NOSTRUM OIL & GAS PLC – PUBLICATION OF SUPPLEMENTARY PROSPECTUS
Nostrum Oil & Gas plc
13 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.
THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE for OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS PUBLISHED BY NOSTRUM OIL & GAS PLC ON 20 MAY 2014 AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS TO BE PUBLISHED BY NOSTRUM OIL & GAS PLC TODAY, IN EACH CASE IN CONNECTION WITH THE ADMISSION OF ITS ORDINARY SHARES TO THE PREMIUM SEGMENT OF THE OFFICIAL LIST OF THE UK LISTING AUTHORITY AND TO TRADING ON THE MAIN MARKET FOR LISTED SECURITIES OF LONDON STOCK EXCHANGE PLC (together, “Admissison”). COPIES OF THE PROSPECTUS ARE, AND COPIES OF THE SUPPLEMENTARY PROSPECTUS WILL, following publication, BE, AVAILABLE ON THE COMPANY’S WEBSITE AND FROM THE REGISTRED OFFICE OF THE COMPANY.
tHIS ANNOUNCEMENT IS NOT a prospectus and not an offer of securities for sale to U.S. persons or in any jurisdiction, including in or 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. Nostrum Oil & Gas plc DOES NOT intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
NOSTRUM OIL & GAS PLC – PUBLICATION OF SUPPLEMENTARY PROSPECTUS
Nostrum Oil & Gas plc (the “Company”), a company incorporated in England and Wales to become the new holding company for the business of Nostrum Oil & Gas LP (the “Partnership”), an independent oil and gas exploration and production company with assets in north western Kazakhstan, announces the publication of a supplementary prospectus dated 13 June 2014 (the “Supplementary Prospectus”) to the Prospectus issued by the Company in connection with Admission on 20 May 2014 (the “Prospectus”).
As announced by the Partnership on 12 June 2014, the Company has entered into an amendment agreement with VTB Capital plc dated 11 June 2014 to increase the size of the PLC Facility by U.S.$500 million to up to U.S.$2,894 million in aggregate. As a result of the increase in the trading price of the Partnership’s GDRs since the publication of the Prospectus and the announcement of the Scheme, it was necessary to increase the size of the facility so as to ensure that the Company is able to borrow sufficient funds pursuant to the terms of the PLC Facility Agreement to acquire the assets and liabilities of the Partnership pursuant to the terms of the Scheme.
Capitalised terms not defined in this announcement shall have the meaning given to them in the Prospectus. A copy of the Supplementary Prospectus is available free of charge from the registered office of the Company (4th Floor, 53-54 Grosvenor Street, London, W1K 3HU) or on its website at www.nog.co.uk. In addition, a copy of the Supplementary Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Further enquiries
Nostrum Oil & Gas plc – Investor Relations
Bruno G. Meere
Kirsty Hamilton-Smith
investor_relations@nostrumoilandgas.com + 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
Rob Abbott
VTB Capital plc + 44 (0) 203 334 8000
Alexander Metherell
Giles Coffey
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for informational purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States, Canada, Australia or Japan or any other jurisdiction in which such offer or solicitation is unlawful.
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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The Shares described herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer for sale or subscription of, or the solicitation of an offer or an invitation to buy or subscribe for securities, to any person in any jurisdiction. The Shares referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Canada, Australia or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in the United States, Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Canada, Australia or Japan. There will be no public offer of the Shares in the United States, Canada, Australia or Japan.
This announcement is an advertisement and not a prospectus and investors should not subscribe for any transferable securities referred to in this announcement except on the basis of information in the Prospectus and the Supplementary Prospectus. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness.
Deutsche Bank AG, London Branch (the “Sponsor”) is authorised by the Prudential Regulation Authority (“PRA”) and regulated in the United Kingdom by the PRA and the Financial Conduct Authority and is acting exclusively for the Company and no‑one else in connection with Admission and will not regard any other person (whether or not a recipient of this announcement) as its respective client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for giving advice in relation to Admission, the contents of this announcement or any transaction or arrangements referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor and its directors, officers, employees, advisers, agents or affiliates, the Sponsor accepts no responsibility whatsoever for, nor makes any representation or warranty expressed or implied as to, the contents of this announcement (or whether any information has been omitted from the announcement), including its accuracy, completeness or verification in connection with the Company or the Shares. The Sponsor and its affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or its contents otherwise arising in connection herewith.
Any purchase of Shares should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with Admission on 20 May 2014 and the Supplementary Prospectus to be issued by the Company today.
About Nostrum Oil & Gas
Nostrum Oil & Gas is an independent oil and gas enterprise currently engaging in the production, development and exploration of oil and gas in north-western Kazakhstan. Its Global Depositary Receipts (GDRs) are listed on the London Stock Exchange (Ticker symbol: NOG). The principal producing asset of Nostrum Oil & Gas LP is the Chinarevskoye field, in which it holds a 100% interest and is the operator, through its wholly-owned subsidiary Zhaikmunai LLP. In addition, Nostrum Oil & Gas holds a 100% interest in and is the operator of the Rostoshinskoye, Darinskoye and Yuzhno-Gremyachenskoye oil and gas fields. Located in the pre-Caspian basin to the north-west of Uralsk, these exploration and development fields are approximately 60 and 120 kilometres respectively from the Chinarevskoye 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 Partnership 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 or guarantees, and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements.
