REG - Nostrum Oil & Gas - Proposed Transaction

Nostrum Oil & GasAnnouncement

Today 11:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260330:nRSd6530Ya&default-theme=true

RNS Number : 6530Y  Nostrum Oil & Gas PLC  30 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

INSIDE INFORMATION

30 March 2026

 

Nostrum Oil & Gas PLC

(a company incorporated under the laws of England & Wales)

Nostrum Oil & Gas PLC (the "Parent") announces in principle agreement with
Ad Hoc Group of holders of US$-denominated senior secured notes due 2026
(ISIN: USN64884AF16; US66978CAF95) (the "SSNs") and US$-denominated senior
unsecured notes due 2026 (ISIN: USN64884AE41; US66978CAD48) (the "SUNs")
issued by Nostrum Oil & Gas Finance B.V. (the "Issuer")

The Parent is pleased to announce that the Parent and the Issuer have reached
an in principle agreement with an ad hoc group of beneficial owners of the
SSNs and the SUNs representing more than 50% of the SSNs and more than 50% of
the SUNs (the "Ad Hoc Group") regarding the key commercial terms for a
proposed extension of the maturity date of the SSNs and the SUNs to 31
December 2030 (as more specifically described the below, the "Proposed
Transaction").

More specifically, the Proposed Transaction contemplates the following:

SSNs

·         an extension of the maturity date of the SSNs from 30 June
2026 to 31 December 2030;

·         an increase in the cash pay interest rate of the SSNs from
5.00% per annum to 5.50% per annum, effective from 1 July 2026;

·         an option for the Issuer to elect to capitalise payments of
interest as determined by the board based on working capital needs, provided
that such election cannot be made in respect of two consecutive interest
periods;

·         an invitation to holders of the SSNs to tender their SSNs
for repurchase in the form of a reverse Dutch auction, subject to a
consideration cap of up to US$30 million (the "Available Consideration"), with
an expected acceptable price range of 40-60c (excluding, for the avoidance of
doubt, accrued and unpaid interest) (the "SSN Offer");

SUNs

·         an extension of the maturity date of the SUNs from 30 June
2026 to 31 December 2030;

·         an increase in the cash pay interest rate of the SUNs from
1.00% to 2.00% per annum, with the removal of the payment-in-kind interest
rate, effective from 1 July 2026;

·         an option for the Issuer to elect to capitalise payments of
interest as determined by the board based on working capital needs, provided
that such election cannot be made in respect of two consecutive interest
periods;

·         as at the date the Proposed Transaction is implemented, any
SUN payment-in-kind interest for each of the interest payment dates falling on
30 June 2025, 31 December 2025 and 30 June 2026, and which has not been
allocated to the principal amount of the SUNs through the clearing system,
shall be deemed to be issued and capitalised;

·         SUNs shall receive the same security as the SSNs on a
second ranking basis;

·         the existing warrants shall expire as at the date the
Proposed Transaction is implemented; and

·         an invitation to holders of the SUNs to tender their SUNs
for repurchase in the form of a reverse Dutch auction, subject to a
consideration cap of the Available Consideration (if any) remaining following
the SSN Offer, with an expected acceptable price range of 16-22c (excluding,
for the avoidance of doubt, accrued and unpaid interest) (together with the
SSN Offer, the "Offers").

The final acceptable price ranges of the Offers are subject to market
conditions and the circumstances of the Parent and its subsidiaries (the
"Group") at the time the Proposed Transaction is implemented. Further updates
in this regard will be issued as appropriate.

The launch of the Proposed Transaction is subject to required additional
regulatory licences related to sanctioned noteholders. The Group is working to
obtain the foregoing as soon as practicable and further updates in this regard
will be provided in due course.

Pending receipt of such additional regulatory licences, the Group does not
expect to be in a position to make any interest payments with respect to the
SSNs and the SUNs. Consent fees will continue to be payable to applicable
non-sanctioned noteholders with respect to interest payments that fall due (if
any) on the same basis as described in the Issuer's consent solicitation
memorandum dated 2 September 2025.

LEI: 2138007VWEP4MM3J8B29

Further information

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

Further enquiries

Nostrum Oil & Gas PLC
 

Yelena Zhuravleva, CFO

ir@nog.co.uk (mailto:ir@nog.co.uk)
 
 

 

TEAM LEWIS (for international
media)
 
 

Galyna Kulachek

+ 44 (0) 20 7802 2664

nostrum@teamlewis.com

 

Notifying person

Thomas Hartnett

Company Secretary

 

About Nostrum Oil & Gas

The Parent 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 the Parent 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 Parent also indirectly 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).

Disclaimer

This announcement is being made by the Parent and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7(1) of UK MAR. For the purposes of UK MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 as it forms part of domestic law in the
United Kingdom by virtue of the EUWA, this announcement is made by Thomas
Hartnett, General Counsel and Company Secretary of the Parent.

Some of the statements in this announcement are forward-looking.
Forward-looking statements include statements regarding the intent, belief and
current expectations of the Group or its officers with respect to various
matters. When used in this announcement, 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 Parent, the Issuer or any other
entity, and readers are cautioned not to place undue reliance on the
forward-looking statements. Save as required by the relevant listing rules and
applicable law, the Parent does not undertake to update or change any
forward-looking statements to reflect events occurring after the date of this
announcement.

Any decision to participate in any consent solicitation and/or tender offer
(including the Offers) referred to in this announcement must be made solely
and exclusively on the basis of the information (including any information
incorporated by reference) in any consent solicitation and tender offer
memorandum (or other equivalent document) to be prepared by the Issuer (the
"Memorandum"). The Memorandum will contain important information which should
be read carefully before any decision is made with respect to any consent
solicitation and/or tender offer (including the Offers).

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFZGFFGGZGVZM



            Copyright 2019 Regulatory News Service, all rights reserved