Consent Solicitation
Nostrum Oil & Gas Finance B.V. has announced that resolutions proposed at meetings of holders of its U.S.$250,000,000 5.00% Senior Secured Notes due 2026 and U.S.$345,078,171 1.00%/13.00% Senior Unsecured Notes due 2026 were duly passed, satisfying consent conditions. The outstanding principal amounts are U.S.$244,372,000 for the Senior Secured Notes and U.S.$517,523,273 for the Senior Unsecured Notes. This outcome is a significant step towards providing the Group with a stable platform to address ongoing withholding tax cases in Kazakhstan and explore strategic alternatives. A tender offer will be launched as soon as practicable.
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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.
| 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.$244,372,000 1 |
| 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.$517,523,273 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.
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.
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:
- the necessary quorum at each Meeting was achieved;
- each Resolution proposed at each Meeting was duly passed; and
- 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:
- 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
- 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.
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
Dated: 20 July 2026
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.