Nostrum Oil & Gas LP
13 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.
Suspension of listing of global depositary receipts of Nostrum Oil & Gas LP
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, as described in the Scheme Document, (the "Scheme") 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.
Further to the Partnership's announcement of 11 June 2014, the Partnership confirms that the listing of its GDRs on the standard listing segment of the Official List has been suspended with effect from 7.30 a.m. on 13 June 2014.
Following such suspension, GDR Holders will be 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 is expected to 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, and the listing of the GDRs is expected to be cancelled, on the second business day following the Scheme becoming effective.
Further announcements will be made in due course.
Further information
For further information please visit www.nostrumoilandgas.com.
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
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.
