MOL Takes 56% of NIS as OFAC License Nears Expiry

The operating license that the US Treasury’s OFAC granted to NIS expires on July 31, 2026, exactly seven days from today, and that deadline sets the tempo of one of the largest ownership shifts in Serbian energy. Without an extension or a formal closing of the transaction by that date, the whole schedule of the next steps slides into uncertainty, and the ones who feel it most are the tens of thousands of small shareholders who hold the remaining stakes in the company.

The core of the deal is a binding framework agreement under which Hungary’s MOL buys 56.15 percent of NIS from Gazprom Neft, moving the Russian owner out of the majority position it had held since 2009. That transfers the controlling stake in the country’s largest energy system, and with it the strategic direction of the Pancevo refinery and the retail network.

Who takes control, and who waits for the buyout

MOL is at the same time negotiating with the national oil company of the United Arab Emirates, ADNOK, over its entry into the ownership structure as a minority shareholder. The key condition in those talks is that MOL keeps the majority and management rights, which means the Emirati capital comes in as a financial and strategic partner rather than as the party running the company. For NIS this is a move from a single state owner, the Russian one, to a combination of a regional oil player and a Gulf fund.

For small shareholders, however, nothing happens until the main transaction formally closes. The mandatory offer to buy out the remaining shares arrives only after OFAC clearance and the legal completion of the deal, because taking over the controlling stake triggers, under the takeover law, the new majority owner’s duty to offer everyone else an exit on the same terms. The order is clear: first the regulatory approval, then the closing, then the offer.

Market estimates put the buyout price in a range of 700 to 1,000 dinars per share, which is the most concrete figure in the whole story for holders of small packages. This is an estimate, not a published offer, and the final number depends on the valuation methodology and the terms the regulator approves. Until then, every figure stays indicative.

What can small shareholders expect?

The most important point for those holding NIS shares is that no one can force them to sell at this stage. A squeeze-out, the mechanism by which a majority owner can buy out even the shares of those who do not wish to sell, is possible only once a single owner crosses the 90 percent threshold. Until that threshold is reached, selling is a right, not an obligation, and a shareholder can wait, assess the offer when it arrives, and only then decide.

The shift of ownership from Russian to Hungarian and Emirati hands also changes Serbia’s position toward the sanctions regime, because it was precisely the Russian ownership that put NIS on the OFAC list in the first place. If the transaction closes on time, the sanctions pressure on the refinery’s supply and operations eases, and if the deadline is missed without a solution, a new round of uncertainty around the license opens up.

The next date all sides are watching is July 31: either a formal closing with regulatory approval, or a fresh extension of the license. Until then, small shareholders remain in the waiting room, with a price estimate but no official offer. As a holder of NIS shares, would you accept a buyout in the announced range, or would you wait for the final terms of the offer?