USD $250,000,000 5.00% Senior Secured Notes due 2026
Reg S: CUSIP: N64884AF1 / ISIN: USN64884AF16
Private Placement: CUSIP: 66978CAF9 / ISIN: US66978CAF95
issued pursuant to a trust deed dated 9 February 2023
USD $362,648,402 1.00%/13.00% Senior Unsecured Notes due 2026
Reg S: CUSIP: N64884AE4 / ISIN: USN64884AE41
Private Placement: CUSIP: 66978CAD4 / ISIN: US66978CAD48
issued pursuant to a trust deed dated 9 February 2023
Nostrum Oil & Gas Finance B.V.
incorporated under the laws of the Netherlands
SOLICITATION OF CONSENTS IN RESPECT OF CERTAIN OUTSTANDING NOTES ISSUED BY Nostrum Oil & Gas Finance B.V. AND WARRANTS ISSUED BY NOSTRUM OIL & GAS PLC
London and the Netherlands, 21 November 2023 - Nostrum Oil & Gas Finance B.V. (the "Issuer"), a wholly-owned subsidiary of Nostrum Oil & Gas PLC (the "Parent"), announces that it has commenced a consent solicitation (the "Consent Solicitation") in respect of its USD $250,000,000 5.00% Senior Secured Notes due 2026 (the "Senior Secured Notes") and USD $362,648,402 1.00%/13.00% Senior Unsecured Notes due 2026 (the "Senior Unsecured Notes", and together with the Senior Secured Notes, the "Notes"). The consent solicitation will expire at 5:00 p.m. (London time) on 8 December 2023 (the "Expiration Deadline"), unless terminated or extended by the Issuer.
The Issuer is soliciting the consents of the holders of the Notes and the warrants issued by the Parent (the "Warrants") (together the "Noteholders") for certain amendments to the trust deeds governing the Notes (the "Trust Deeds"), the debenture dated 9 February 2023 relating to the Notes and the share warrant instrument dated 9 February 2023 (the "Warrant Instrument") in order to (i) to permit the investment of cash from the Parent into certain investment products approved by the board of directors of the Parent in order to give the Issuer greater flexibility to make investments in cash equivalents to receive higher returns and (ii) amend the Warrant Instrument such that the Parent would not require further consent from the warrant holders to delist its shares from the Astana International Exchange (AIX).
The terms and conditions of the Consent Solicitation are as set forth in a consent solicitation statement to be distributed to all Noteholders. The Consent Solicitation Statement will be made available to the Noteholders by GLAS Trust Company LLC, the Information and Tabulation Agent for the Consent Solicitation.
Condition to the Proposal
The consummation of the Consent Solicitation is conditional upon the approval of the extraordinary resolutions that are the subject of the proposal being duly passed (the "Extraordinary Resolutions") at each relevant meeting of Noteholders (each, a "Meeting").
A Noteholder may vote in relation to the Consent Solicitation by submitting consent to The Depository Trust Company (the "Clearing System") in accordance with the requirements of the Clearing System. For the avoidance of doubt, the holders of the Senior Unsecured Notes are the ultimate beneficial holders of the Warrants. Therefore, votes by holders of the Senior Unsecured Notes to the proposed amendments will be a vote with respect to both of the Senior Unsecured Notes and the Warrants that they hold.
Each person who is shown in the records of DTC as a holder of the Notes wishing to submit a form of proxy must complete, sign and date the form of proxy in accordance with the instructions set forth herein and therein, and send a PDF version of the form of proxy by email to USReorg@GLAS.AGENCY.
By submitting a Consent Instruction prior to the Expiration Deadline, each Noteholder will appoint one or more representatives of the Information and Tabulation Agent as its proxy to attend the Meetings (and any adjourned Meeting) on its behalf and to vote in the manner specified or identified in such Consent Instruction in respect of the Extraordinary Resolutions.
Alternatively, Noteholders who wish to attend and vote at the Meetings (or any such adjourned meeting) should contact the Information and Tabulation Agent to make arrangements for their attendance.
The Global Note certificate in respect of the Notes is deposited with a custodian for DTC and registered in the name of Cede & Co. as nominee. Each person who is the owner of a particular nominal amount of the Notes through the Clearing Systems or their respective accountholders, should note that such person will not be a Noteholder for the purposes of attending and voting at, or establishing the quorum for, the relevant Meeting and will only be entitled to attend and vote at the relevant Meeting or appoint a proxy to do so in accordance with the procedures set out below.
The Meetings are to be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom, commencing at 9:00 a.m. (London time) on 12 December 2023. The initial Meeting (in respect of the Senior Secured Notes) will commence at 9:00 a.m. (London time), for the purposes of considering and, if thought fit, passing the Extraordinary Resolutions in respect of the proposed amendments with a subsequent Meeting in respect of the Senior Unsecured Notes being held 10 minutes thereafter (or, if later, after the conclusion of the immediately preceding Meeting).
As the aggregate principal amount of the outstanding Notes are each represented by one or more global certificates, the quorum required by the Trust Deeds at the Meetings to consider each of the Extraordinary Resolutions is at least one voter representing or holding not less than 75% of the aggregate principal amount of the relevant Notes. To be passed at the Meetings pursuant to the Trust Deeds, each of the Extraordinary Resolutions require a majority in favour consisting of not less than 75% of the votes cast at the relevant Meeting.
If the requisite quorum is not present at the time fixed for a Meeting and the Meeting is adjourned for want of quorum, the quorum at the relevant adjourned Meeting pursuant to the Trust Deeds shall be one or more voters representing or holding not less than 33.33% of the aggregate principal amount of the relevant Notes. To be passed at an adjourned Meeting pursuant to the Trust Deeds, the Extraordinary Resolutions require a majority in favour consisting of not less than 75% of the votes cast at the relevant adjourned Meeting.
For the avoidance of doubt, the quorum and approval requirements under the Warrant Instrument at the relevant Meeting are lower than that required by the Trust Deeds. The quorum required by the Warrant Instrument at the Meetings is at least 66.66% of the principal amount of the relevant Notes, or at least 25% at any adjourned Meeting. To be passed at the Meetings pursuant to the Warrant Instrument, the Extraordinary Resolutions require a majority in favour consisting of not less than 66.66% of the votes cast at the relevant Meeting or adjourned Meeting.
Noteholders submitting consent instructions will not be required to attend the Meetings or any adjourned Meeting in person in order to vote, and the Information and Tabulation Agent will vote on their behalf in accordance with the consent instructions.
Questions from holders of Notes regarding the Consent Solicitation or requests for additional copies of the Consent Solicitation Statement should be directed to GLAS Trust Company LLC, the Information and Tabulation Agent for the Consent Solicitation, Telephone: +1 (201) 839-2200, Email contact with respect to the Consent Solicitation in respect of the Notes: TMGUS@glas.agency and firstname.lastname@example.org.
Under no circumstances shall the Consent Solicitation constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for any Notes in any jurisdiction.
This notice is for informational purposes only and the Consent Solicitation are only being made pursuant to the terms of the Consent Solicitation Statement. The Consent Solicitation are not made, and consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such consent.