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30 Mar 2026 11:38
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
Further enquiries
Nostrum Oil & Gas PLC
Yelena Zhuravleva, CFO
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).
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