Consent Solicitation – Results announcement
Nostrum Oil & Gas Finance B.V. has successfully passed an Extraordinary Resolution for its consent solicitation concerning its Senior Unsecured Notes due 2026, with a principal amount outstanding of U.S.$517,523,273. This was achieved following the issuance of an amended OFAC license, which permits the consummation of the solicitation despite VTB Bank's designation. The meeting scheduled for October 1, 2026, will not proceed as the necessary votes were received and the eligibility condition was met. The consummation of waivers and modifications remains conditional on the Initial Cash Amount being deposited and Completion in respect of the Sale occurring.
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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 the Consent Solicitation
The Issuer hereby notifies holders of the Notes (the “Noteholders”) of the following developments relating to the Consent Solicitation:
Amended OFAC License
On 22 September 2026 the Issuer announced that it was no longer able to consummate the Consent Solicitation relying on the specific license that the Issuer had previously obtained from the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury in May 2026, as a result of OFAC designating VTB Bank Public Joint Stock Company (“VTB Bank”) pursuant to the Iran-related Executive Order 13902 (“E.O. 13902”) on 14 September 2026. On 29 September 2026, OFAC issued an amended specific license that now allows the Issuer to consummate the Consent Solicitation notwithstanding the designation of VTB Bank pursuant to E.O. 13902 (the “Amended License”).
Results of the Resolution in Writing
Following the issuance of the Amended License, and based on the Consent Instructions received by the Information and Tabulation Agent prior to the Expiration Deadline, the Issuer hereby announces that:
- the necessary number of votes from the Noteholders required to pass the Extraordinary Resolution as a resolution in writing was received; and
- the Eligibility Condition was satisfied.
The Extraordinary Resolution has therefore been duly passed.
Accordingly, the Meeting to be held at the offices of Akin Gump LLP, 155 Bishopsgate, 12th Floor, London EC2M 3XY, United Kingdom, scheduled for 9:00 a.m. (London time) on 1 October 2026 will not be held.
Completion Consent Conditions
As set out in the Consent Solicitation Memorandum, the consummation of the waivers and the modifications proposed with respect to the Notes is conditional on each of the Completion Consent Conditions being satisfied. The only Completion Consent Conditions that now remain to be satisfied are: condition (iii) (the Initial Cash Amount being deposited with the Principal Paying Agent and/or being the subject of an Escrow Release Notice delivered to the Escrow Agent) and condition (iv) (Completion in respect of the Sale having occurred). The Issuer anticipates that, promptly after all the Completion Consent Conditions are satisfied, the Completion Consent Documents will be entered into by the parties thereto.
This announcement does not contain all information in relation to the Completion Consent Conditions. Noteholders should read carefully the Consent Solicitation Memorandum as it contains important information regarding the terms, conditions, risk factors and structure relating to the Transaction, which are not fully described in this announcement.
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: 1 October 2026
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.