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Consent Solicitation and Tender Offer Update

In brief · summary, not quotable

Tender offer for senior secured notes closed with US$3.8m principal amount tendered and accepted.

  • Senior Secured Notes tendered US$3,815,000
  • Senior Secured Notes remaining outstanding US$240,557,000
  • Total Purchase Price Payments US$2,296,230
  • Accrued Interest Payments US$33,911.11
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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.

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

Dated: 4 September 2026

LEI of Nostrum Oil & Gas Finance B.V.: 213800SGF6UKA42KSB50

LEI of Nostrum Oil & Gas B.V.: 7245000TZTMGZHEKJ971

Person Responsible

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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