Nostrum Oil & Gas LP
12 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.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS dated 20 may 2014 PUBLISHED BY NOSTRUM oil & gas PLC IN CONNECTION WITH THE ADMISSION OF ITS ORDINARY SHARES ("SHARES") TO THE PREMIUM SEGMENT OF THE OFFICIAL LIST OF THE UK LISTING AUTHORITY AND TO TRADING ON THE MAIN MARKET FOR LISTED SECURITIES OF LONDON STOCK EXCHANGE PLC (TOGETHER, "ADMISSION"). COPIES OF THE PROSPECTUS are AVAILABLE FROM THE REGISTERED OFFICE OF THE COMPANY
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR 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.
Proposed Scheme of Nostrum Oil & Gas LP
Increase in size of facility to finance the reorganisation
On 20 May 2014, the Directors of Nostrum Oil & Gas LP (the "Partnership"), an independent oil and gas exploration and production company with assets in north western Kazakhstan, posted a Scheme Document to its existing security holders to approve among other things a new corporate structure (the "Scheme"), as described in the Scheme Document, and admission to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange's main market ("Admission") of a public limited liability company newly incorporated in England and Wales, namely Nostrum Oil & Gas plc (the "Company"), which will be the new holding company for the business of the Partnership and its subsidiary undertakings (together, the "Group").
In connection with the implementation of the Scheme, the Company and VTB Capital plc ("VTB") entered into a facility agreement dated 20 May 2014 (the "PLC Facility Agreement") and Nostrum Oil & Gas Group Limited ("NOGGL") and VTB entered into a facility agreement dated 20 May 2014 (the "NOGGL Facility Agreement" and together with the PLC Facility Agreement, the "Facility Agreements") pursuant to which VTB will lend funds to the Company and NOGGL on an intra-day basis in order to finance the acquisition of the Group pursuant to the Scheme.
The Company and VTB have entered into an amendment agreement in respect of the PLC Facility Agreement dated 11 June 2014 to increase the size of the Company's facility by U.S.$500 million, to up to U.S.$2,894 million in aggregate. As a result of the increase in the trading price of the Partnership's global depositary receipts since the announcement of the Scheme, it is necessary to increase the size of the Company's facility so as to ensure that the Company is able to borrow sufficient funds pursuant to the terms of the PLC Facility Agreement to acquire the assets and liabilities of the Partnership pursuant to terms of the Scheme.
The Company will, pursuant to the PLC Facility Agreement, borrow from VTB on an intra-day basis an amount (the "Funding Amount") equal to (i) the market capitalisation of the Partnership as at the close of business on 12 June 2014 (the last day of trading of the GDRs on the London Stock Exchange) less (ii) the amount borrowed by NOGGL under the NOGGL Facility Agreement in order to finance the acquisition of Co-op. As at 11 June 2014 (the latest practicable date before the date of this announcement), the Funding Amount would therefore be approximately US$2,209 million.
It is expected that all sums due to VTB from the Company and NOGGL under the Facility Agreements will be repaid on the same day, being the second business day prior to Admission.
There has been no amendment to the NOGGL Facility Agreement and all other steps required to implement the Scheme remain unchanged. The directors of the Partnership note that, following the amendment of the PLC Facility Agreement, the expected costs of the Scheme have increased to approximately US$35 million.
The Company will publish a supplementary prospectus in respect of the amendment of the PLC Facility Agreement, subject to approval by the Financial Conduct Authority.
The anticipated timetable of the remaining principal events required to implement the Scheme and for Admission are set out in the Scheme Document posted to Existing Security Holders on 20 May 2014 and in the Prospectus published by the Company on 20 May 2014, both of which are available on the website of the Partnership at www.nostrumoilandgas.com and the Company at www.nog.co.uk.
Capitalised terms not defined in this announcement shall have the meaning given to them in the Scheme Document.
Further information
For further information please visit www.nostrumoilandgas.com.
Further enquiries
Nostrum Oil & Gas LP - Investor Relations
+ 31 20 737 2288
Bruno G. Meere
Kirsty Hamilton-Smith
[email protected]
Instinctif Partners - UK
+ 44 (0) 207 457 2020
David Simonson
Tony Friend
Catherine Wickman
Anca Spiridon
Promo Group Communications - Kazakhstan
+ 7 (727) 264 67 37
Asel Karaulova
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
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.
