014, the Kazakhstan Stock Exchange ("KASE") granted its consent for the admission of the Notes to the "rated debt securities" category of the official list of the KASE, which became effective on 10 April 2014.
Following the listing of the Notes on the KASE, Nostrum Oil & Gas Finance B.V. and the existing guarantors of the Notes (including Zhaikmunai LLP) intend to enter into a supplemental indenture, as provided for and pursuant to Section 4.15 of the indenture governing the Notes, under which Zhaikmunai LLP will assume all of the original issuer's obligations under the Notes and Nostrum Oil & Gas Finance B.V. will be released from its obligations under the Notes as the issuer and will become a guarantor of the Notes. The Notes also continue to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange.
The notes due 2019 of Zhaikmunai LLP (which were admitted to the Official List and trading on the Global Exchange Market of the Irish Stock Exchange and admitted to listing on the KASE and trading in the "rated debt securities" category of the official list of the KASE in 2013) are unaffected by the substitution.
JSC "Halyk Finance" (Almaty) acted as financial advisor to Zhaikmunai LLP in connection with the substitution and the KASE listing.
Required Regulatory Information
In accordance with the rules of the Global Exchange Market of the Irish Stock Exchange, it is confirmed that, other than as previously notified to holders of the Notes in either the offering memorandum relating to the Notes or in any notice published in accordance with the rules of the Global Exchange Market of the Irish Stock Exchange:
· Nostrum and its subsidiaries (including Nostrum Oil & Gas Finance B.V. and Zhaikmunai LLP ) have not, during the last 12 months, been involved in any litigation, governmental, administrative proceeding or arbitration relating to claims or amounts which are material, and, so far as they are aware, no such litigation, administrative proceeding or arbitration is pending or threatened; and
· there has been no material adverse change in Nostrum and its subsidiaries (including Nostrum Oil & Gas Finance B.V. and Zhaikmunai LLP ) financial position since 31 December 2013, the date of the last published audited consolidated financial statements of Nostrum.
Disclaimer
The Notes have not been and will not be registered under the United State Securities Act of 1933, as amended (the "Securities Act"), nor the securities laws of any state of the United States. The Notes many not be offered or sold into the United States absent registration or an exemption from registration as provided in the Securities Act, and the rules and regulations thereunder. There is no intention to register any portion of any offering of the Notes in the United States or to conduct a public offering of the Notes in the United States.
Further information
For further information please visit www.nog.co.uk
Further enquiries
Nostrum Oil & Gas LP - Investor Relations
Bruno G. Meere
Kirsty Hamilton-Smith
[email protected] + 31 20 737 2288
Instinctif Partners - UK + 44 (0) 207 457 2020
David Simonson
Tony Friend
Catherine Wickman
Anca Spiridon
Promo Group Communications - Kazakhstan
Asel Karaulova + 7 (727) 264 67 37
About Nostrum Oil & Gas
Nostrum Oil & Gas is an independent oil and gas enterprise currently engaging in the production, development and exploration of oil and gas in north-western Kazakhstan. Its Global Depositary Receipts (GDRs) are listed on the London Stock Exchange (Ticker symbol: NOG). The principal producing asset of Nostrum Oil & Gas LP is the Chinarevskoye field, in which it holds a 100% interest and is the operator, through its wholly-owned subsidiary Zhaikmunai LLP. In addition, Nostrum Oil & Gas holds a 100% interest in and is the operator of the Rostoshinskoye, Darinskoye and Yuzhno-Gremyachenskoye oil and gas fields. Located in the pre-Caspian basin to the north-west of Uralsk, these exploration and development fields are approximately 60 and 120 kilometres respectively from the Chinarevskoye 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 Partnership 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 or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements.
