REG - Nostrum Oil & Gas - Consent solicitation re payment delay on notes

Nostrum Oil & GasAnnouncement

02/09/2025 17:30

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RNS Number : 7203X  Nostrum Oil & Gas PLC  02 September 2025

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

London and the Netherlands, 2 September 2025

 

Consent solicitation relating to payment delay on notes

 Description of Notes                              CUSIP  / ISIN                                              Amount Outstanding
 USD 5.00% Senior Secured Notes due 2026           Reg S: CUSIP: N64884AF1 / ISIN: USN64884AF16               USD $244,372,000

Private Placement: CUSIP: 66978CAF9 / ISIN: US66978CAF95
 USD 1.00%/13.00% Senior Unsecured Notes due 2026  Reg S: CUSIP: N64884AE4 / ISIN: USN64884AE41               USD $428,431,169*

Private Placement: CUSIP: 66978CAD4 / ISIN: US66978CAD48  * pre-allocation of 30 June 2025 payment-in-kind interest, following which
                                                                                                              total would be USD $456,279,196

Consent solicitation relating to payment default

As announced previously, Nostrum Oil & Gas Finance B.V. (the "Issuer"), a
wholly-owned subsidiary of Nostrum Oil & Gas PLC (the "Parent"), was
required by 30 June 2025 to have paid accrued interest in accordance with the
terms and conditions of the Issuer's outstanding notes with ISIN USN64884AF16,
US66978CAF95, USN64884AE41 and US66978CAD48 (the "Notes").  The Notes are
guaranteed by, among other entities, the Parent. As the Issuer did not pay the
due interest in accordance with the terms and conditions of the Notes, such
default has become an "Event of Default" (as defined in the conditions of the
Notes).

The Parent has applied for applicable regulatory licences in order to permit
the payment on the Notes, including payment-in-kind interest, through the
clearing systems.  The regulatory licenses are related to sanctioned
bondholders and/or custodians that are not affiliated with the Parent. The
delay in the interest payments does not reflect any issue of the Parent's or
Issuer's solvency or liquidity. All underlying funds for making the interest
payments are available and secured.

Based on stakeholder feedback, the Issuer will launch a consent solicitation
to waive the Event of Default described above.  Eligible consenting
noteholders voting by the applicable early voting deadline will receive a 0.5%
consent fee with respect to the USD 5.00% Senior Secured Notes due 2026  and
a 0.25% consent fee with respect to the USD 1.00%/13.00% Senior Unsecured
Notes due 2026. Eligible consenting noteholders voting after the applicable
early voting deadline will receive a lower consent fee. The Issuer no longer
intends to make the payment of interest on the Notes outside the clearing
systems and intends to make the payments on receipt of the applicable
regulatory licences.  Further consent fees may be paid in the event that
subsequent interest payments cannot be made on time.

The consent solicitation will be proposed to holders of the Notes by way of
electronic consent and at a noteholder meeting and, if approved, authorised by
an extraordinary resolution of each series of Notes.

As the above authorisations relating to the Notes are Reserved Matters (as
defined in the conditions of the Notes), this requires either approval by 75%
in principal amount of the Notes and/or by 75% of those attending at a quorate
meeting (each series voting separately) with the requisite quorum for passing
Reserved Matters.

Timing

The consent solicitation will be launched imminently and further information
will be provided to noteholders in the customary manner and the information in
this announcement is subject to the full details of the consent solicitation
in all respects. A launch announcement with respect to the consent
solicitation is available on the Parent's website: www.nostrumoilandgas.com
(http://www.nostrumoilandgas.com) and can also be accessed using the link
below.

It is expected that any regulatory license approvals will take a number of
weeks and the relevant approval would be at the discretion of relevant
authorities.

The Parent thanks holders of the Notes for their support and understanding as
it seeks to proactively resolve these third party issues that are delaying the
interest payment due on the Notes.

Download:
https://wp-nostrumoilandgas-new-2020.s3.eu-west-2.amazonaws.com/media/2025/09/Nostrum-Launch-Announcement-2025.pdf
(https://wp-nostrumoilandgas-new-2020.s3.eu-west-2.amazonaws.com/media/2025/09/Nostrum-Launch-Announcement-2025.pdf)

 

LEI: 2138007VWEP4MM3J8B29

 

Further information

For further information please visit www.nostrumoilandgas.com
(http://www.nostrumoilandgas.com)

 

Further enquiries:

Nostrum Oil & Gas PLC

Thomas Hartnett - Chief Legal Officer / Company Secretary

ir@nog.co.uk

 

Instinctif Partners -
UK
 

Galyna Kulachek

+ 44 (0) 207 457 2020

nostrum@instinctif.com (mailto:nostrum@instinctif.com)

 

Notifying person

Thomas Hartnett

Company Secretary

 

 

About Nostrum Oil & Gas

Nostrum Oil & Gas PLC is an independent mixed-asset energy company with
world-class gas processing facilities and 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 document are forward-looking. Forward-looking
statements include statements regarding the intent, belief and current
expectations of the Company or its officers with respect to various matters.
When used in this document, 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 Company or any other entity, and
shareholders of the Company are cautioned not to place undue reliance on the
forward-looking statements. Save as required by the relevant listing rules and
applicable law, the Company does not undertake to update or change any
forward-looking statements to reflect events occurring after the date of this
announcement.

 

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