/KASE, January 25, 2022/ – NOSTRUM OIL & GAS PLC (United Kingdom), whose shares
are officially listed on Kazakhstan Stock Exchange (KASE), has provided KASE
with the following press release dated January 24, 2022:
quote
Nostrum Oil & Gas PLC (LSE: NOG) ("Nostrum", or the "Company" and together
with its subsidiaries, the "Group"), an independent oil and gas company engaging
in the production, development and exploration of oil and gas in the pre-Caspian
Basin, today announces that it is soliciting (the "Solicitation") consents (the
"Consents") from holders of its outstanding Notes to approve amendments (the
"Proposed Amendments") to the indenture relating to the 2022 Notes (the "2022
Indenture") and to the indenture relating to the 2025 Notes (the "2025
Indenture" together with the 2022 Indenture the "Indentures").
The Proposed Amendments will (a) change the governing law of each of the
Indentures, the Notes and the guarantees of the Notes (and any non-contractual
obligations arising out of or in connection with them) from the law of the State
of New York to the laws of England and Wales; (b) change the jurisdiction
clause in each of the Indentures and the Notes such that the courts of England
and Wales shall have (1) non-exclusive jurisdiction to settle any disputes or
proceedings that arise out of or in connection with the Indentures, the Notes
and the guarantees and (2) exclusive jurisdiction to settle any such disputes
or proceedings instituted by the Issuer, the Co-Issuer (as defined below) or
any of the Guarantors in relation to any Holders of the Notes or the Trustee on
behalf of the Holders of the Notes; (c) include such provisions for trustees as
are customarily contained in, and to ensure that the Indentures, as amended,
are consistent with, bond trust deeds governed by the laws of England and
Wales; (d) provide for the accession of Nostrum Oil & Gas PLC, as a co-issuer
in respect of the Notes (the "Co-Issuer"), which will assume all rights and
obligations of an issuer under the Indentures and the Notes on a primary, joint
and several basis and be the entity that ultimately proposes the scheme of
arrangement or the restructuring plan to implement the transactions
contemplated by the Lock-up Agreement (as defined below); (e) include provisions
relating to the Contracts (Rights of Third Parties) Act 1999; (f) make certain
amendments to the provisions of the Indentures regarding delivery of Definitive
Notes; and (g) amend the Indentures so that the scheme of arrangement or the
restructuring plan and any related Dutch scheme or chapter 15 recognition
filing (if applicable) will not cause an event of default to occur under the
Indentures, in ease case, as set forth in more detail in the Issuer's Consent
Solicitation Statement (as defined below).
The Issuer is soliciting consents to the Proposed Amendments in order to
facilitate the implementation of a scheme of arrangement or a restructuring
plan by helping to establish a sufficient connection with England, such that
the High Court of England and Wales will accept jurisdiction with respect to
the scheme of arrangement or the restructuring plan. Holders are not being
offered a consent payment to vote in favour of the Proposed Amendments.
unquote
The complete press release is available on –
https://kase.kz/files/emitters/GB_NTRM/gb_ntrm_relizs_240122.pdf
[2022-01-25]