TIDMNOG
RNS Number : 3117L
Nostrum Oil & Gas PLC
18 July 2017
Amsterdam, July 18, 2017
NOSTRUM OIL & GAS TER 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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