Amsterdam, July 18, 2017
NOSTRUM OIL & GAS TENDER ACCEPTANCE RESULTS ANNOUNCEMENT
Disclosure of inside information in accordance with Article 17 of Regulation (EU) 596/2014 (16 April 2014) relating to Zhaikmunai LLP and Nostrum Oil & Gas PLC
Nostrum Oil & Gas Finance B.V. Announces Tender Acceptance Results for the Tender Offer and Consent Solicitation
for Zhaikmunai LLP's outstanding 6.375% Senior Notes due February 14, 2019
and
7.125% Senior Notes due November 13, 2019
London/Netherlands -July 18, 2017 (8:00am CET) - Nostrum Oil & Gas Finance B.V. (the "Offeror"), which is a subsidiary of Nostrum Oil & Gas PLC (LSE:NOG), a London Stock Exchange listed, independent oil and gas producer operating in the pre-Caspian Basin, today discloses that Nostrum Oil & Gas Finance B.V. (the "Offeror"), which is also a subsidiary of Nostrum Oil & Gas PLC, announces today the tender acceptance results of its offers to purchase for cash Zhaikmunai LLP's 6.375% Senior Notes due February 14, 2019 and 7.125% Senior Notes due November 13, 2019 (together, the "Notes").
As of the date of this announcement, the amount of bonds validly tendered by the Early Participation Deadline is U.S.$390,634,000 and U.S.$214,394,000 on the 7.125% Notes and 6.375% Notes respectively, pursuant to which the Offeror is pleased to announce the acceptance of an aggregate principal amount of 7.125% Notes of U.S.$390,634,000 and an aggregate principal amount of 6.375% Notes of U.S.$214,394,000. A total aggregate principal amount of Notes of U.S.$605,028,000 has therefore been validly accepted for purchase pursuant to the Tender Offers.
The Tender Offers expire at 11:59 p.m., New York City time, on July 27, 2017 (the "Expiration Date"), Notes may continue to be validly tendered for purchase between the date of this announcement (after the Early Participation Deadline) and Expiration Date. Noteholders who validly tender their 7.125% Notes at or prior to the Expiration Date and whose Notes are accepted for purchase will be eligible to receive the Tender Offer Consideration of U.S.$986 per U.S.$1,000 principal amount of 7.125% Notes. Noteholders who validly tender their 6.375% Notes at or prior to the Expiration Date and whose Notes are accepted for purchase will be eligible to receive the Tender Offer Consideration of U.S.$976 per U.S.$1,000 principal amount of 6.375% Notes.
In the event further Notes are tendered after the date of this announcement, and the Offeror does not increase its acceptances from the amounts stated above, all acceptances of Notes tendered will be scaled back on a pro rata basis as described in the Tender Offer Memorandum. Notes pro-rated and not purchased will be returned to Noteholders.
All validly tendered Notes will be accepted for purchase by the Offeror pursuant to the Tender Offers on the settlement date on or around 31 July 2017 (the "Settlement Date").
The complete terms and conditions of the Offers are described in the Tender Offer and Consent Solicitation Memorandum, copies of which may be obtained by contacting Citibank N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, United Kingdom, which is acting as the tender agent for the Offers, at +44 207 508 3867. Citigroup Global Markets Limited and VTB Capital PLC are acting as dealer managers for the Offers (the "Dealer Managers"). Questions regarding the terms of the Offers may be directed to Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Liability Management Group, at +44 (0) 20 7986 8969 (London) or (800) 558-3745 (toll-free), (212) 723-6106 (collect) and/or VTB Capital PLC, 14 Cornhill, London EC3V 3ND, United Kingdom, at +44 203 334 8029 (tel), Attention: Liability Management.
This press release does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offers are made only by and pursuant to the terms of the Tender Offer and Consent Solicitation Memorandum and the related Letter of Transmittal and the information in this press release is qualified by reference to the Tender Offer and Consent Solicitation Memorandum. None of the Offeror, the Dealer Managers or the tender and information agent makes any recommendations as to whether Noteholders should tender their Notes pursuant to the Offers.
About the Offeror
The Offeror is a wholly-owned subsidiary of Nostrum Oil & Gas PLC (together with all its subsidiaries, including Zhaikmunai LLP, the "Group").
The Group is an independent oil and gas enterprise currently engaging in the exploration, production and sale of oil and gas products in northwestern Kazakhstan. Its field and licence area is the Chinarevskoye Field located in the northern part of the oil-rich Pre-Caspian Basin, one of the largest oil-producing regions in central Asia.
Forward-Looking Statements
This press release, the Tender Offer and Consent Solicitation Memorandum and the documents incorporated by reference into the Tender Offer and Consent Solicitation Memorandum contain certain statements that are neither reported financial results nor other historical information. These statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include information with respect to the Offeror's financial condition, results of operations and businesses, strategy, plans, objectives and the expected impact of this offer on the foregoing. Words such as "anticipates", "expects", "should", "intends", "plans", "believes", "outlook", "seeks", "estimates", "targets", "may", "will", "continue", "project" and similar expressions, as well as statements in the future tense, identify forward-looking statements.
This press release contain forward-looking statements. All statements other than statements of historical facts included in this press release, including, without limitation, those which reflect our current views or, as appropriate, those of our directors, with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to our business) are forward looking statements. These forward-looking statements relate to Offeror and the sectors and industries in which it operates. Statements that include the words ''expects'', ''intends'', ''plans'', ''believes'', ''anticipates'', ''will'', ''targets'', ''may'', ''would'', ''could'', ''continue'' and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the U.S. federal securities laws or otherwise.
All forward-looking statements included in this press release involve known and unknown risks and uncertainties. Accordingly, there are or will be important factors that could cause the Group's actual results, performance or achievements to differ materially from those indicated in these statements.
Any forward-looking statements in these materials reflect our current views with respect to future
events and are subject to these and other risks, uncertainties and assumptions relating to the Offeror's
operations, results of operations, growth strategy and liquidity.
Any forward-looking statements speak only as at the date of this press release. We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Further Enquires:
Nostrum Oil & Gas PLC - Investor Relations
Kirsty Hamilton-Smith Tel: + 44 (0) 203 740 7430
Offer And Distribution Restrictions:
This announcement and the Tender Offer and Consent Solicitation Memorandum do not constitute an offer to buy or the solicitation of an offer to sell the Notes in any jurisdiction in which such offer or solicitation is unlawful, and offers to sell by holders of Notes originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected. In those jurisdictions where the securities laws or other laws require the Tender Offer and Consent Solicitation Memorandum to be made by a licensed broker or dealer, the Tender Offer and Consent Solicitation Memorandum shall be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of this announcement or the Tender Offer and Consent Solicitation Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Offeror, Zhaikmunai LLP or the guarantors of the Notes since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2010/73/EU of the European Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the "Prospectus Directive"). The offer and sale of the New Notes will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area, from the requirement to produce a prospectus for offers of securities.
United Kingdom. This announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offers have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is only being distributed to and is only directed at persons who are outside the United Kingdom, or investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or within Article 43(2) of the Order, or high net worth companies, and other persons to whom it may awfully be communicated, falling within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). The Offers are only available to, and the Offers will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
United States. The delivery of this announcement or the Tender Offer and Consent Solicitation Memorandum will not under any circumstances create any implication that the information contained herein or incorporated by reference herein is correct as of any time subsequent to the date hereof or, if incorporated by reference, the date such information was made publicly available or that there has been no change in the information set forth herein or incorporated by reference herein or in the affairs of the Offeror or any of the Offeror's affiliates since the date hereof or, if incorporated by reference, the date such information was made publicly available.
The New Notes will be offered in a private placement only to qualified institutional buyers pursuant to Rule 144A under U.S. Securities Act of 1933, as amended (the "Securities Act") and non-U.S. persons pursuant to Regulation S of the Securities Act, subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The New Notes to be offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws.
