Two Weeks to NIS Deadline: MOL Takes Majority, ADNOK Joins
Roughly two weeks remain before the OFAC license for NIS expires on July 31. MOL is negotiating to buy a 56.15 percent stake for about 1.4 billion euros, with ADNOK entering as a minority co-owner.
- The operating license OFAC issued for NIS runs until July 31, 2026, leaving roughly two weeks before it expires.
- MOL is negotiating to buy a 56.15 percent Russian stake in NIS, in a transaction valued at about 1.4 billion euros.
- The Emirati company ADNOK would enter the ownership structure as a minority co-owner, while MOL keeps its majority and management rights.
- Through a shareholder agreement, Serbia secured an additional 5 percent of shares and the operation of the Pancevo refinery for the next ten years.
The operating license the U.S. Office of Foreign Assets Control (OFAC) issued for Serbia’s oil company, NIS, runs until July 31, 2026, which means roughly two weeks remain before it expires. Unlike earlier reports about deadline extensions and fees, the focus now shifts to the ownership structure: who will take control of a company whose operations depend on American consent, and on what terms.
Hungary’s MOL is negotiating to buy a 56.15 percent stake in NIS, the portion until now held by Russian owners. The transaction is valued at about 1.4 billion euros. It is a controlling block that would give the Hungarian company a majority, but also the obligation to take over management under the pressure of a deadline and a sanctions regime.
Who is entering NIS ownership?
The new development compared with the process so far is the entry of the Emirati company ADNOK into the ownership structure. Under the negotiating arrangement, ADNOK would join NIS as a minority co-owner, while MOL keeps the majority and management rights. That split means operating decisions would stay with the Hungarian side, with Emirati capital acting as a financial partner rather than a controller of the business.
On the other side of the table, Russia’s Gazprom Neft has said it needs more time to complete the sale negotiations. That statement adds uncertainty to the math, because the July 31 deadline does not move to match the pace of talks. If the sale is not formally closed before the license lapses, it raises the question of the terms under which NIS could keep operating at all.
Serbia, meanwhile, secured an additional 5 percent of shares through a shareholder agreement, strengthening its position in the company. The same agreement also secured the operation of the Pancevo refinery for the next ten years, a key point for domestic supply of petroleum products. The Pancevo refinery is the only facility of its kind in the country, and any shutdown would have direct consequences for the fuel market.
What awaits tens of thousands of small shareholders?
Beyond the state and the major negotiators, NIS has an ownership layer that is rarely mentioned: tens of thousands of small shareholders. They view the change of the controlling block through one concrete right, the mandatory offer. Under capital market rules, a buyer who acquires a controlling stake is required to offer minority shareholders a buyout of their shares.
That mandatory offer, however, can be published only after the transaction formally closes and OFAC gives its consent. In other words, small shareholders cannot know the exit terms until the dust settles around the majority block. Their position depends on a sequence of steps that is not yet complete: first the sale of the Russian stake, then the American regulator’s consent, and only then the offer.
The countdown to July 31 thus links three levels: the geopolitics of sanctions, corporate control, and the small holdings of citizens who kept their shares for years. Will the sale close in time, or does another license extension await right before the deadline?
