/raid1/www/Hosts/bankrupt/TCREUR_Public/220105.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, January 5, 2022, Vol. 23, No. -2

                           Headlines



D E N M A R K

NORDIC AVIATION: PFA Loses DKK3BB Investment Following Chapter 11


I R E L A N D

DRYDEN 66: Moody's Affirms B2 Rating on EUR10.5MM Class F Notes


I T A L Y

POP NPLS 2020: DBRS Confirms CCC Rating on Class B Notes


U N I T E D   K I N G D O M

MY PASTA: Goes Into Liquidation, Owes GBP5 Million
NOSTRUM OIL: Executes Lock-Up Agreement, Restructuring Terms
PURE PLANET: Collapses After BP Calls in Almost GBP53MM Debts
VICTORIA BECKHAM HOLDINGS: Accountants Express Going Concern Doubt

                           - - - - -


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D E N M A R K
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NORDIC AVIATION: PFA Loses DKK3BB Investment Following Chapter 11
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SWFI reports that PFA Holding (PFA), Denmark's largest pension
company, has lost DKK3 billion in an investment in Nordic Aviation
Capital (NAC), a regional aircraft leasing company.

PFA made a loan to NAC back in 2018, SWFI recounts.  Disclosed on
December 19, 2021, NAC ended up having a pre-arranged Chapter 11
process in U.S. Bankruptcy Court, SWFI relates.

In August 2015, the Swedish capital fund EQT Partners AB via EQT VI
became the majority shareholder in NAC. EQT Partners announced it
would be putting up its 54% shareholding for sale in October 2018,
SWFI recounts.  During that month in October, Singapore's GIC
Private Limited became an investor in NAC, SWFI states.   EQT VI
remained the largest shareholder in 2018 after GIC's investment,
SWFI notes.  In October 2018, KIRKBI Invest A/S is an investor in
EQT VI and co-invested in NAC alongside EQT VI. Martin Moller
through his family office Axiom Group owns shares of NAC, SWFI
relays.

In 2020, Axiom Group, EQT VI, and GIC invested US$60 million of
additional equity into the NAC, SWFI discloses.  In July 2020,
NAC's lenders unanimously agreed to a standstill of interest and
capital payments on its borrowings, SWFI relates.  In March 2021,
two of NAC's shareholders, EQT VI and GIC, have indicated that they
have decided not to further invest in the business, SWFI states.

                  About Nordic Aviation Capital

Nordic Aviation Capital is the leading regional aircraft lessor
serving almost 70 airlines in approximately 45 countries. Its fleet
of 475 aircraft includes ATR 42, ATR 72, De Havilland Dash 8,
Mitsubishi CRJ900/1000, Airbus A220 and Embraer E-Jet family
aircraft.

On Dec. 17, 2021, Nordic Aviation Capital Pte. Ltd., NAC Aviation
17 Limited, NAC Aviation 20 Limited, and Nordic Aviation Capital
A/S each filed petitions seeking relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Va.).  On Dec. 19, 2021, Nordic
Aviation Capital Designated Activity Company and 112 affiliated
companies also filed petitions seeking Chapter 11 relief.  The lead
case is In re Nordic Aviation Capital Designated Activity Company
(Bankr. E.D. Va. Lead Case No. 21-33693).

Judge Kevin R. Huennekens oversees the cases.

The Debtors tapped Kirkland & Ellis and Kutak Rock, LLP as
bankruptcy counsel and the law firms of Clifford Chance, LLP,
William Fry, LLP and Gorrissen Federspiel as corporate counsel.
N.M. Rothschild & Sons Limited, Ernst & Young, LLP and
PricewaterhouseCoopers, LLP serve as the Debtors' financial
advisor, restructuring advisor and tax advisor, respectively.  Epiq
Corporate Restructuring, LLC is the claims and noticing agent.




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DRYDEN 66: Moody's Affirms B2 Rating on EUR10.5MM Class F Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Dryden
66 Euro CLO 2018 Designated Activity Company (the "Issuer"):

EUR238,000,000 Class A-R Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR31,600,000 Class B-2-R Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR25,000,000 Class D-R Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned Baa3 (sf)

At the same time, Moody's affirmed the outstanding notes which have
not been refinanced:

EUR12,400,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Affirmed Aa2 (sf); previously on Dec 18, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR27,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed A2 (sf); previously on Dec 18, 2018
Definitive Rating Assigned A2 (sf)

EUR23,500,000 Class E Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba3 (sf); previously on Dec 18, 2018
Definitive Rating Assigned Ba3 (sf)

EUR10,500,000 Class F Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed B2 (sf); previously on Dec 18, 2018
Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

Moody's rating affirmation of the Class B-1 Notes, Class C Notes,
Class E Notes and Class F Notes are a result of the refinancing,
which has no impact on the ratings of the notes.

As part of this refinancing, the Issuer has extended the weighted
average life by 12 months to June 2028. It has also amended certain
concentration limits, definitions (including the definition of
"Adjusted Weighted Average Rating Factor") and minor features. In
addition, the Issuer has also amended the base matrix and modifiers
that Moody's took into account for the assignment of the definitive
ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans and senior secured
bonds and up to 10% of unsecured senior loans, second-lien loans,
high yield bonds and mezzanine loans.

PGIM Limited will continue to manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's remaining
reinvestment period which will end in July 2023. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit risk obligations and credit improved
obligations.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the Notes in order of seniority.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated Notes' performance is subject to uncertainty. The Notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the Notes'
performance.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2021.

Moody's used the following base-case modeling assumptions:

Performing par and principal proceeds balance: EUR 399.4 million

Defaults: EUR 4.7 million

Diversity Score: 52

Weighted Average Rating Factor (WARF): 3210

Weighted Average Spread (WAS): 3.8%

Weighted Average Recovery Rate (WARR): 41.5%

Weighted Average Life (WAL) test date: 18 June 2028

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 or below cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below Baa1.



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I T A L Y
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POP NPLS 2020: DBRS Confirms CCC Rating on Class B Notes
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DBRS Ratings GmbH confirmed the ratings on the notes issues by POP
NPLs 2020 S.r.l. (the Issuer) and changed the trends to Stable from
Negative:

-- Class A at BBB (sf)
-- Class B at CCC (sf)

The transaction represents the issuance of the Class A, Class B,
and Class J notes (collectively, the Notes). The rating on the
Class A notes addresses the timely payment of interest and the
ultimate payment of principal on or before the final maturity date.
The rating on the Class B notes addresses the ultimate payment of
interest and principal on or before the final maturity date. DBRS
Morningstar does not rate the Class J notes.

At Issuance, the Notes were backed by a EUR 919.9 million portfolio
by gross book value of Italian secured and unsecured nonperforming
loans originated and sold to the Issuer by 15 Italian banks (the
Sellers).

The receivables are serviced by Fire S.p.A. (Fire) and Gardant
S.p.A. (Gardant; together, the Special Servicers). Gardant also
acts as the master servicer while Banca Finanziaria Internazionale
S.p.A. (Banca Finint) has been appointed as backup servicer for
Gardant.

RATING RATIONALE

The confirmations follow a review of the transaction and are based
on the following analytical considerations:

-- Transaction performance: assessment of portfolio recoveries as
of 30 September 2021, focusing on: (1) a comparison between actual
collections and the Special Servicers' initial business plan
forecast; (2) the collection performance observed over recent
months, including the period following the outbreak of the
Coronavirus Disease (COVID-19); and (3) a comparison between the
current performance and DBRS Morningstar's expectations.

-- Portfolio characteristics: loan pool composition as of
September 2021 and the evolution of its core features since
issuance.

-- Transaction liquidating structure: the order of priority
entails a fully sequential amortization of the Notes (i.e., the
Class B notes will begin to amortize following the full repayment
of the Class A notes and the Class J notes will amortize following
the repayment of the Class B notes). Additionally, interest
payments on the Class B notes become subordinated to principal
payments on the Class A notes if the cumulative collection ratio or
present value cumulative profitability ratio is lower than 90%.
These triggers were not breached on the November 2021 interest
payment date (IPD), with actual figures of 153.6% and 113.6%,
respectively (152.9% and 111.4%, respectively, for Gardant; 156.0%
and 122.6%, respectively, for Fire).

-- Liquidity support: the transaction benefits from an amortizing
cash reserve providing liquidity to the structure, covering
potential interest shortfall on the Class A notes and senior costs.
The cash reserve target amount is equal to 4% of the Class A notes
principal outstanding and is currently fully funded.

TRANSACTION AND PERFORMANCE

According to the latest investor report from 8 November 2021, the
outstanding principal amounts of the Class A, Class B, and Class J
notes were EUR 193.0 million, EUR 25.0 million, and EUR 10.0
million, respectively. As of the November 2021 IPD, the balance of
the Class A notes has amortized by approximately 20.1% since
issuance. The current aggregated transaction balance is EUR 228.0
million.

As of September 2021, the transaction was performing above the
Special Servicers' business plan expectations. The actual
cumulative gross collections equaled EUR 55.5 million (including
EUR 28.6 million of initial collections) whereas the Special
Servicers' initial business plan estimated cumulative gross
collections of EUR 36.1 million for the same period. Therefore, as
of September 2021, the transaction was overperforming by EUR 19.4
million (+53.8%) compared with the initial business plan
expectations.

At issuance, DBRS Morningstar estimated cumulative gross
collections of EUR 30.5 million at the BBB (sf) stressed scenario
and EUR 31.5 million at the CCC (sf) stressed scenario for the same
period. Therefore, as of September 2021, the transaction was
performing above DBRS Morningstar's stressed initial expectations.

Excluding actual collections, the Special Servicers' expected
future collections from October 2021 account for EUR 360.7 million.
The updated DBRS Morningstar BBB (sf) rating stress assumes a
haircut of 29.9% to the Special Servicers' executed business plans,
considering future expected collections. In DBRS Morningstar's CCC
(sf) scenario, the Special Servicers' forecast was only adjusted in
terms of actual collections to date as well as timing of future
expected collections. Pursuant to the requirements set out in the
servicing agreement, the first updated business plan for the
transaction is expected to be released in February 2022.

The final maturity date of the transaction is in November 2045.

DBRS Morningstar analyzed the transaction structure using Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures have caused an immediate economic contraction, leading in
some cases to increases in unemployment rates and income reductions
for many borrowers. DBRS Morningstar anticipates that negative
effects may continue in the coming months for many nonperforming
loan (NPL) transactions. In particular, the deterioration of
macroeconomic conditions could negatively affect recoveries from
NPLs and the related real estate collaterals. The ratings are based
on additional analysis to expected performance as a result of the
global efforts to contain the spread of the coronavirus. For this
transaction, DBRS Morningstar incorporated its expectation of a
moderate medium-term decline in residential property prices, but
gave partial credit to house price increases from 2023 onward in
non-investment-grade scenarios.

Notes: All figures are in euros unless otherwise noted.






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U N I T E D   K I N G D O M
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MY PASTA: Goes Into Liquidation, Owes GBP5 Million
--------------------------------------------------
Richard Moriarty at The Sun reports that the My Pasta Bar chain run
by Family Fortunes host Gino D'Acampo has gone into liquidation
with debts of GBP5 million.

According to The Sun, the celeb chef's business has lost hundreds
of thousands every year since it started in 2012.

It borrowed millions and laid off staff, The Sun discloses.

But paperwork recently lodged with Companies House confirms Gino,
45, has called in liquidators, The Sun relates.

The chain owes GBP4,939,332 to 49 creditors, plus GBP113,975 to
HMRC and GBP37,887 in staff wages, The Sun states.



NOSTRUM OIL: Executes Lock-Up Agreement, Restructuring Terms
------------------------------------------------------------
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, on Dec. 23
announced the execution of a lock-up agreement (the "Lock-up
Agreement") and terms of a restructuring agreed with holders of in
excess of 54 per cent of the aggregate principal amount of the 8.0%
Senior Notes due 2022 and 55 per cent of the aggregate principal
amount of the 7.0% Senior Notes due 2025 in each case issued by
Nostrum Oil & Gas Finance B.V. (together, the "Notes"). In
addition, subsidiaries of ICU Holdings Limited ("ICU"), the
Company's largest shareholder, has entered into the Lock-up
Agreement in its capacity as a shareholder and holder of the
Notes.

As previously reported, the Company has been in discussions with an
informal ad hoc committee of holders of the Notes (the "AHG") in
relation to a restructuring of the Notes. The Company previously
entered into two forbearance agreements with the AHG, with the
latest forbearance agreement scheduled to expire at 11:59 p.m.
(London time) on December 24. 2021.

Under the terms of the Lock-up Agreement, the Company, ICU and the
AHG have agreed to implement a transaction which restructures the
Notes (the "Restructuring"). The key features of the proposed
Restructuring are as follows:

1. Partial reinstatement of the Notes in the form of new: (a)
senior secured notes in a principal amount of US$250,000,000
("SSNs"); and (b) senior unsecured notes in a principal amount of
US$300,000,000 ("SUNs"); in each case maturing June 30, 2026;

2. Conversion of the remainder of the Notes into equity. It is
currently anticipated that the holders of the existing Notes, or
their nominee(s), will own: (a) 88.89% of the share capital of the
Company on closing of the Restructuring; and (b) warrants, issued
to a warrant trustee (as further described below), to subscribe for
additional shares of the Company such that the shares held by the
holders of the existing Notes, or their nominee(s), would increase
from 88.89% to 90% on exercise of all of the warrants; in each case
based upon the pro forma capitalisation of the Company immediately
following closing of the Restructuring. However, depending on the
results of an extraordinary general meeting of shareholders of the
Company with respect to the Restructuring (as further described
below) the holders of the existing Notes, or their nominee(s), may
instead receive: (i) 98.89% of the issued share capital of the
Company on closing of the Restructuring; and (ii) warrants, issued
to the warrant trustee, to subscribe for additional shares of the
Company such that the shares held by the holders of the existing
Notes, or their nominee(s), would increase from 98.89% to 99% of
the issued share capital of the Company on closing of the
Restructuring, in each case based upon the pro forma capitalisation
of the Company immediately following closing of the Restructuring;
and

3. New corporate governance arrangements in respect of the Group
and certain arrangements regarding future utilization of the
Group's cashflows, including the proposal to transfer the Company's
listing to the Standard Listing segment of the London Stock
Exchange.

The Lock-up Agreement is being made available for signature by all
holders of Notes. Holders of Notes that are not already party to
the Lock-up Agreement can accede to the Lock-up Agreement by
completing an accession letter in the form appended as a schedule
to the Lock-up Agreement. Holders of the Notes should contact the
information agent GLAS Specialist Services Limited at
LM@glas.agency to access further information relating to the
Restructuring and for details of how to obtain a copy of, and
accede to, the Lock-up Agreement.

A fee of 50 bps (the "Lock-up Fee") will be payable upon
consummation of the Restructuring to each Participating Noteholder
who is originally party to the Lock-up Agreement or accedes to the
Lock-up Agreement within 22 days of its execution (i.e. by 14
January 2022).  Noteholders will not be eligible for the Lock-up
Fee if they accede to the Lock-up Agreement after 14 January 2022
(save with respect to any Notes acquired by them which were already
eligible to receive a Lock-up Fee).
  
Following execution of the Lock-up Agreement, the Company will
commence implementation of the Restructuring, which is expected to
become effective in the first half of calendar year 2022. It is
currently expected that implementation will be effected through a
process under Part 26 or Part 26A of the Companies Act 2006.
Parallel processes in other jurisdictions relevant to the Group
and/or the Notes may also be involved.

In order to effect the Restructuring through its preferred
implementation mechanism (which would result in existing
shareholders holding 11.11% of the issued share capital of the
Company immediately following closing), the Company will require
the approval by shareholders of a number of resolutions at a
general meeting ("GM") to be convened in due course. For the
purposes of convening the GM, the Company will publish a circular
to shareholders setting out further details of the Restructuring at
the appropriate time.  In the event that the requisite majority of
shareholders does not approve all of the resolutions at the GM, the
Company intends to implement the Restructuring through an
alternative mechanism which will result in existing shareholders
holding 1.11% of the issued share capital of the Company
immediately following closing of the Restructuring.   

Therefore, if Shareholders do not approve the resolutions at the
GM, it is expected that the economic terms of an alternative
restructuring will mean that the Shareholders would be likely to
see a significantly worse outcome than in the event that the
resolutions at the GM are not approved.

In addition, entry into the Lock-up Agreement with ICU, the issue
of New Notes and issue of new shares, constitutes a related party
transaction for the purposes of Chapter 11 of the Listing Rules.
Accordingly, the Company will seek shareholder approval of this
related party transaction at the GM before completion of the
Restructuring.

Arfan Khan, Chief Executive Officer of Nostrum Oil & Gas,
commented:

"We are delighted to announce an agreement between the Group and
the AHG and ICU on the key terms of a sustainable restructuring of
the Notes.  This agreement removes significant obstacles as we look
to negotiate long term contracts to fill the spare capacity in our
world class processing facilities and so secure the Group's medium-
and long-term future.

We would like to thank the AHG and ICU for their ongoing support
and commitment to the Group demonstrated by this agreement.  We
would also like to thank the advisers who have worked with us on
this process and our employees and contractors, who have remained
patient and dedicated whilst this agreement has been negotiated and
for whom today represents the return of security and stability.

We will continue to work constructively with our financial
stakeholders to convert the agreement into long form documents and
to take the further steps required to thus fully implement the
restructuring."  

Summary terms of the Restructuring

The following outlines the material features of the Restructuring:

1. Reinstatement of Notes

Notes tranches and amounts
(a)  SSNs in an original principal amount of US$250,000,000; and
(b)  SUNS in an original principal amount of US$300,000,000.

The SSNs and SUNs (being together the "New Notes) will be governed
by English law.
Material terms of the New Notes:

(a)  Interest (payable every six months):
(i)     SSNs - 5.0% cash; and
(ii)    SUNs - 1.0% cash and 13.0% payment-in-kind.

(b)  Interest accrual: Interest shall accrue on the New Notes from
1 January 2022 until the issue date and shall be paid on the issue
date in cash to holders of the SSNs and SUNs or in the case of the
payment-in-kind component of the SUNs capitalised in accordance
with the terms of the SUNs trust deed.

(c)  Maturity date: 30 June 2026.

(d)  Repayment price: Par plus accrued and unpaid interest to date
of repayment.

(e)  Covenants: Customary for a restructured bond of this type,
including a change of control provision requiring a change of
control offer at 101%. No super senior or pari passu indebtedness
or liens with respect to the SSNs or SUNs without the consent of
holders of at least 50% in principal amount of each of the SSNs and
SUNs, except for customary carve outs.

(f)   Guarantors, security and ranking: Guarantees to be provided
on substantially the same terms as under the existing Notes.
Subject to receiving necessary Kazakh Ministry of Energy ("MOE")
consent where required, first ranking security interests for SSNs
over all of the Group's assets including, but not limited to: (a)
share pledge over each material subsidiary; (b) floating charge
over the Company's assets; and (c) account security over key
operational bank accounts (including the Blocked Account and the
DSRA (each as defined below)); and second ranking security
interests for SUNs over the Blocked Account and DSRA.  

(g)  Amendments and waivers.  The New Notes will incorporate
English law style amendment and waiver provisions.

(h)  Intercreditor arrangements: To be agreed, with intercreditor
documentation to be based on the LMA standard form.

(i)   Cashflow arrangements.  The following is a brief summary of
certain cashflow management arrangements to be put in place as part
of the Restructuring:

(i) on (or shortly prior to) the closing of the Restructuring  a
cash balance sufficient to pay: (i) the next two cash interest
payments due on the New Notes; and (ii) the total amount of the
Lock-Up Fees shall be deposited into a Debt Service Retention
Account ("DSRA"). On each Interest Payment Date following the
Release Date, if there is insufficient cash in the DSRA to fund the
next two cash interest payments due on the New Notes, a
corresponding amount shall be transferred to the DSRA. On the
Restructuring Effective Date, the Lock-up Fees will be paid to
eligible Noteholders with proceeds from the DSRA.  On each interest
payment date after closing of the Restructuring, the remaining
funds will be released from the DSRA and applied first, to pay cash
interest due under the SSNs; and second, to pay cash interest due
under the SUNs. After a drawdown has been made from the DSRA to
fund cash interest due under the SSNs and the SUNs, cash will be
swept to the DSRA in accordance with the terms of the cash sweep
mechanism described below;

(ii) subject to a minimum cash balance to be retained by the
Company which shall be agreed in accordance with the terms of the
Lock-up Agreement, all free cash within the Group at closing of the
Restructuring shall be applied as follows: (i) first, paid into the
DSRA; and (ii) second, the remaining balance (if any) to be paid
into an account in the name of the Company pledged and blocked in
favour of the trustee for the New Notes (the "Blocked Account");
and

(iii) for a period of 30 months (the end of such period, the
"Release Date"), cash from the Blocked Account may only be released
from the Blocked Account with the approval of the majority of
independent directors of the Company for the purpose of either: (i)
funding capex approved by the Board of the Company (the "Board")
(which may include but is not limited to future projects for which
the Company has undertaken, or is undertaking, feasibility studies,
approved by the Board) (an "Approved Expenditure"); (ii) restoring
the cash balance of the Company's other accounts excluding the
Blocked Account to the agreed minimum cash balance; or (iii) making
arms' length repurchases for value of the SSNs on the open market
and, only once the SSNs have been repaid in full, making arms'
length repurchases for value of the SUNs on the open market.

(iv) On the Release Date, any amounts standing to the credit of
the Blocked Account not committed to, or held in reserve for, an
Approved Expenditure or not required to top up the balance of the
DSRA to ensure that it is sufficient to fund upcoming cash pay
interest due on the New Notes shall be transferred to the paying
agent for the New Notes and applied first, against costs and
expenses of the trustee or security agent for the New Notes, second
applied in repayment of the SSNs and third, applied in repayment of
the SUNs.

(v) At all times following the Release Date, any amounts standing
to the credit of the Blocked Account (if any) shall be only
released in connection with (i) an Approved Expenditure, (ii)
making arms' length repurchases for value of the SSNs on the open
market and, only once the SSNs have been repaid in full, making
arms' length repurchases for value of the SUNs on the open market,
or (iii) to top up either the minimum cash balance or the balance
of the DSRA to ensure that there is sufficient cash to fund the
upcoming cash pay interest due on the New Notes .

(j) Conversion: The SSNs will not be convertible.  On maturity, if
not to be repaid in cash, the SUNs will be repayable in specie
through the issuance of equity of the Company based on the value of
the SUNs outstanding on the issuance date as a percentage of the
fair market value ("FMV") of the Company, up to a maximum of 99.99%
of the Company's fully diluted equity. The FMV for these purposes
is to be determined by an independent third-party in the business
of providing professional valuation services, selected by a
majority of the independent directors of the Company. Repayment in
specie of the SUNs on maturity will require: (i) the consent of
holders of 75% in outstanding principal amount of the SUNs; and
(ii) where the Company is to be delisted, notification to the
Financial Conduct Authority regarding the cancellation of listing.

It is contemplated that the above arrangements with respect to the
Notes and the issuance of the SSNs and SUNs shall be effected
through an arrangement under either Part 26 or Part 26A of the
Companies Act 2006.

2. Equity:

Equity holding
The remainder of the existing Notes (after exchange for the New
Notes) will be exchanged for equity in the Company. There are three
potential scenarios anticipated by the Company.  These scenarios
are subject to the conversion of the SUNs as referred to above.

Scenario 1   
It is currently anticipated that holders of the existing Notes, or
their nominee(s), immediately following the closing of the
Restructuring will own 88.89% of the share capital of the Company
on closing of the Restructuring. The existing Shareholders will
retain 11.11% of the share capital on closing of the Restructuring.
Equity will be subject to dilution by the Warrants.

A fixed number of Warrants will be issued at closing, which will be
held by the warrant trustee, for the benefit of the holders of the
SUNS, or their nominee(s), from time to time (the "Warrant
Trustee).

The Warrants will be issued to the Warrant Trustee in such amount
as will, upon exercise in full (but excluding entitlements under
any management incentive plan, long-term incentive plan or similar
share scheme) have the effect of increasing shareholding
entitlement of the holders of the existing Notes from 88.89% to
90%, based upon the pro forma capitalisation of Nostrum immediately
following closing of the Restructuring (the "Warrants").

As part of the implementation of Scenario 1, the Company will
require the approval of shareholders at the GM.

Scenario 2   
Holders of the existing Notes, or their nominee(s), immediately
following the closing of the Restructuring will own 98.89% of the
issued share capital of the Company on closing of the
Restructuring. The existing Shareholders will retain 1.11% of the
share capital on closing of the Restructuring. Equity will be
subject to dilution by the Warrants.

The Warrants will be issued to the Warrant Trustee in such amount
as will, upon exercise in full (but excluding entitlements under
any management incentive plan, long-term incentive plan or similar
share scheme) have the effect of increasing shareholding
entitlement of the holders of the existing Notes from 98.89% to
99%, based upon the pro forma capitalisation of Nostrum immediately
following closing of the Restructuring
It is anticipated that Scenario 2 will be pursued where the
shareholders have not passed the necessary resolutions at the GM
and therefore Scenario 1 will not be pursued.

In both Scenario 1 and Scenario 2, the Warrants will be exercisable
in full upon:

(a) a breach of covenants or undertakings in relation to the SUNs
or the Warrants, in each case, subject to agreed materiality
thresholds and cure rights;

(b) a change in, or breach of, certain governance principles
without approval from the Warrant Director (each term as detailed
below) (such appointment and approval to be on terms, in accordance
with the process, specifically set out in the transaction
documentation) ("Warrant Approval"), subject to agreed materiality
thresholds and cure rights;

(c) a change to the agreed composition of the Board that has not
obtained Warrant Approval; or

(d) an exit event (as specifically defined in the transaction
documentation but including, in principle, any delisting of Nostrum
from the London Stock Exchange, a change of control, sale or
merger).

Scenario 3
Holders of the SUNs to receive their pro rata share of 100% of the
equity of a newly incorporated vehicle which will hold all of the
existing assets of the Group.  Existing shareholders will not
receive any recovery or any interest in such newly incorporated
vehicle.

It is anticipated that Scenario 3 will be pursued if for any
unforeseen reasons it is not possible to implement the
Restructuring as contemplated under Scenario 2.

Further Share Information and Governance
Further material terms of the equity issuances and corporate
governance arrangements to be put in place for the Company are
referred to below.

Company shares and governance
The Company shares will be issued as set out above.  The Company
share capital shall be subject to dilution by any new management
incentive plan, long-term incentive plan or similar share scheme.
The Company will undertake a share consolidation following the
issuance described above, so as to achieve an appropriate share
price following completion of the Restructuring.

The Company Board composition shall comply with the UK Corporate
Governance Code (save for any temporary breaches).  The Board shall
consist of no fewer than five and no more than nine directors. Upon
closing of the Restructuring, the initial Board shall consist of
seven directors, comprised of: (i) one Warrant Director (as defined
below); (ii) the Chair; (iii) two executive directors; and (iv)
three independent non-executive directors, subject to any
restrictions relating to independence applicable under any
applicable listing rules.

Any directors appointed in addition to the above composition
principles shall be independent non-executive directors or a
Warrant Director (described in more detail below).

Certain actions by the Company will be reserved matters requiring
consent of the Warrant Trustee (acting at the discretion of
two-thirds of the holders of the SUNs present and voting on the
relevant reserved matter(s)). Those reserved matters will include,
without limitation:

   * approval of any amendments to the Company articles of
association, which are adverse to the rights of the holders of the
Warrants;
   * certain Group insolvency processes;
   * any material adverse alteration to the terms of the Warrants;
and
   * any change to (or removal of) the listing status of the
Company, subject to certain exceptions.

Upon (or as needed following) completion of the Restructuring, it
is intended that the Company will transfer to the standard listing
segment of the Official List.

Warrant Director
The terms of the Warrants will include the right for the Warrant
Trustee to appoint, remove and replace one director to the Board
(the "Warrant Director").  The method of appointment for the
Warrant Director via instructions from holders of the SUNs will be
set out in the transaction documentation.  Any Warrant Director
shall be considered a representative of the Company's fully diluted
equity interests. The Warrant Director shall sit on certain board
committees following the closing of the Restructuring, including a
remuneration committee, nomination and governance committee and
strategic committee. The composition, and objectives, of each of
those committees shall be agreed in the transaction documentation.

Implementation
It is contemplated that, in the event the Restructuring proceeds
per: (i) Scenario 1 or 2 above, implementation will be through an
arrangement under Part 26 or Part 26A of the Companies Act 2006,
and potentially parallel proceedings in other jurisdictions; and
(ii) Scenario 3 above, implementation will be through a formal
insolvency or insolvency related process.

The implementation of the Restructuring is still subject to (among
other things) satisfaction of certain conditions precedent,
negotiation and execution of all necessary implementation
documentation and obtaining all required regulatory consents
(including, but not limited to, in Kazakhstan). The Company intends
to make relevant applications for such consents in the near future.
The Lock-up Agreement contains customary undertakings with respect
to the Restructuring and termination events (including for failure
to satisfy certain conditions of (and to) the Restructuring by the
agreed dates).

The Company will also in parallel with the Lock-up Agreement extend
the forbearance agreement with the AHG on substantially similar
terms to the existing forbearance agreement.
LEI: 2138007VWEP4MM3J8B29

                    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 Oil & Gas PLC is the Chinarevskoye
field, in which it holds a 100% interest and is the operator
through its wholly-owned subsidiary Zhaikmunai LLP.


PURE PLANET: Collapses After BP Calls in Almost GBP53MM Debts
-------------------------------------------------------------
Rachel Millard at The Telegraph reports that energy supplier Pure
Planet collapsed amid soaring wholesale gas prices after minority
shareholder BP called in debts of almost GBP53 million and refused
to provide fresh investment, administrators have revealed.

According to The Telegraph, PwC said in a report that the company,
which served about 235,000 customers, was unable to pay the debt
and efforts to find other solutions such as a buyer or support from
government and regulators also failed.

Pure Planet, which bought its wholesale energy from BP, was among
the first of 26 suppliers which have gone bust since August, faced
with a six-fold increase in wholesale gas prices, The Telegraph
notes.

Several companies have faced criticism for not buying energy in
advance, putting their business at risk through exposure to
volatile costs on the spot market, The Telegraph relays.

However, the administrators' progress report into Pure Planet
reveals that it bought the vast majority of its energy from BP in
advance, meaning only a small portion was affected by rising
prices, according to The Telegraph.

The company nonetheless started to struggle as wholesale gas costs
surged this year, and told BP on September 1 that it expected to
make a loss of GBP25 million for the year ending March 22, The
Telegraph discloses.

This was far worse than the company's previous prediction that it
would break even, which would have allowed Pure Planet to repay
loans from BP as part of a long-term agreement, The Telegraph
states.

According to administrators, BP -- which reported a profit of
US$3.3 billion (GBP2.4 billion) in the third quarter of 2021 driven
by booming oil prices -- became worried about its exposure and
reviewed its position, The Telegraph notes.

It then told Pure Planet on October 5 that it would not provide
additional funding and demanded repayment of GBP52.8 million under
its loan facility, effectively collapsing the business, according
to The Telegraph.

Discussions with a a rival energy supplier about a sale were not
sufficiently progressed and "the position of BP left the directors
with no alternative but to prepare [Pure Planet] for insolvency",
The Telegraph quotes administrators as saying.

BP bought a 24% stake in Pure Planet in 2017 as oil and gas titans
moved into retail electricity supply to adapt to the shift to
electric cars, The Telegraph recounts.

BP said in October that since taking a stake in the company it had
"worked diligently to support Pure Planet" and that it had tried
hard to "reach a satisfactory solution to the market and policy
issues facing Pure Planet", The Telegraph notes.

It added at the time: "Despite considerable work over an extended
period, we concluded it was no longer commercially viable for BP to
continue the relationship or extend further support to the company
and took that difficult decision."


VICTORIA BECKHAM HOLDINGS: Accountants Express Going Concern Doubt
------------------------------------------------------------------
Hannah Boland at The Telegraph reports that Victoria Beckham's
fashion label will need extra investment to stay afloat after
suffering an GBP8.7 million loss when Covid struck, the company's
auditors have warned.

The business is facing a material uncertainty over its ability to
continue as a going concern following a slump in sales in 2020, The
Telegraph relays, citing accountants at BDO.

They added that Victoria Beckham Holdings had indicated it will
need "continued shareholder support and financing, and that no
contractual agreements are in place for this funding," The
Telegraph relates.

The business -- whose clothes have been worn by the likes of
Gwyneth Paltrow and the Duchess of Sussex -- has already been
repeatedly handed extra cash by shareholders, who include David and
Victoria Beckham, The Telegraph discloses.

It was given GBP9.2 million of loans in 2020 to settle a debt with
HSBC, according to accounts filed at Companies House, while a
further GBP600,000 was provided to the business this year to help
it cope with the damage wrought by Covid, The Telegraph recounts.

Earlier this year, Mr.  Beckham, as cited by The Telegraph, said
that her company had been affected by the pandemic and added: "I'm
lucky to still have a business but doing fashion shows costs a lot
of money."

The former Spice Girls star's company has now suffered eight years
of losses since it was founded in 2008, The Telegraph notes.

According to The Telegraph, sales for 2020 came in at GBP36.1
million, a 6% drop on 2019 levels, with directors saying lockdowns
held back sales in its wholesale business and flagship store in
London.



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2022.  All rights reserved.  ISSN 1529-2754.

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