REG - Nostrum Oil & Gas - Update: delayed interest payments,proposed actions

Nostrum Oil & GasAnnouncement

22/07/2025 15:45

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RNS Number : 1110S  Nostrum Oil & Gas PLC  22 July 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, 22 July 2025

 

 

Update relating to delayed interest payments and proposed actions to
facilitate payment

 

 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 $456,279,196*

Private Placement: CUSIP: 66978CAD4 / ISIN: US66978CAD48  * assumes allocation of 30 June 2025 payment-in-kind interest

Payment delay

As announced on 10 July 2025, Nostrum Oil & Gas Finance B.V. (the
"Issuer"), a wholly-owned subsidiary of Nostrum Oil & Gas PLC (the
"Parent"), was required by June 30, 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. The
Issuer hereby notifies that, as of 22 July 2025, it has not paid the due
interest in accordance with the terms and conditions of the Notes.

The delay continues to be a result of a payment administration issue which
currently does not permit the Issuer to make a payment on the Notes, including
payment-in-kind interest, through the clearing systems without additional
regulatory licenses 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.

Proactive assessment of options

The Parent has been proactively assessing options to facilitate a payment to
holders of the Notes as soon as possible in compliance with all applicable
rules and regulations. In order to facilitate a positive outcome for holders
of the Notes, the Parent intends to seek applicable regulatory licenses and in
the meantime the Issuer intends to launch a consent solicitation in relation
to the Notes primarily to:

(i)         Permit payments of interest on the Notes outside of the
clearing systems, to the extent this can be implemented under applicable laws;

(ii)         Waive any default or event of default that may have
occurred or may occur due to the delayed payment of interest on the Notes.

Any 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", 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

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

The Issuer intends to launch a noteholder meeting as soon as practicable, with
notice being required for at least 21 days for an initial meeting, and a
subsequent 7 days for an adjourned meeting.  This may be shortened to the
extent 75% in principal amount of the Notes (each series voting separately)
approve the terms of the extraordinary resolution relating to each series of
Notes.

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.

 

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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