Nostrum Oil & Gas PLC
20 July 2026
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
On 26 June 2026, Nostrum Oil & Gas Finance B.V. (the "Issuer") announced 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.
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Description of Notes |
Reg S CUSIP / ISIN; Private Placement CUSIP / ISIN |
Principal Amount on Issuance |
Principal Amount Outstanding
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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 |
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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.$517,523,2731 |
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1. Reflects the cancellation of certain securities that were not claimed from the holding company trust and, in respect of the Senior Unsecured Notes, also the payment of capitalised payment-in-kind interest. |
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This announcement does not contain the full terms and conditions of the Consent Solicitation, which are contained in the Consent Solicitation Memorandum dated 26 June 2026 prepared by the Issuer (the "Consent Solicitation Memorandum"). The Consent Solicitation Memorandum and the Notices of Meeting are available to Eligible Holders from GLAS Trust Company LLC (the "Information and Tabulation Agent") from the date that they are available until the Consent Solicitation Settlement Date.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.
Results of the Meetings
Separate Meetings were held at the offices of Akin Gump LLP, Eighth Floor, Ten Bishops Square, London, E1 6EG, United Kingdom on 20 July 2026 in connection with the Proposals, and the Issuer hereby announces that at each Meeting:
(i) the necessary quorum at each Meeting was achieved;
(ii) each Resolution proposed at each Meeting was duly passed; and
(iii) the Eligibility Condition (General) was satisfied.
The Consent Conditions (Warrants) have therefore been satisfied.
The Consent Conditions (General) have therefore been satisfied, other than the Consent Condition (General) relating to the Tender Offer, and such Tender Offer will be launched as soon as reasonably practicable (unless waived in accordance with the terms set out in the Consent Solicitation Memorandum).
This announcement does not contain all information in relation to the Tender Offer. Noteholders should read carefully the Tender Offer Memorandum in full (when available), as it will contain important information regarding the terms, conditions, risk factors and structure of the Tender Offer, which are not fully described in this announcement, and any decision by an eligible holder to participate in the Tender Offer should be made only after careful consideration of all information contained in the Tender Offer Memorandum (when available).
In accordance with the indicative timetable set out in the Consent Solicitation Memorandum:
(i) the Supplemental Warrant Instrument was entered into and became effective in accordance with its terms, and therefore the Warrant Director has stepped down as Warrant Director; and
(ii) the other Consent Documents (excluding the New Shared Security Documents) were entered into; however, such Consent Documents will not become effective, in accordance with their terms, unless and until the other Consent Conditions (General) are satisfied (or, as applicable, waived in accordance with the terms set out in the Consent Solicitation Memorandum).
Further updates regarding the satisfaction (or, as applicable, waiver in accordance with the terms set out in the Consent Solicitation Memorandum) of the Consent Conditions (General), the execution of the New Shared Security Documents and payment of Consent Fees will be provided in due course.
The Group thanks Eligible Holders of the Notes for their support and participation in the Consent Solicitation. These results are an important step, which is intended to provide the Group a stable platform while it contests the ongoing withholding tax cases in Kazakhstan and while the related Applicable Kazakh Restrictions subsist, and, as previously announced, will allow the Group to assess broader strategic alternatives, including potential monetisation initiatives, refinancing options and the longer-term value of the Group's asset base.
Further Information
Requests for copies of this announcement, the Consent Solicitation Memorandum or related documents and questions should be directed to:
INFORMATION AND TABULATION AGENT
GLAS Trust Company LLC
3 Second Street, Suite 203
Jersey City, New Jersey 07311
United States
Email: nostrum@glas.agency
Dated: 20 July 2026
LEI: 213800SGF6UKA42KSB50
Further Information
For further information please visit www.nostrumoilandgas.com
Further Enquiries
Nostrum Oil & Gas PLC
Yelena Zhuravleva, CFO
TEAM LEWIS
Galyna Kulachek
+ 44 (0) 20 7802 2664
About Nostrum Oil & Gas
Nostrum Oil & Gas PLC (the ultimate parent company of the Issuer) is an independent energy company with gas processing infrastructure and an export hub in north-west Kazakhstan. 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 which is operated by its wholly-owned subsidiary Zhaikmunai LLP, which is the sole holder of the subsoil use rights with respect to the development of the Chinarevskoye field. The Company also owns an 80% interest in Positiv Invest LLP, which holds the subsoil use rights for the "Kamenskoe" and "Kamensko-Teplovsko-Tokarevskoe" areas in the West Kazakhstan region (the Stepnoy Leopard fields).
Forward-Looking Statements
Some of the statements in this announcement are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Group or its officers with respect to various matters. When used in this announcement, 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 nor 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 Group or any other entity, and shareholders of the Group are cautioned not to place undue reliance on the forward-looking statements. Save as required by the relevant listing rules and applicable law, the Group does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.
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