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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
London, 6 February 2023
Restructuring, Sub-Division and Consolidation Update
Nostrum Oil & Gas PLC (LSE: NOG) ("Nostrum" or the "Company"), an independent oil and gas company engaging in the production, development and exploration of oil and gas in the pre-Caspian Basin, provides a further update to the proposed restructuring of the Group's US$725 million 8.0% Senior Notes due July 2022 and the US$400 million 7.0% Senior Notes due February 2025, in each case issued by Nostrum Oil & Gas Finance B.V. (the "Restructuring").
At the Nostrum general meeting held on 29 April 2022, Nostrum shareholders approved, among other things, the sub-division of ordinary shares in the capital of Nostrum with a nominal price of 1 pence ("Shares") and a 10:1 consolidation of the Shares (the "Sub-Division and Share Consolidation") in connection with the Restructuring. The Sub-Division and Share Consolidation are to occur immediately after the allotment of the 1,505,633,046 new Shares ("New Shares") in accordance with the Restructuring.
It is anticipated that the Restructuring will be effected on Thursday, 9 February 2023. Accordingly, the record date for the Sub-Division and Share Consolidation will be Nostrum shareholders on the register at close of business on 9 February 2023.
The Sub-Division and Share Consolidation is expected to take place after the market closes on Thursday, 9 February 2023 and it is expected that admission and dealings in the consolidated Shares on the London Stock Exchange (LSE) will commence at 8.00 a.m. (GMT) on Friday, 10 February 2023.
Immediately following the Sub-Division and Share Consolidation, the Company will have a total issued share capital of up to 169,381,599 Shares and 15,244,344,036 deferred shares. As part of the Share Consolidation process, a new ISIN in respect of the Shares will become effective from Share Consolidation. The existing ISIN of the existing ordinary shares (GB00BGP6Q951) will be cancelled and, following the Share Consolidation, the Shares (which include the New Shares being issued under the Restructuring) will have a new ISIN of GB00BQVVS097.
Further information on and key dates in relation to the Restructuring, Sub-Division and Share Consolidation is set out below ("Expected Timetable of Principal Events"):
Expected Timetable of Principal Events
The dates given in the table below are indicative only and are based on the Company's current expectations and may be subject to change without notice. All times shown are in London times unless otherwise stated and capitalised terms used but not defined in this table have the meaning given to them in the Explanatory Statement. References to "COB" means close of business.
Event | Date |
Issue of New Notes, Debt for Equity Swap, and Sub-Division and Share Consolidation | 9 February 2023 |
Effective Date of the Restructuring | 9 February 2023 |
Record date for the Sub-Division and Share Consolidation | COB on 9 February 2023 |
LSE Admission | 10 February 2023 |
Crediting of New Shares to CREST accounts in uncertificated form | 10 February 2023 |
AIX Admission | 13 February 2023 |
Despatch of definitive share certificates in respect of New Shares (where applicable) | By no later than 14 days from Admission/AIX Admission |
De-listing from KASE | By 10 March 2023 |
LEI: 2138007VWEP4MM3J8B29
Further information
For further information please visit www.nostrumoilandgas.com
Further enquiries:
Nostrum Oil & Gas PLC
Thomas Hartnett - Chief Legal Officer / Company Secretary
ir@nog.co.uk
White & Case LLP
Allan Taylor (ataylor@whitecase.com)
+44 (0) 207 532 1000
WCProjectNewport@whitecase.com
Instinctif Partners - UK
Tim McCall
Galyna Kulachek
Vivian Lai
+ 44 (0) 207 457 2020
nostrum@instinctif.com
Notifying person
Thomas Hartnett
Company Secretary
About Nostrum Oil & Gas
Nostrum Oil & Gas PLC is an independent oil and gas company currently engaging in the production, development and exploration of oil and gas in the pre-Caspian Basin. Its shares are listed on the London Stock Exchange (ticker symbol: NOG) and the Kazakhstan Stock Exchange (ticker symbol: GB_NTRM). The principal producing asset of Nostrum Oil & Gas PLC is the Chinarevskoye field, that is being operated by a wholly-owned subsidiary of Nostrum Oil & Gas PLC - Zhaikmunai LLP, who is the sole holder of the subsoil use rights with respect to the development of the 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 Company 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 nor guarantees and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements.
No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity, and shareholders of the Company are cautioned not to place undue reliance on the forward-looking statements. Save as required by the relevant listing rules and applicable law, the Company does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.
Disclaimer
This announcement is not intended to and does not constitute or form part of any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposals set out herein or otherwise, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor or be considered a recommendation that any investor should subscribe for or purchase or invest in any securities.
Any such offer or invitation will be made solely by means of a prospectus as supplemented by a supplementary prospectus to be published by the Company in due course. This announcement has not been examined or approved by the FCA or any other regulatory authority. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 as amended (the "Securities Act") or under any US state securities laws and may not be offered or sold within the United States unless any such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act and any applicable state laws is available.
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.