NOSTRUM OIL & GAS PLC announces consent solicitation regarding outstanding senior bonds issued by Nostrum Oil and Gas Finance B.V.

25.01.22 15:05
/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 – [2022-01-25]