Consent Solicitation – Important Update
Nostrum Oil & Gas Finance B.V. has provided an update on its consent solicitation for its Senior Unsecured Notes due 2026, with a principal amount outstanding of U.S.$517,523,273. The company is unable to proceed with the solicitation as planned due to new U.S. sanctions imposed on VTB Bank, which impacts a Noteholder. Nostrum is urgently seeking an amendment to its OFAC license to allow the transaction to proceed and has requested this by September 29, 2026, ahead of the Noteholder meeting scheduled for October 1, 2026. Holders are still asked to submit consent instructions, but the resolutions will not be approved until the necessary license is obtained.
Select text to share a quote on X · sign in to keep highlights & notes in your NOG notes
On 8 September 2026, Nostrum Oil & Gas Finance B.V. (the "Issuer") announced invitations to Eligible Holders of the following Notes to approve, as a resolution in writing, or to the extent that is not achieved, at a meeting of the holders of the Notes (the "Meeting"), the relevant resolutions (the "Extraordinary Resolutions") set out in the Notice of Meeting delivered to the Clearing System for communication to Direct Participants (the "Consent Solicitation").
| Senior Unsecured Notes due 2026 (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 the payment of capitalised payment-in-kind interest.
The Consent Solicitation Memorandum dated 8 September 2026 prepared by the Issuer (the "Consent Solicitation Memorandum") and the Notice of Meeting are available to Eligible Holders from GLAS Trust Company LLC (the "Information and Tabulation Agent") as set out below.
This announcement shall be incorporated into, and form part of, the Consent Solicitation Memorandum and shall therefore constitute Information Incorporated by Reference.
Important Update Regarding U.S. Sanctions
The Issuer hereby notifies holders of the Notes (the "Noteholders") of the following developments relating to the Consent Solicitation:
On 14 September 2026, the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury designated VTB Bank Public Joint Stock Company ("VTB Bank") on the Specially Designated Nationals and Blocked Persons List pursuant to the Iran-related Executive Order 13902 ("E.O. 13902"). As a result of this designation, a VTB Bank affiliated entity, which is a Noteholder whose interests are held in the Holding Period Trust, is now blocked pursuant to E.O. 13902 (in addition to being blocked under the Russia-related Executive Order 14024 and Executive Order 13662).
While the Issuer had previously obtained a specific license from OFAC (License No. MUL-2022-929317-3, issued by OFAC on 29 May 2026, the "Current License") authorising U.S. persons to engage in certain transactions that involve persons whose property and interests in property are blocked pursuant to the Russian Harmful Foreign Activities Sanctions Regulations and/or the Ukraine-/Russia-Related Sanctions Regulations, the Current License does not authorise such transactions that involve persons blocked pursuant to the Iran-related E.O. 13902.
As a result of the designation of VTB Bank pursuant to E.O. 13902, the Issuer is no longer able to rely on the Current License to consummate the Consent Solicitation contemplated under the Consent Solicitation Memorandum.
Steps Being Taken by the Issuer
The Issuer and its advisers are working as a matter of urgency to seek an amendment to the Current License that would authorise U.S. person transactions that would have been authorized, to the extent authorisation is required, under the Current License but for the most recent designation by OFAC of VTB Bank pursuant to the Iran-related E.O. 13902 on 14 September 2026.
The Issuer has submitted a request to OFAC asking that the amended license be issued by no later than 29 September 2026, being shortly prior to the date of the Meeting at which Noteholders voting on the Extraordinary Resolutions is scheduled to take place on 1 October 2026.
Action Requested of Holders of Notes
The Issuer proposes that holders of the Notes continue to submit their Consent Instructions to the Information and Tabulation Agent in accordance with the procedures set out in the Consent Solicitation Memorandum. However, the Issuer hereby notifies holders of the Notes that, for OFAC sanctions compliance reasons, it has taken steps to ensure that the Extraordinary Resolutions shall not be approved as resolutions in writing unless and until the Issuer has obtained the necessary amended OFAC sanctions license that will allow it to consummate the Consent Solicitation.
The Issuer will provide a further announcement in due course regarding the status of the amended OFAC license, the Consent Solicitation and the Meeting.
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: 22 September 2026
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.