06 June, 2007
06 June, 2007
ristan Oil Ltd. (the “Company”) announced today, in connection with its previously announced consent solicitation, that it received the consents of the holders of 97.41% of the aggregate principal amount of its 10½% Senior Secured Notes due 2012 issued in December 2006 (the “Existing Notes”).
Legal notice regarding forward-looking statements. This press release includes statements which are forward looking within the meaning of applicable securities laws. These statements may include or imply projections of future performance that are based upon the Company’s expectations or assumptions. These expectations and assumptions, as well as the Company’s future performance, are subject to a number of risks and uncertainties. Factors that could cause actual results to differ from projected results are discussed in the Company’s Annual and Quarterly Reports, available on its website. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. About the CompanyThe Company is a British Virgin Islands company that was formed solely to issue the Existing Notes and any additional notes issued under the Indenture, including the New Notes. The Existing Notes are, and the New Notes will be, jointly and severally guaranteed on a senior secured basis by Kazpolmunay LLP (“KPM”) and Tolkynneftegaz LLP (“TNG”), both of which are affiliates of the Company, and by all future restricted subsidiaries of KPM and TNG. KPM and TNG are engaged in the exploration and development of oil and gas fields and the production of oil, condensate and gas in the Pre Caspian basin of Western Kazakhstan. Contact: Tristan Oil Ltd. Artur Lungu, 373 69602130Tristan Oil Ltd. Announces Successful Completion of Consent Solicitation of its 10½% Senior Secured Notes due 2012
Tristan Oil Ltd. (the “Company”) announced today, in connection with its previously announced consent solicitation, that it received the consents of the holders of 97.41% of the aggregate principal amount of its 10½% Senior Secured Notes due 2012 issued in December 2006 (the “Existing Notes”). The consent solicitation expired at 5:00 p.m. New York City time on June 6, 2007 (the “Consent Deadline”). The Company solicited consents to proposed amendments (the “Proposed Amendments”) of certain provisions under the indenture governing the Existing Notes (the “Indenture”) and the pledge agreements (the “Pledge Agreements”) related thereto and a waiver of rights available under the Indenture and Pledge Agreements, as further described in the Consent Solicitation Statement dated May 22, 2007. Certain of the Proposed Amendments will only become operative upon the issuance of $120.0 million aggregate principal amount of the Company’s 10½% Senior Secured Notes due 2012 (the “New Notes”) in connection with the Company’s previously announced “tack-on” offering. The Company will make a payment equal to $5.00 in cash for each $1,000 principal amount of Existing Notes to each holder of Existing Notes whose valid consent was received (and not revoked) and accepted prior to the Consent Deadline as promptly as practicable after the issuance of the New Notes. This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the New Notes. The Existing Notes and the New Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any other state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities law. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
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