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CONSENT SOLICITATION
Nostrum Oil & Gas Finance B.V. has launched a consent solicitation for its U.S.$250,000,000 5.00% Senior Secured Notes due 2026 and U.S.$345,078,171 1.00%/13.00% Senior Unsecured Notes due 2026, seeking approval for proposed amendments to the notes' terms. These amendments aim to defer maturity, adjust interest rates, and introduce new security arrangements, with early consent fees of U.S.$5.00 per U.S.$1,000 for Senior Secured Notes and U.S.$2.50 for Senior Unsecured Notes, and late consent fees of U.S.$2.50 and U.S.$1.25 respectively. The company also announced a tender offer for Senior Secured Notes with a U.S.$30,000,000 consideration cap. This action is a response to applicable Kazakh restrictions impacting the group's assets and aims to provide a stable platform while addressing ongoing tax disputes, with the potential for insolvency proceedings if the transaction is not implemented. Disclaimer*
About this update from Nostrum Oil & Gas Plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "U.S.") OR TO ANY "U.S. PERSON" AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OTHER THAN (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") THAT HOLDS OR IS ACTING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER THAT HOLDS NOTES OR (II) AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3), (7), (8), (9), (12) OR (13) OF REGULATION D UNDER THE SECURITIES ACT THAT HOLDS OR IS ACTING FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR THAT HOLDS NOTES OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION Nostrum Oil & Gas Finance B.V. (incorporated under the laws of the Netherlands) CONSENT SOLICITATION Nostrum Oil & Gas Finance B.V. (the "Issuer") today announces its invitations to Eligible Holders of the following Notes to approve, at meetings of the holders of the Senior Secured Notes and of the holders of the Senior Unsecured Notes (together, the "Meetings"), the relevant resolutions (the "Resolutions") set out in the Notices of Meeting delivered to the Clearing System for communication to Direct Participants. Description of Notes Reg S CUSIP / ISIN; Private Placement CUSIP / ISIN Principal Amount on Issuance Principal Amount Outstanding Early Consent Fee per U.S.$1,000 in principal amount 3 Late Consent Fee per U.S.$1,000 in principal amount 4 U.S.$250,000,000 5.00% Senior Secured Notes due 2026 (the "Senior Secured Notes") N64884AF1/ USN64884AF16; 66978CAF9/ US66978CAF95 U.S.$250,000,000 U.S.$244,372,0001 U.S.$5.00 U.S.$2.50 U.S.$345,078,171 1.00%/13.00% Senior Unsecured Notes due 2026 (the "Senior Unsecured Notes" and, together with the Senior Secured Notes, the "Notes") N64884AE4/ USN64884AE41; 66978CAD4/ US66978CAD48 U.S.$345,078,171 U.S.$485,937,345 U.S.$2.50 U.S.$1.25 1. Reflects the canc...
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