Nostrum Oil & Gas (LSE:NOG) announced it has completed the sale of its Kazakhstan operations, Zhaikmunai and POSITIV Invest, to Altaris Holding, closing a disposal first announced on 17 August and ending almost three decades of operations in the country.
The London-listed oil and gas group received total consideration of $304.6m at completion, subject to post-completion adjustments, with $10m of that sum placed in escrow for at least six months against warranty claims under the sale agreement.
Altaris, an acquisition vehicle incorporated in the Astana International Financial Centre, is owned 51% by Alturion Holding and 49% by Fincraft Energy Holding Limited.
The deal unwinds a business Nostrum built up over nearly three decades; chief executive Viktor Gladun said the group has invested more than $2.5bn in Kazakhstan since 1997, developing an oil and gas production and processing business and a local workforce.
Nostrum used proceeds at completion to redeem its Senior Secured Notes due 2026 in full, including outstanding principal, accrued and unpaid interest and default interest, leaving none of those notes outstanding. The company's senior secured notes had matured on 30 June without repayment, a default that triggered the sale process and the consent solicitation now moving to completion.
Following a final interest payment on its Senior Unsecured Notes covering the period from 30 June to the completion date, Nostrum Oil & Gas B.V. will purchase $417.52m in principal amount of those notes under terms approved by holders, leaving $100m principal outstanding.
That remaining $100m tranche will mature on 31 December 2028 and will carry no interest from the completion date; the cash amount and purchase price for the buyback will depend on the group's available cash after agreed deductions, with details due in the coming days.
The unsecured note proposals secured support from holders representing more than 75% of the principal amount outstanding.
Nostrum's unrestricted cash balance sits outside the sale, and the company said no material obligations or liabilities remain between the disposed entities and the rest of the group.
"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," Gladun said.
The group will now proceed with the managed wind-down of its remaining businesses, assets and liabilities previously announced alongside the sale, working through post-completion accounting adjustments with Altaris and arrangements with its creditors.
