TIDMNOG
RNS Number : 6093K
Nostrum Oil & Gas PLC
10 July 2017
Amsterdam, July 10, 2017
NOSTRUM OIL & GAS TER AND CONSENT SOLICITATION AMMENT
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 amendments to the
Tender Offer and Consent Solicitation launched June 29, 2017
for Zhaikmunai LLP's outstanding 6.375% Senior Notes due
February 14, 2019
and
7.125% Senior Notes due November 13, 2019
Netherlands - July 10, 2017 (8:00 New York / 14:00 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, announces today an amendment to the tender
offers announced on June 29, 2017, to purchase for cash an
aggregate amount of Zhaikmunai LLP's outstanding 6.375% Senior
Notes due February 14, 2019 (the "6.375% Notes") and 7.125% Senior
Notes due November 13, 2019 (the "7.125% Notes" and together with
the 6.375% Notes, the "Notes") (the "Tender Offers")in connection
with which the Offeror is soliciting consents to certain proposed
amendments and a waiver (the "Proposed Amendments and Waiver" and
together with the Tender Offers, the "Offers") to the relevant
indentures governing the Notes.
The Offers are being made pursuant to a tender offer and consent
solicitation memorandum dated June 29, 2017 (the "Tender Offer and
Consent Solicitation Memorandum"), which sets forth a more
comprehensive description of the terms of the Offers, as amended by
this announcement. Except as described in this announcement, the
other terms of the Offers as set forth in the Tender Offer and
Consent Solicitation Memorandum remain unchanged. Capitalized terms
used but not otherwise defined in this press release shall have the
meanings given to them in the Tender Offer and Consent Solicitation
Memorandum.
The Offeror announces that it has increased the Tender Offer
Consideration for the 7.125% Notes validly tendered and not validly
withdrawn pursuant to the Offers from U.S.$976 per U.S.$1,000 to
U.S.$986 per U.S.$1,000. The Total Tender Consideration per
US$1,000 principal amount of 7.125% Notes validly tendered and not
validly withdrawn by the Early Participation Deadline has therefore
increased to U.S.$1,026 per U.S.$1,000, plus a Consent Payment of
U.S.$4 per U.S.$1,000. The Offeror also announces that if the
7.125% Notes Required Consents are not obtained, then the Tender
Offer Consideration for the 7.125% Notes will further increase by
U.S.$4 per U.S.$1,000, so that the Tender Offer Consideration for
7.125% Notes validly tendered and not validly withdrawn pursuant to
the Offers will increase from the increased base fee of U.S.$986
per U.S.$1,000 to U.S.$990 per U.S.$1,000. The Total Tender
Consideration per US$1,000 principal amount of 7.125% Notes validly
tendered and not validly withdrawn by the Early Participation
Deadline would therefore increase to U.S.$1,030 per U.S.$1,000, but
no further Consent Payment would be made on the 7.125% Notes.
Noteholders who have previously tendered their 7.125% Notes do not
need to take any further action in order to be eligible to receive
the increased Tender Offer Consideration offered in the Offers.
The Offeror also announces that if the 6.375% Notes Required
Consents are not obtained, then the Tender Offer Consideration for
the 6.375% Notes will further increase by U.S.$4 per U.S.$1,000, so
that the Tender Offer Consideration for 6.375% Notes validly
tendered and not validly withdrawn pursuant to the Offers will
increase from U.S.$976 per U.S.$1,000 to U.S.$980 per U.S.$1,000.
The Total Tender Consideration per US$1,000 principal amount of
6.375% Notes validly tendered and not validly withdrawn by the
Early Participation Deadline would therefore increase to U.S.$1,010
per U.S.$1,000, but no further Consent Payment would be made on the
6.375% Notes. No other amendment has been announced with respect to
the Tender Offer Consideration or Total Tender Consideration for
the 6.375% Notes.
The table below sets forth information with respect to the Notes
and the Offers following this announcement.
Consent
Payment per
US$1,000
Acceptance principal
Priority Total Tender amount of
Level Consideration Notes
following Early per US$1,000 tendered or
Required Tender principal submitting a
Consents Tender Offer Payment amount of Consent Only
being Consideration per Notes Minimum Instruction
obtained per US$1,000 US$1,000 tendered by denominations by the Early
Outstanding under both principal principal the Early accepted for Participation
Description Principal series of amount of amount of Participation tendered Deadline
of the Notes Amount Notes(1) Notes(1) Notes(1) Deadline(1) Notes
-------------- --------------- ------------ -------------- ---------- -------------- -------------- ---------------
7.125% Senior US$560,000,000 1 US$986 US$40 US$1,026 US$200,000 US$4
Notes due and integral
2019(2) multiples of
US$1,000 in
excess
thereof
6.375% Senior US$400,000,000 2 US$976 US$30 US$1,006 US$200,000 US$4
Notes due and integral
2019(3) multiples of
US$1,000 in
excess
thereof
(1) The Offeror intends to prioritise the purchase of a majority
of each of the 6.375% Notes and the 7.125% Notes such that the
Required Consents are obtained for both series. Provided that this
is achieved or in the event that the 6.375% Notes Required Consents
are not received, the Offeror intends to purchase the 7.125% Notes
in priority to the 6.375% Notes. The foregoing is without prejudice
to the ability of the Offeror to terminate either Offer without
termination of the other Offer; provided, to the extent one or both
of the Tender Offers is consummated, the Offeror will purchase
6.375% Notes and/or 7.125% Notes in a minimum combined aggregate
principal amount of $300.0 million (or, if lesser, the aggregate
principal amount of the Notes tendered). The Offeror will announce
the results of the Tender Offers and its acceptances after the
Early Participation Deadline and Noteholders are reminded that no
withdrawal rights are offered once the Early Participation Deadline
occurs.
(2) The Offeror announces that if the 7.125% Notes Required
Consents are not obtained, then the Tender Offer Consideration for
the 7.125% Notes will further increase by U.S.$4 per U.S.$1,000, so
that the Tender Offer Consideration for 7.125% Notes validly
tendered and not validly withdrawn pursuant to the Offers will
increase to U.S.$990 per U.S.$1,000. The Total Tender Consideration
per US$1,000 principal amount of 7.125% Notes validly tendered and
not validly withdrawn by the Early Participation Deadline would
therefore increase to U.S.$1,030 per U.S.$1,000, but no further
Consent Payment would be made on the 7.125% Notes.
(3) The Offeror announces that if the 6.375% Notes Required
Consents are not obtained, then the Tender Offer Consideration for
the 6.375% Notes will further increase by U.S.$4 per U.S.$1,000, so
that the Tender Offer Consideration for 6.375% Notes validly
tendered and not validly withdrawn pursuant to the Offers will
increase to U.S.$980 per U.S.$1,000. The Total Tender Consideration
per US$1,000 principal amount of 6.375% Notes validly tendered and
not validly withdrawn by the Early Participation Deadline would
therefore increase to U.S.$1,010 per U.S.$1,000, but no further
Consent Payment would be made on the 6.375% Notes.
The Offeror also announces the following amendments to the
Proposed Amendments and Waiver being sought as part of the
Offers:
(i) the Consolidated Coverage Ratio will be amended to 2.75 to
1.00 (rather than 2.50 to 1.00);
(ii) the ability to incur vendor financing with respect to
assets or services in the Oil and Gas Business that would not count
towards the Consolidated Coverage Ratio will be capped at
U.S.$350.0 million (rather than unlimited);
(iii) Indebtedness will be permitted under a general basket in
an amount not to exceed the greater of US$50.0 million and 5.0% of
Total Assets (rather than the greater of US$125.0 million and 5.0%
of Total Assets); and
(iv) Permitted Liens will be permitted under a general basket in
an amount not to exceed the greater of US$50.0 million and 5% of
Total Assets (rather than the greater of US$125.0 million and 5.0%
of Total Assets).
Similar amendments will be made to the covenants in the offering
of New Notes which was also announced by the Offeror on June 29,
2017.
The Offers are scheduled to expire at 11:59 p.m., New York City
time, on July 27, 2017, unless extended or earlier terminated (such
time and date, as the same may be extended, the "Expiration Date").
Subject to all conditions to the Offers having been satisfied or
waived by the Offeror, Noteholders who validly tender (and do not
validly withdraw) their Notes at or prior to 5:00 p.m., New York
City time, on July 13, 2017, unless extended or earlier terminated
(such time and date, as the same may be extended, the "Early
Participation Deadline"). No changes are being made to the
foregoing dates pursuant to this announcement.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
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