Sale of Kazakhstan operations, redemption of SSNs

Nostrum Oil & Gas PLC

16 October 2026

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Nostrum Oil & Gas PLC

NOSTRUM COMPLETES SALE OF KAZAKHSTAN OPERATIONS AND REDEEMS SENIOR SECURED NOTES IN FULL

London, 16 October 2026 - Nostrum Oil & Gas PLC (LSE: NOG) (the “Company” and, together with its subsidiaries, the “Group”) today announces completion on 15 October 2026 of the sale of its Kazakhstan operations announced on 17 August 2026 (the “Sale”).

Nostrum Oil & Gas Finance B.V. (the “Seller”) has sold its participating interests in the charter capital of Zhaikmunai LLP and POSITIV Invest LLP, together with its rights under certain related loan agreements, to Altaris Holding Ltd. (“Altaris” or the “Buyer”), an acquisition vehicle incorporated in the Astana International Financial Centre and owned as to 51% by Alturion Holding Limited and 49% by Fincraft Energy Holding Limited.

Total consideration for the Sale at Completion was US$304.6 million Purchase Price as announced on 17 August 2026, subject to post-Completion adjustments.

At Completion, the Group also funded the redemption in full of its Senior Secured Notes due 2026 (“SSNs”), including outstanding principal, accrued and unpaid interest and default interest. No SSNs remain outstanding.

Completion marks the sale of Nostrum's Kazakhstan operating businesses, the end of nearly three decades of the Group's operating presence in Kazakhstan and a major step in its deleveraging and value-realisation process.

Transaction highlights

• Nostrum has completed the Sale announced on 17 August 2026 for consideration of US$304.6 million,  subject to post-Completion adjustments.
• The Group's unrestricted cash balance remains outside of the Sale.
• Save for certain remaining terms of the Sale transaction, there are no material obligations or liabilities remaining between the disposed entities (Zhaikmunai and POSITIV Invest) and the rest of the Group upon completion.
• US$10.0 million of the consideration has been placed in escrow for at least six months in connection with the Seller’s warranties and potential claims under or in connection with the SPA.
• The SSNs have been redeemed in full, including accrued and unpaid interest and default interest.
• Following payment of final accrued interest on the Senior Unsecured Notes due 2026 (“SUNs”), Nostrum Oil & Gas B.V. will purchase US$417,523,273 principal amount SUNs in accordance with the arrangements approved by SUN holders, leaving US$100.0 million principal amount outstanding.
• The cash amount and purchase price for that SUN purchase will be determined by reference to the Group's available cash and cash equivalents after the deductions agreed with SUN holders and will be announced in the coming days.
• The remaining US$100.0 million of SUNs will mature on 31 December 2028 and will bear no interest from the Completion Effective Date.
• The SUN proposals received the required creditor approval, including support from holders representing more than 75% in principal amount of the relevant SUNs.
• Following Completion, Nostrum will proceed with the Managed Wind-Down previously announced.

Viktor Gladun, Chief Executive Officer of Nostrum Oil & Gas PLC, commented:

“Completion of this transaction marks the culmination of nearly three decades of Nostrum’s investment and operations in Kazakhstan, and the beginning of a new chapter for Zhaikmunai and POSITIV Invest under Kazakhstan-based ownership. Since 1997, Nostrum has invested more than US$2.5 billion in the country, developing a substantial oil and gas production and processing business and, importantly, a highly experienced local workforce.

For Nostrum, the transaction represents the successful conclusion of a lengthy strategic sale process, enabling the Group to redeem its Senior Secured Notes in full and substantially reduce its remaining indebtedness. We believe Altaris is well placed to take these businesses forward and continue their contribution to Kazakhstan’s energy sector, employees and local communities.

I would like particularly to thank our employees in Kazakhstan, whose professionalism and commitment have sustained the business throughout this process and over many years.”

Senior Secured Notes

On the Completion Date, Nostrum Oil & Gas Finance B.V. paid to the principal paying agent the outstanding principal amount of the SSNs together with accrued and unpaid interest, including any default interest, to the date fixed for redemption. The SSNs have therefore been redeemed in full and no SSNs remain outstanding.

Senior Unsecured Notes

As previously announced, Nostrum Oil & Gas Finance B.V. will make the final payment of interest on the SUNs for the period from and including 30 June 2026 to but excluding the Completion Effective Date.

Following that payment, Nostrum Oil & Gas B.V. will purchase US$417,523,273 principal amount of SUNs in accordance with the terms approved by SUN holders, leaving US$100,000,000 principal amount outstanding. The cash amount and purchase price will be determined by reference to the cash and cash equivalents available to the Group on the Completion Date and immediate consideration amount received, after taking into account certain deductions for transaction expenses and subsequent Managed Wind Down plan. A further announcement setting out the amount, price and timing of the purchase will follow shortly.

Completion and next steps

Following Completion, the Group will implement the agreed post-Completion accounting and potential adjustments steps with the Buyer, while at the same time implementing due arrangements with its creditors, and will proceed with the orderly Managed Wind-Down of its remaining businesses, assets and liabilities.

Advisors

Rothschild & Co Middle East Limited acted as financial adviser to Nostrum in connection with the Sale. Fieldfisher acted as legal adviser to Nostrum on the transaction, and Akin Gump advised the Group in relation to its capital structure, creditor arrangements and the related consent solicitation.

LEI: 213800SGF6UKA42KSB50

Person Responsible

The person responsible for arranging the release of this announcement on behalf of the Company is Robin Storey, Chief Legal Officer and Company Secretary.

Further Information

For further information please visit www.nostrumoilandgas.com

Further Enquiries

Nostrum Oil & Gas PLC                                          

Yelena Zhuravleva, CFO

[e-mail]

TEAM LEWIS                                                                                        

Galyna Kulachek

+ 44 (0) 20 7802 2664

[e-mail]

About Nostrum Oil & Gas

Nostrum Oil & Gas PLC is a company listed on the London Stock Exchange (ticker symbol: NOG). Following completion of the sale of its Kazakhstan operating businesses, the Group is focused on implementing the agreed post-completion arrangements with creditors and managing its remaining assets and liabilities.

Forward-Looking Statements

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 Group or any other entity, and shareholders of the Group are cautioned not to place undue reliance on the forward-looking statements. Save as required by the relevant listing rules and applicable law, the Group 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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