Confirmation of Suspension of Listing of GDRs

RNS Number : 3188J

Nostrum Oil & Gas LP

11 June 2014

 

NOSTRUM OIL & GAS LP:  

11 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.

Confirmation of Suspension of Listing of Nostrum Oil & Gas LP's GDRs and of the Scheme Record Time and Approval of the Admission of the Shares of Nostrum Oil & Gas plc to the Kazakhstan Stock Exchange
 

The Directors of Nostrum Oil & Gas LP (the "Partnership"), a London listed multi-field E&P business with assets in the northern part of the oil-rich pre-Caspian basin, are pleased to confirm certain details in connection with the proposed scheme of reorganisation of the Partnership's group (the "Scheme") as set out below. Further details relating to the Scheme are set out in the scheme circular published on 20 May 2014 by the Partnership (the "Scheme Circular") which is available on the Partnership's website: www.nostrumoilandgas.com. Capitalised terms used in this announcement and not otherwise defined herein have the same meanings given to them in the Scheme Circular:

1.         Suspension of the GDR Listing

In order to determine the list of holders of Common Units and GDRs who will be entitled to receive the New Shares as part of the Scheme, the Partnership has applied to the FCA and the London Stock Exchange to suspend the GDR Listing in accordance with the Listing Rules and the Admission and Disclosure Standards with effect from close of trading on the London Stock Exchange three trading days prior to the Scheme Record Date.  This suspension is intended to ensure that all transfers of GDRs via the London Stock Exchange prior to such suspension are appropriately reflected in the register of holders of the GDRs prior to the Scheme Record Time.  

The Partnership confirms that the suspension of the GDR Listing will be effective from 7.30 a.m. on 13 June 2014.

Following such suspension, GDR Holders will 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 will 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 on the second business day following the Scheme becoming effective. 

2.         Scheme Record Time

The Partnership confirms that the Scheme Record Time will be 5.00 p.m. on 17 June 2014.

Following the Scheme Record Time, no transfer, sale or disposal of any Common Unit will be permitted.

3.         KASE Admission

The Directors of the Partnership are also pleased to announce that the admission to listing on the Kazakhstan Stock Exchange (the "KASE") of the ordinary share capital of Nostrum Oil & Gas plc (the "Company") has been approved by the KASE and that such admission became effective on 10 June 2014.

4.         Timetable to Admission

Following the implementation of the Scheme, the Company will become the new holding company of the Partnership's Group.  It is expected that the Company's ordinary share capital will be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange on 20 June 2014.  The Annex to this announcement re-confirms the timetable to admission, as outlined in the Scheme Circular.  

Further enquiries

Nostrum Oil & Gas LP - Investor Relations

Bruno G. Meere

Kirsty Hamilton-Smith

[e-mail]                                  + 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

JM Hafner

Rob Abbott

VTB Capital plc                                                                        + 44 (0) 203 334 8000

Alexander Metherell

Giles Coffey

JSC Halyk Finance

+ 7 (727) 330 01 52

Farkhad Okhonov

Yuliya Feller                                                                            

Oleg Khvan

Annex

Expected Timetable

                                                                                                                                   2014

Admission of shares to KASE	10 June
Suspension of trading of the GDRs	7.30 a.m. on 13 June
Latest date for receipt of Form of Proxy	11.00 a.m. on 15 June
Voting Record Time for holders of Common Units	11.00 a.m. on 15 June
Special General Meeting	11.00 a.m. on 17 June
Last time for transfer of Common Units	5.00 p.m. on 17 June
Scheme Record Time	5.00 p.m. on 17 June
Latest time for receipt by Depositary of distribution instructions from GDR Holders regarding New Shares	5.00 p.m. on 17 June
Expected implementation of the Scheme and issue of New Shares	18 June
Expected effective time of the Scheme	6.00 p.m. on 18 June
Admission and expected commencement of unconditional dealings in New Shares on the London Stock Exchange	8.00 a.m. on 20 June
Cancellation of listing of GDRs on the Official List	8.00 a.m. on 20 June
Crediting of New Shares to CREST accounts	20 June
Despatch of definitive share certificates in respect of New Shares (where applicable)	By no later than 4 July

Each of the times and dates in the above timetable is subject to change without further notice. References to times are to London time unless otherwise stated.

 

END

 

 

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