Consent Solicitation and Tender Offer Update
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO BUY, AN OFFER OF, OR A SOLICITATION OF AN OFFER TO SELL, SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Nostrum Oil & Gas Finance B.V.
(
incorporated under the laws of the Netherlands
)
Nostrum Oil & Gas B.V.
(
incorporated under the laws of the Netherlands
)
CONSENT SOLICITATION AND TENDER OFFER UPDATE
On 26 June 2026, Nostrum Oil & Gas Finance B.V. (the “
Issuer
”) announced invitations to eligible holders of its senior secured notes (Reg S ISIN: USN64884AF16; Private Placement ISIN: US66978CAF95) (the “
Senior Secured Notes
”) and senior unsecured notes (Reg S ISIN: USN64884AE41; Private Placement ISIN: US66978CAD48) (the “
Senior Unsecured Notes
”, and together with the Senior Secured Notes, the “
Notes
”) to approve, at Meetings, the relevant Resolutions set out in the Notices of Meeting delivered to the Clearing System for communication to Direct Participants. On 20 July 2026, the Issuer announced that at each Meeting, the necessary quorum was achieved, each Resolution was duly passed, and each Eligibility Condition (General) was satisfied.
The Consent Solicitation was made on the terms and conditions described in the Consent Solicitation Memorandum dated 26 June 2026 prepared by the Issuer (the “
Consent Solicitation Memorandum
”).
On 24 July 2026, Nostrum Oil & Gas B.V. (the “
Offeror
”) announced invitations to eligible holders of the Issuer’s Senior Secured Notes to tender their Senior Secured Notes for purchase by the Offeror for cash prices to be determined pursuant to an unmodified reverse Dutch auction. The Offeror announces today the results of the Tender Offer.
The Tender Offer was made on the terms and conditions described in the Tender Offer Memorandum dated 24 July 2026 prepared by the Offeror (as supplemented on 18 August 2026, the “
Tender Offer Memorandum
”, and together with the Consent Solicitation Memorandum, the “
Memorandums
”).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Memorandums. This announcement must be read in conjunction with the Memorandums.
The Expiration Deadline (as extended on 18 August 2026) for the Tender Offer was 5:00 p.m. (New York City time) on 2 September 2026.
The Offeror and the Issuer (as applicable) hereby announce:
U.S.$3,815,000 in aggregate principal amount of the Senior Secured Notes were validly tendered pursuant to the Tender Offer, and the Offeror will accept all such validly tendered Senior Secured Notes for purchase pursuant to the Tender Offer, meaning that U.S.$240,557,000 in aggregate principal amount of the Senior Secured Notes will remain outstanding after settlement of the Tender Offer;
the sum of all Purchase Price Payments is U.S.$2,296,230;
the sum of all Accrued Interest Payments is U.S.$33,911.11, being U.S.$8.88888 per U.S.$1,000 in principal amount of Notes;
the outstanding Consent Conditions (General) have been satisfied;
the Effective Date (being 4 September 2026) and the Effective Time have occurred;
the Tender Offer Settlement Date will be 10 September 2026, and therefore the Senior Secured Notes referred to in paragraph (i) above will be purchased by the Offeror for the relevant Purchase Price Payments and Accrued Interest Payments on this date; and
the Consent Solicitation Settlement Date will be 15 September 2026, and therefore applicable Consent Fees will be paid on this date.
As the Effective Date and the Effective Time have occurred, the long-term standstills approved with respect to the Notes (along with all other modifications proposed to the Notes and the Intercreditor Agreement) via the Consent Solicitation are effective.
In accordance with the indicative timetable set out in the Consent Solicitation Memorandum the New Shared Security Documents (other than those governed by the laws of Kazakhstan) were entered into on the Effective Date.
For the avoidance of doubt, eligible holders of Senior Secured Notes who participated in the Tender Offer will not be entitled to receive any Consent Fees in respect of the Senior Secured Notes that are purchased by the Offeror pursuant to the Tender Offer.
The Group thanks eligible holders of the Notes for their support and participation in the Consent Solicitation and the Tender Offer.
Contact Information
Requests for copies of this announcement, the Memorandums or related documents and questions should be directed to:
INFORMATION AND TABULATION AGENT AND INFORMATION AND TENDER AGENT
GLAS Trust Company LLC
3 Second Street, Suite 203
Jersey City, New Jersey 07311
United States
Email:
nostrum@glas.agency
Dated: 4 September 2026
LEI of Nostrum Oil & Gas Finance B.V.: 213800SGF6UKA42KSB50
LEI of Nostrum Oil & Gas B.V.: 7245000TZTMGZHEKJ971
Person Responsible
The person responsible for arranging the release of this announcement on behalf of the Company is Robin Storey, Chief Legal Officer and Company Secretary.
About Nostrum Oil & Gas
Nostrum Oil & Gas PLC (the ultimate parent company of the Offeror and 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.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20260904664534/en/
Further Information
For further information please visit
www.nostrumoilandgas.com
Further Enquiries
Nostrum Oil & Gas PLC
Yelena Zhuravleva, CFO
ir@nog.co.uk
TEAM LEWIS
Galyna Kulachek
+ 44 (0) 20 7802 2664
nostrum@teamlewis.com
Business Wire
September 4, 2026 - 5:31 AM PDT
News by QuoteMedia
www.quotemedia.com