Nostrum Oil & Gas Plc

Nostrum’s proposed offer has not yet been accepted by the Tethys board

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Amsterdam, 15 September 2015

Nostrum’s proposed offer has not yet been accepted by the Tethys board

Nostrum Oil & Gas PLC (LSE: NOG) (“Nostrum” or the “Company”), an independent oil and gas company engaging in the production, development and exploration of oil and gas in the pre-Caspian Basin, makes the following announcement to provide an update on the possible offer by Nostrum for the entire issued share capital of Tethys Petroleum Limited (“Tethys”) (the “Proposed Offer”).

While Nostrum and Tethys have engaged in extended discussions on potential terms for a Proposed Offer together with interim funding to Tethys (“Interim Funding”, and together with the Proposed Offer, the “Proposed Transaction”), Nostrum and Tethys have been unable to agree upon the terms of the Proposed Transaction.

Nostrum notes that it made a formal approach to Tethys on 13 July 2015, following the failure by the Board of Tethys to consummate the deal they had previously agreed with AGR Energy.  Nostrum was granted exclusivity by Tethys on 10 August 2015, until 11:59pm (London time) on 25 August 2015.

Nostrum announced on 28 August 2015 it had approached the Tethys board regarding a possible offer in Nostrum shares at a price of C$0.147 per Tethys share.

Since then, Nostrum has engaged in discussions with Tethys with the view to reaching agreement on the terms of a Proposed Transaction under which the Board of Tethys would be able to recommend the Proposed Offer to Tethys shareholders.  Although discussions have been constructive, the Board of Nostrum believes that the expectations of the Board of Tethys, in particular as to the terms of the Interim Funding, are unrealistic given the current financial circumstances and situation of Tethys.  As a result, Nostrum and Tethys have been unable to reach agreement as to the terms of the Proposed Transaction.

During past weeks whilst Tethys and Nostrum have attempted to reach an agreement as to terms of an offer which the Board of Tethys may be able to support, Nostrum believes that the underlying financial position of Tethys has continued to deteriorate and that there has continued to be an erosion of Tethys’ value.

Notwithstanding this, Nostrum has reiterated to the Board of Tethys that Nostrum currently remains willing to maintain the price of the Proposed Offer at C$0.147 per Tethys share. Nostrum believes that if the Board of Tethys is able to reach agreement shortly as to the terms of a recommended offer, the parties will be able to work to a timetable that will provide for completion of an offer before the end of December 2015.  However, any further delay in reaching agreed terms is likely to result in further erosion of value and a delay in implementing any offer, as well as increasing the amount of interim funding that will be required by Tethys until completion of any transaction.

Nostrum notes that the Proposed Transaction (including the Proposed Offer and the Interim Funding) may be withdrawn by Nostrum at any time.

The principal terms of the Proposed Transaction that Nostrum has presented to the Board of Tethys, but that has not yet been accepted by the Tethys Board, are as follows:

Exclusivity headline terms:

  • exclusivity to Nostrum until 11:59pm London time on 25 September 2015 (the “Exclusivity Period”), to allow for definitive binding legal documentation for the Proposed Offer and the Interim Funding to be negotiated and agreed; and
  • a break fee of US$1 million payable by Tethys to Nostrum if Tethys breaches the exclusivity undertakings applicable during the Exclusivity Period.

Proposed Offer headline terms:

  • a price of C$0.147 per Tethys share;
  • the price would be satisfied by the issue of fully paid ordinary shares of £0.01 each in Nostrum; and
  • the exchange ratio of Nostrum to Tethys shares would be based on the closing price of a Nostrum share on the London Stock Exchange and the CAD/GBP closing exchange rate as published by the Bank of England, as at the date of entry into a letter of intent.

Conditions to the Proposed Offer to, amongst others, include the following:

  • receipt of all necessary and relevant governmental and joint venture partner consents in Kazakhstan, Tajikistan and Georgia;
  • certain additional customary conditions as to the status of the business and financial condition of Tethys between the announcement of a firm offer and the completion of the Proposed Offer;
  • the receipt of irrevocable undertakings from each director of Tethys to accept a firm offer (on the terms above) in respect of each of the Tethys shares in which they are beneficially interested;
  • receipt of support for the Proposed Offer from the 3 major shareholders of Tethys in form and substance satisfactory to Nostrum; and
  • the receipt of acceptances in respect of 75% of the Tethys shares to which the Proposed Offer relates, or such lower threshold above 50% as Nostrum may determine.

Interim Funding headline commercial terms:

  • an additional US$15 million in further interim funding to Tethys’ subsidiary, Tethys Kazakhstan SA, in addition to the US$5 million loan financing provided to Tethys Petroleum Limited on 10 August 2015 (the “Existing Nostrum Funding”), to support short term liquidity for Tethys until the completion of any offer by Nostrum;
  • maturity of end August 2016 (to match the Existing Nostrum Funding);
  • an interest rate equal to 2% per annum above the current yield on Nostrum’s 2019 bonds;
  • in order to ensure the prudent expenditure of the additional US$15 million in further interim funding, Tethys Kazakhstan SA’s access to the additional US$15 million funding to be in accordance with a liquidity budget and schedule to be agreed between Tethys and Nostrum;
  • the Interim Funding and the Existing Nostrum Funding to be guaranteed by Tethys Petroleum Limited,  Transcontinental Oil Transportation SPRL, Tethys Tajikistan Limited, Tethys Services Kazakhstan LLP, TethysAralGas LLP, Kul-Bas LLP, Tethyda Limited, South Caucasus Petroleum Corporation and Tethys Services Georgia Limited;
  • the Interim Funding and the Existing Nostrum Funding to be secured by pledges given by Tethys Services Kazakhstan LLP, Kul-Bas LLP and Tethys AralGas LLP over the subsoil use contracts and related licences held by such entities in Kazakhstan (but that Kazakh Ministry of Energy approval of the granting of the pledges shall not be a prerequisite for drawdown of the funding);
  • the Interim Funding and the Existing Nostrum Funding to be secured by pledges given by Tethys Kazakhstan SA over the participatory interests of Tethys Services Kazakhstan LLP, TethysAralGas LLP and Kul-Bas LLP;
  • the Interim Funding and the Existing Nostrum Funding to become repayable, together with accrued interest, an interest make-whole to maturity, an amount equal to Nostrum’s third party fees for the Proposed Transation, and a repayment premium of US$750,000 upon the board of Tethys withdrawing support for the Proposed Offer after execution of a definitive implementation agreement for the Proposed Offer, other than as a result of Nostrum itself withdrawing the Proposed Offer, or Nostrum committing a material breach of the definitive implementation agreement for the Proposed Offer; and
  • upon early prepayment or acceleration of the Interim Funding, or if the Proposed Offer does not become unconditional as to acceptances by the offer closing date, then, at the option of Nostrum, a proportion of the Interim Funding to be agreed may be exchanged for 100% of the voting and economic interests of Tethys Tajikistan Limited, subject to (i) Tethys Kazakhstan SA’s prior ability to repay such amount within ten business days of Nostrum’s election and all applicable laws, regulations and necessary regulatory consents and approvals.

Conditions to the Interim Funding to, amongst others, include the following:

  • the negotiation and execution of a definitive implementation/support agreement between Nostrum and Tethys (on mutually satisfactory terms) which details, inter alia, the cooperation and assistance to be provided by Tethys and the role and responsibilities of Nostrum in connection with the Proposed Offer prior to the end of the Exclusivity Period;
  • the negotiation and execution of a definitive Interim Funding agreement, prior to the end of the Exclusivity Period; and
  • the unanimous recommendation of the Proposed Offer by the Board of Tethys.

This announcement is not an announcement of a firm intention to make an offer and there can be no certainty that the Proposed Offer, the Proposed Transaction, or any offer will be made, nor as to the terms on which any offer might be made.  The Proposed Offer, the Proposed Transaction, or any offer for Tethys will not be subject to the provisions of The City Code on Takeovers and Mergers.

Further announcements will be made in due course as appropriate.

Further information
For further information please visit www.nog.co.uk

Further enquiries
Nostrum Oil & Gas PLC – Investor Relations
Kirsty Hamilton-Smith
Bruno G. Meere
Rachel Pescod
+44 203 740 7430
ir@nog.co.uk

Instinctif Partners – UK    
David Simonson
Anca Spiridon
+ 44 (0) 207 457 2020

Promo Group Communications – Kazakhstan
Asel Karaulova
+ 7 (727) 264 67 37

About Nostrum Oil & Gas 
Nostrum Oil & Gas PLC is an independent oil and gas company currently engaging in the production, development and exploration of oil and gas in the pre-Caspian Basin. Its shares are listed on the London Stock Exchange (ticker symbol: NOG). The principal producing asset of Nostrum Oil & Gas PLC 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 through the same subsidiary. Located in the pre-Caspian basin to the north-west of Uralsk, these exploration and development fields are situated 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 Company 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.

No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity, and shareholders of the Company are cautioned not to place undue reliance on the forward-looking statements. Save as required by the Listing Rules and applicable law, the Company does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.

Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.