Nostrum Oil & Gas Finance Secures Noteholder Approval to Advance Debt Restructuring and Tender Offer

Noteholder Meetings Secure Consent for Dual Note Series Debt Restructuring

On 20 July 2026, Nostrum Oil & Gas Finance B.V. convened separate noteholder meetings at Akin Gump LLP’s London offices to obtain approval for key debt restructuring resolutions involving two note series: the U.S.$250 million 5.00% Senior Secured Notes due 2026 and the U.S.$345.078 million 1.00%/13.00% Senior Unsecured Notes due 2026. At the initial consent solicitation announcement on 26 June 2026, the Senior Secured Notes had a principal outstanding of U.S.$244.372 million, reflecting cancellation of unclaimed securities, while the Senior Unsecured Notes stood at U.S.$517.523 million, incorporating unclaimed security cancellations and capitalised payment-in-kind interest.

Both meetings achieved the required quorum and passed all proposed resolutions, satisfying the Eligibility Condition (General) and concluding Warrant Director-related consent conditions. This milestone advances Nostrum’s efforts to manage complex debt structures amid operational and regulatory challenges in Kazakhstan.

Tender Offer to Launch Following Consent Approval

With formal noteholder approval secured, Nostrum Oil & Gas Finance B.V. confirmed plans to launch a tender offer promptly, subject to customary commercial and operational factors. Detailed terms, conditions, risk factors, and structure will be provided in a separate Tender Offer Memorandum for eligible noteholders. The company stresses the importance of thorough review of tender offer documents prior to participation decisions, highlighting the restructuring’s significance and financial implications.

While most Consent Documents have been executed and are effective, certain agreements, including New Shared Security Documents, remain conditional on further consent conditions. Nostrum commits to updating stakeholders on these conditions, security document execution, and consent fee payments, balancing management flexibility with transparent creditor communication.

Core Operations Anchored by Chinarevskoye and Stepnoy Leopard Assets

Nostrum Oil & Gas PLC operates primarily in north-west Kazakhstan, with its main producing asset being the Chinarevskoye field, managed through wholly owned Zhaikmunai LLP, which holds exclusive subsoil rights. Additionally, Nostrum holds an 80% interest in Positiv Invest LLP, operator of the Stepnoy Leopard fields in West Kazakhstan. This asset base combines established production with development potential but remains subject to Kazakhstan’s regulatory, fiscal, and geopolitical environment.

The company operates gas processing facilities and an export hub serving regional and international markets. While Kazakhstan offers geological advantages, the geographic concentration exposes Nostrum to policy shifts, taxation changes, and state relations impacting many regional energy firms.

Withholding Tax Disputes Influence Strategic Review

The debt restructuring is closely linked to ongoing withholding tax cases in Kazakhstan affecting Nostrum. Management describes the successful meeting outcomes as providing "a stable platform while it contests the ongoing withholding tax cases in Kazakhstan and while the related Applicable Kazakh Restrictions subsist." These restrictions may limit strategic options, underscoring the importance of financial restructuring and balance sheet optimisation amid tax uncertainties.

Resolving these tax disputes remains a priority. During the period of restrictions, management intends to evaluate broader strategic alternatives. This suggests current constraints may be temporary, with the consent process positioning the company to act decisively once tax issues are clarified or restrictions lifted. Outcomes of these disputes could materially impact Nostrum’s financial health and strategic flexibility.

Exploring Strategic Alternatives Including Monetisation and Refinancing

Management confirmed that the consent approval enables assessment of broader strategic options such as asset monetisation, refinancing, and evaluating the long-term value of Nostrum’s asset portfolio. Potential monetisation could involve asset sales, joint ventures, or farm-downs aimed at value realisation or leverage reduction. Refinancing may include renegotiating debt terms or sourcing alternative capital to enhance medium-term sustainability.

The reference to evaluating the group’s asset base suggests openness to reviewing ownership, operation, or development strategies for the Chinarevskoye and Stepnoy Leopard fields. The timing amid tax disputes implies readiness to implement strategic initiatives swiftly once constraints ease. Investors should monitor updates on tax dispute resolutions and strategic decisions.

Senior Secured Notes Overview and Outstanding Balances

The Senior Secured Notes consist of a U.S.$250 million facility with a 5.00% fixed coupon maturing in 2026. Outstanding principal stood at U.S.$244.372 million at announcement, reflecting cancellation of unclaimed securities. These notes hold a senior secured position with security interests over group assets or cash flows, granting priority claims in enforcement or insolvency scenarios. The slight principal reduction indicates limited redemption or cancellation before consent solicitation.

Issued under Reg S and Private Placement CUSIPs and ISINs, the notes target qualified institutional and accredited investors. The fixed coupon and near-term maturity underscore the urgency for refinancing or restructuring, contextualising the consent solicitation and forthcoming tender offer. Security interests depend on documentation executed during the consent process and New Shared Security Documents.

Senior Unsecured Notes and Payment-in-Kind Interest Accruals

The Senior Unsecured Notes originally issued at U.S.$345.078 million feature a 1.00%/13.00% coupon structure and mature in 2026. Outstanding principal increased to U.S.$517.523 million due to payment-in-kind (PIK) interest accruals, where interest is capitalised rather than paid in cash. PIK provisions help conserve cash in leveraged or distressed contexts while enhancing noteholder recovery potential.

Unsecured notes rank below Senior Secured Notes and lack specific security interests, bearing higher recovery risk but potential upside if strategic plans succeed. The combined low cash coupon and high PIK rate reflect elevated risk and the company’s intent to reduce cash interest amid withholding tax and operational challenges. The dual tranche structure caters to diverse investor risk profiles.

Warrant Director Resignation and Consent Document Execution

The Supplemental Warrant Instrument was executed and became effective, resulting in the Warrant Director’s resignation. Warrants typically grant equity upside or contingent ownership rights to noteholders, with the Warrant Director overseeing these provisions. This resolution removes a potential source of complexity in the restructuring.

Other Consent Documents have been executed but remain conditional on additional Consent Conditions (General). The New Shared Security Documents are yet to be executed, with the company committed to updating stakeholders on their status. This phased approach allows simultaneous progress on multiple fronts while maintaining transparency with creditors.

London Stock Exchange Listing and Investor Relations

Nostrum Oil & Gas PLC is listed on the London Stock Exchange under ticker NOG, subject to UK FCA regulation and Listing Rules disclosure. The consent solicitation involves significant corporate developments reported via RNS and may trigger further disclosures affecting equity shareholders. Both equity and debt investors should watch for material updates as strategic alternatives evolve and consent conditions are met.

Yelena Zhuravleva, CFO, serves as primary contact for investor inquiries, supported by public relations firm TEAM LEWIS. GLAS Trust Company LLC acts as Information and Tabulation Agent, managing documentation and communications. Additional information is available at www.nostrumoilandgas.com. This multi-channel communication strategy addresses the complexity of the restructuring and maintains clear dialogue with creditors.

Regulatory Distribution Restrictions and Forward-Looking Statements

The announcement includes standard restrictions limiting distribution to U.S. persons other than qualified institutional buyers and accredited investors holding existing notes, reflecting private placement regulations. These do not affect the restructuring mechanics but may limit communications in certain jurisdictions. Forward-looking statements disclaimers highlight risks and uncertainties that could cause actual results to differ materially from expectations.

Shareholders and noteholders are cautioned against undue reliance on projections regarding strategic alternatives, refinancing, asset valuations, or tax dispute outcomes. The company does not commit to updating forward-looking statements except as required by law. This prudent language reflects volatility in energy markets, Kazakhstan’s regulatory landscape, and uncertainties in tax litigation and strategic planning. Investors should treat all timelines and outcomes as subject to change.