TIDMNOG
RNS Number : 1126D
Nostrum Oil & Gas PLC
24 June 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
London, 24 June 2019
Corporate Update and
Assessment of Strategic & Operational Options for
Nostrum
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, announces that its Board has commenced a
strategic review to optimise its value and that of its assets,
together with the consideration of appropriate sources of finance
required to pursue the range of growth opportunities available to
it.
The Company has also announced today that it has entered in to
an agreement to acquire 50% of Positive Invest LLP, the owner of
the Stepnoy Leopard licences. Management estimates that the Stepnoy
Leopard licences could hold up to 452 mmboe of in place volumes,
and up to 200 mmboe of Contingent Resources of which over 20% are
estimated to be liquids. The licences are located within 60km-120km
of the Company's infrastructure. Nostrum has the right to acquire a
further 50% of Positive Invest LLP subject to certain conditions
being met by the sellers. This acquisition secures additional
undeveloped, material gas condensate resource that can be processed
through Nostrum's infrastructure in the future.
Over the past 12 months, Nostrum has achieved a number of
additional significant milestones. These include the mechanical
completion of the GTU3 gas treatment unit, the agreement of a gas
tolling contract with Ural Oil and Gas LLP, and recent exploration
success in the northern part of the Chinarevskoye licence area.
Following the successful completion of these milestones, the
Company has identified a broad range of operational and strategic
opportunities for the business to deliver shareholder value, some
of which require the investment of further capital in the business.
These options include (but are not limited to) further throughput
agreements with third party gas suppliers, bolt-on acquisitions in
existing and adjacent fields, farming down stakes in some assets to
expedite their development, and a corporate transaction. The
Company therefore announces that it is launching a process to
review these operational and strategic options for Nostrum and its
shareholders. No decision has been taken yet, and there can be no
certainty that this review of options will result in any
agreement(s) or transaction(s) being concluded.
Formal Sale Process
One of the options that will be considered by Nostrum is a sale
of the Company. The Takeover Panel has agreed that any discussions
with third parties may be conducted within the context of a "formal
sale process" (as defined in the City Code on Takeovers and Mergers
(the "Takeover Code")) to enable conversations with parties
interested in making a proposal to take place on a confidential
basis.
The Company is not in receipt of any approaches at the time of
this announcement.
Parties with a potential interest in making a proposal should
contact Goldman Sachs International (contact details as set out
below).
It is currently expected that any party interested in
participating in the formal sale process will, at the appropriate
time, enter into a non-disclosure agreement and standstill
arrangement with Nostrum on terms satisfactory to the Board of the
Company and on the same terms, in all material respects, as other
interested parties. The Company then intends to provide such
interested parties with certain information on the Group's
business, following which interested parties shall be invited to
submit their proposals to Goldman Sachs International. Further
announcements regarding timings for the formal sale process will be
made when appropriate.
There can be no certainty that an offer will be made, nor as to
the terms on which any offer will be made.
The Board of Nostrum reserves the right to alter or terminate
the process at any time and in such cases will make an announcement
as appropriate. The Board of Nostrum also reserves the right to
reject any approach or terminate discussions with any interested
party at any time.
A copy of this announcement is also available on Nostrum's
website at www.nostrumoilandgas.com/investors/.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Nostrum
confirms that it has in issue 188,182,958 ordinary shares of
GBP0.01 each. The ISIN for the shares is GB00BGP6Q951.
Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code
The Panel on Takeovers and Mergers (the "Takeover Panel") has
agreed that any discussions with third parties may be conducted
within the context of a formal sale process. Accordingly, it has
granted a dispensation from the requirements of Rules 2.4(a),
2.4(b) and 2.6(a) of the Code such that any interested party
participating in the formal sale process will not be required to be
publicly identified under Rules 2.4(a) or 2.4(b) as a result of
this announcement and any interested party participating in the
formal sale process will not be subject to the 28-day deadline
referred to in Rule 2.6(a) of the Code for so long as it is
participating in the formal sale process. Following this
announcement, the Company is now considered to be in an "offer
period" as defined in the Code, and the dealing disclosure
requirements as set out below will apply.
Disclosure of inside information in accordance with Article 17
of Regulation (EU) 596/2014 (16 April 2014) relating to Nostrum Oil
& Gas PLC.
LEI: 2138007VWEP4MM3J8B29
Further information
For further information please visit www.nog.co.uk
Further enquiries
Nostrum Oil & Gas PLC - Investor Relations
Kirsty Hamilton-Smith
Amy Barlow
+44 203 740 7433
ir@nog.co.uk
Goldman Sachs International
Nimesh Khiroya
Brian O'Keeffe
+44 (0) 207 774 1000
Instinctif Partners - UK
David Simonson
Sarah Hourahane
Dinara Shikhametova
+ 44 (0) 207 457 2020
nostrum@instinctif.com
Promo Group Communications - Kazakhstan
Asel Karaulova
Irina Noskova
+ 7 (727) 264 67 37
Notifying person
Thomas Hartnett
Company Secretary
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 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 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
between approximately 60 and 120 kilometres from the Chinarevskoye
field.
Additional information
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Nostrum Oil & Gas PLC
and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than
Nostrum Oil & Gas PLC for providing the protections afforded to
clients of Goldman Sachs International, or for providing advice in
connection with the contents of this announcement or any other
matter referred to in this announcement.
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.
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.
Dealing Disclosure Requirements of the City Code on Takeovers
and Mergers
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by not later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period
and, if appropriate, by not later than 3.30 pm (London time) on the
10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by not later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLIFFIRFISFIA
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