Proposed LSE Listing Cancellation and Delisting
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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
29 October 2026
Nostrum Oil & Gas PLC
(incorporated under the laws of England and Wales)
INTENDED CANCELLATION OF LISTING AND PROPOSED DELISTING FROM THE LONDON STOCK EXCHANGE
Nostrum Oil & Gas PLC (the "Company", and together with its subsidiaries, the "Group") announces its intention to cancel: (i) the listing of the Company’s ordinary shares (the "Shares") on the equity shares (transition) category of the Official List of the Financial Conduct Authority (the "FCA"); and (ii) the admission to trading of the Shares on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") (together, the "Cancellation").
Background to and reasons for the Cancellation
On 17 August 2026, the Company announced that its indirect subsidiary, Nostrum Oil & Gas Finance B.V. (the "Seller"), had entered into a sale and purchase agreement to sell 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. (the "Sale"). On 1 October 2026, the Seller announced that the extraordinary resolution of the holders of its Senior Unsecured Notes due 2026 in connection with the Sale had been duly passed as a resolution in writing. As announced by the Company on 16 October 2026, completion of the Sale occurred on 15 October 2026.
As previously announced, following completion of the Sale the Group no longer owns an operating business, and the Group intends, as soon as reasonably practicable, to pursue a managed wind-down of the Group’s business and an orderly, solvent liquidation or dissolution of each member of the Group (the "Managed Wind-Down"). The Group does not currently expect that residual proceeds available for distribution to shareholders of the Company will be material, if any, although it does not rule out the possibility of a final distribution to shareholders at the end of the Managed Wind-Down.
In light of the above, the Board of Directors of the Company has concluded that the continued listing of the Shares is no longer in the best interests of the Company and its stakeholders as a whole.
Process for the Cancellation
As a company listed in the equity shares (transition) category, the Company is not required to obtain the approval of its shareholders for the Cancellation but is required under UKLR 21.2.17R to give at least 20 business days’ notice of the intended Cancellation. This announcement constitutes such notice.
Accordingly, the Company has requested that: (i) the FCA cancel the listing of the Shares on the Official List of the FCA; and (ii) the London Stock Exchange cancel the admission to trading of the Shares on the Main Market for listed securities of the London Stock Exchange.
It is anticipated that the Cancellation will become effective from 8:00 a.m. (London time) on 30 November 2026.
Investors holding Shares following the Cancellation will remain shareholders of the Company and continue to be entitled to exercise all the rights attached to the Shares.
Shareholders may continue to trade their Shares on the Main Market until the close of business on 27 November 2026, being the last day of dealings in the Shares. Following the Cancellation, it will not be possible to trade the Shares on the Main Market or any other public market, and it is not currently intended that the Shares will be admitted to trading on any other trading venue. Any transfer of Shares after the Cancellation would need to be arranged privately between the transferor and transferee and registered with the Company’s registrar.
Principal effects of the Cancellation
The principal effects of the Cancellation will be that:
- there will no longer be a formal market mechanism enabling shareholders to trade their Shares;
- the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on the London Stock Exchange will no longer apply;
- shareholders will no longer be afforded the protections given by the UK Listing Rules, such as the requirement to be notified of certain material developments or events (including substantial transactions, financing transactions, related party transactions and certain acquisitions and disposals) and the separate requirement to seek shareholder approval for certain other corporate events such as reverse takeovers or fundamental changes in the Company's business;
- shareholders will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules; and
- the Company will no longer be subject to the provisions of the UK Market Abuse Regulation regulating inside information and other matters.
The Company will, at least in the short term, remain a public limited company. The provisions of the Takeover Code will continue to apply to the Company.
The Company’s register of members will continue to be maintained by MUFG Corporate Markets (the "Registrar") following the Cancellation. Existing share certificates and CREST holdings will remain valid evidence of title to the Shares. Shareholders (including personal representatives of deceased shareholders) with queries regarding their holdings, the registration of transfers or transmissions of Shares, or the issue of holding confirmations should contact the Registrar by emailing shareholderenquiries@cm.mpm.mufg.com or by calling 0371 664 0300.
The Cancellation will not of itself give rise to a disposal of Shares for UK tax purposes. Shareholders who consider that the value of their Shares has become negligible may be able to make a negligible value claim to crystallise a capital loss, subject to the applicable conditions. This announcement does not constitute tax advice, and shareholders who are in any doubt about their tax position should consult an appropriate independent professional adviser.
LEI of Nostrum Oil & Gas PLC: 2138007VWEP4MM3J8B29
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.
For further information please visit www.nostrumoilandgas.com
Further Enquiries
Yelena Zhuravleva, CFO
Galyna Kulachek
+44 (0) 20 7802 2664
About Nostrum Oil & Gas
Nostrum Oil & Gas PLC was, prior to completion of the Sale, an independent energy company with gas processing infrastructure and an export hub in north-west Kazakhstan. Its shares are listed on the London Stock Exchange (ticker symbol: NOG).
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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