NOSTRUM OIL & GAS LP:
11 June 2014
This announcement is not being made in and copies of it may not be distributed or sent into the United States, Canada, Australia or Japan.
The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. NEITHER Nostrum Oil & Gas LP NOR Nostrum Oil & Gas PLC intendS to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
This communication does not constitute an offer of the Securities to the public in the United Kingdom. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Confirmation of Suspension of Listing of Nostrum Oil & Gas LP's GDRs and of the Scheme Record Time and Approval of the Admission of the Shares of Nostrum Oil & Gas plc to the Kazakhstan Stock Exchange
The Directors of Nostrum Oil & Gas LP (the "Partnership"), a London listed multi-field E&P business with assets in the northern part of the oil-rich pre-Caspian basin, are pleased to confirm certain details in connection with the proposed scheme of reorganisation of the Partnership's group (the "Scheme") as set out below. Further details relating to the Scheme are set out in the scheme circular published on 20 May 2014 by the Partnership (the "Scheme Circular") which is available on the Partnership's website: www.nostrumoilandgas.com. Capitalised terms used in this announcement and not otherwise defined herein have the same meanings given to them in the Scheme Circular:
1. Suspension of the GDR Listing
In order to determine the list of holders of Common Units and GDRs who will be entitled to receive the New Shares as part of the Scheme, the Partnership has applied to the FCA and the London Stock Exchange to suspend the GDR Listing in accordance with the Listing Rules and the Admission and Disclosure Standards with effect from close of trading on the London Stock Exchange three trading days prior to the Scheme Record Date. This suspension is intended to ensure that all transfers of GDRs via the London Stock Exchange prior to such suspension are appropriately reflected in the register of holders of the GDRs prior to the Scheme Record Time.
The Partnership confirms that the suspension of the GDR Listing will be effective from 7.30 a.m. on 13 June 2014.
Following such suspension, GDR Holders will able to transfer or otherwise dispose of their interests in GDRs but will not be able to effect transfers of their GDRs via the London Stock Exchange. Holders of GDRs should be aware that any transfers of GDRs after the suspension of trading of the GDRs on the London Stock Exchange may not provide sufficient time for such transfers to be appropriately reflected in the register of holders of the GDRs prior to the Scheme Record Time and thereby ensure their entitlement to the receipt of New Shares. The suspension will last for five business days to allow the register of holders of GDRs to be updated, to allow the Partnership to implement the Scheme, to effect the Reorganisation and to obtain the remaining regulatory consents, before dealings in the New Shares are expected to commence on the second business day following the Scheme becoming effective.
2. Scheme Record Time
The Partnership confirms that the Scheme Record Time will be 5.00 p.m. on 17 June 2014.
Following the Scheme Record Time, no transfer, sale or disposal of any Common Unit will be permitted.
3. KASE Admission
The Directors of the Partnership are also pleased to announce that the admission to listing on the Kazakhstan Stock Exchange (the "KASE") of the ordinary share capital of Nostrum Oil & Gas plc (the "Company") has been approved by the KASE and that such admission became effective on 10 June 2014.
4. Timetable to Admission
Following the implementation of the Scheme, the Company will become the new holding company of the Partnership's Group. It is expected that the Company's ordinary share capital will be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange on 20 June 2014. The Annex to this announcement re-confirms the timetable to admission, as outlined in the Scheme Circular.
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
Deutsche Bank + 44 (0) 207 545 8000
Ben Lawrence
JM Hafner
Rob Abbott
VTB Capital plc + 44 (0) 203 334 8000
Alexander Metherell
Giles Coffey
JSC Halyk Finance
+ 7 (727) 330 01 52
Farkhad Okhonov
Yuliya Feller
Oleg Khvan
Annex
Expected Timetable
2014
Admission of shares to KASE |
10 June |
Suspension of trading of the GDRs |
7.30 a.m. on 13 June |
Latest date for receipt of Form of Proxy |
11.00 a.m. on 15 June |
Voting Record Time for holders of Common Units |
11.00 a.m. on 15 June |
Special General Meeting |
11.00 a.m. on 17 June |
Last time for transfer of Common Units |
5.00 p.m. on 17 June |
Scheme Record Time |
5.00 p.m. on 17 June |
Latest time for receipt by Depositary of distribution instructions from GDR Holders regarding New Shares |
5.00 p.m. on 17 June |
Expected implementation of the Scheme and issue of New Shares |
18 June |
Expected effective time of the Scheme |
6.00 p.m. on 18 June |
Admission and expected commencement of unconditional dealings in New Shares on the London Stock Exchange |
8.00 a.m. on 20 June |
Cancellation of listing of GDRs on the Official List |
8.00 a.m. on 20 June |
Crediting of New Shares to CREST accounts |
20 June |
Despatch of definitive share certificates in respect of New Shares (where applicable) |
By no later than 4 July |
Each of the times and dates in the above timetable is subject to change without further notice. References to times are to London time unless otherwise stated.
