NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA (EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS UNDER RULE 144A OF THE SECURITIES ACT), AUSTRALIA, CANADA OR JAPAN.
Amsterdam, 29 June, 2017 (8am CET)
NOSTRUM OIL & GAS ROADSHOW ANNOUNCEMENT
Disclosure of inside information in accordance with Article 17 of Regulation (EU) 596/2014 (16 April 2014) relating to Zhaikmunai LLP and Nostrum Oil & Gas PLC
Nostrum Oil & Gas PLC (the Company), a LSE listed, independent oil and gas producer in the pre-Caspian Basin, rated B2/B by Moody's/S&P, has mandated Citi and VTB Capital as Joint Global Coordinators and Joint Bookrunners; and Banca IMI and Deutsche Bank as Joint Bookrunners to arrange a series of fixed income investor meetings in Europe and the US commencing on 3 July 2017. A USD-denominated 144A/Reg S Benchmark Eurobond offering with medium term maturity may follow, subject to market conditions. The Company has also mandated Citi and VTB Capital as Joint Dealer Managers for a concurrent tender offer and consent solicitation for both of the outstanding Eurobonds issued by its subsidiary, Zhaikmunai LLP, due 2019. The tender offer is scheduled to expire on 27 July 2017 with consent and early tender deadlines set on 13 July 2017. FCA/ICMA stabilization applies.
This press release (and the information contained herein) is not an offer of securities for sale, or the solicitation of an offer to purchase securities, in the United States ("U.S."). Securities may not be offered or sold in the U.S. absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration. In the United States this communication is only directed at investors who are "qualified institutional buyers" under Rule 144A of the Securities Act. The securities referred to herein have not been and will not be registered under the Securities Act. No public offering of the securities will be made in the U.S.
It may be unlawful to distribute this press release in certain jurisdictions. This press release in not for distribution in Canada, Japan or Australia. The information in this press release in does not constitute an offer of securities for sale in Canada, Japan or Australia or any other jurisdiction"
In the United Kingdom this communication is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC who are (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or (c) high net worth entities falling within Article 49(2)(a) to (d) of the Order, and (iii) other persons to whom it may be lawfully communicated (all such persons together being referred to as "relevant persons"). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
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