TIDMVGAS
RNS Number : 2565R
GEM Capital Holdings (CY) Ltd
05 March 2021
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction
(including the united states) where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
.
this announcement contains inside information FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) No . 596/2014. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
5 March 2021
ALL CASH OFFER
for
VOLGA GAS PLC
by
GEM CAPITAL HOLDINGS (CY) LTD
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
On 14 December 2020, GEM Capital Holdings (CY) Ltd ("GEM") made
a cash offer (the "Offer") to acquire the entire issued and to be
issued ordinary share capital of Volga Gas plc ("Volga Gas" or the
"Company"). Under the terms of the Offer, Volga Gas Shareholders
are entitled to receive, for each Volga Gas Share held, 23.71 pence
in cash. The document setting out the full terms of, and Conditions
to, the Offer (the "Offer Document") was posted to Volga Gas
Shareholders on 14 December 2020.
GEM announces that it has now waived the condition regarding the
approval, by the Federal Antimonopoly Service of the Russian
Federation ("FAS Russia"), of the acquisition of control of Volga
Gas or any subsidiary undertaking of Volga Gas by GEM (the "FAS
Condition").
GEM is pleased to announce that all the conditions of the Offer
have now been either satisfied or waived. Accordingly the Offer is
hereby declared unconditional in all respects.
Level of acceptances
GEM is pleased to announce that, as at 1.00 p.m. (London time)
on Thursday, 4 March 2021, valid acceptances of the Offer had been
received in respect of 74,375,582 Volga Gas Shares, representing
approximately 92.02 per cent. of Volga Gas's existing issued
ordinary share capital (excluding Treasury Shares). So far as GEM
is aware, none of these acceptances has been received from persons
acting, or deemed to be acting, in concert with GEM for the
purposes of the Offer.
Prior to the announcement of the Offer, GEM had received
irrevocable undertakings from certain institutional and other major
Volga Gas Shareholders in respect of, in aggregate, 64,710,349
Volga Gas Shares, representing approximately 80.07 per cent. of the
existing issued ordinary share capital of Volga Gas (excluding
Treasury Shares). Valid acceptances have been received in respect
of all the Volga Gas Shares which were the subject of such
irrevocable undertakings and are included in the level of
acceptances detailed above.
Save as disclosed in this announcement, as at the close of
business on 4 March 2021 (being the last Business Day prior to the
date of this announcement), neither GEM nor the GEM Directors, nor
so far as the GEM Directors are aware any other person acting, or
deemed to be acting, in concert with GEM for the purposes of the
Offer, has any interest in relevant securities of Volga Gas, or
holds any right to subscribe for any relevant securities of Volga
Gas, or holds any short positions (whether conditional or absolute
and whether in the money or otherwise), including any short
positions under a derivative, in any relevant securities of Volga
Gas, or is party to any agreement to sell or to deliver any
relevant securities of Volga Gas, or holds any right to require
another person to purchase or take delivery of any relevant
securities of Volga Gas, or has during the Offer Period borrowed or
lent any relevant securities of Volga Gas.
Settlement of consideration
Settlement of the consideration to which any Volga Gas
Shareholder is entitled under the Offer is expected to be
dispatched (or credited through CREST) to validly accepting Volga
Gas Shareholders: (i) in the case of acceptances received, complete
in all respects, on or before the date of this announcement, by 18
March 2021; or (ii) in the case of acceptances received, complete
in all respects, after the date of this announcement but while the
Offer remains open for acceptance, within 14 days of such receipt,
and in either case in the manner described in paragraph 13 of the
letter from GEM to Volga Gas Shareholders set out in Part II of the
Offer Document.
Cancellation of admission to trading on AIM, compulsory
acquisition and re-registration
Since GEM has received acceptances under the Offer in respect of
not less than 90 per cent. of the Volga Gas Shares, and the voting
rights attaching to such shares, to which the Offer relates and the
Offer has now been declared wholly unconditional, GEM intends to
exercise its rights pursuant to the provisions of Chapter 3 of Part
28 of the Companies Act 2006 to acquire compulsorily the remaining
Volga Gas Shares, in respect of which the Offer has not been
accepted, on the same terms as the Offer. A further announcement
will be made in relation to the despatch of compulsory acquisition
notices in due course.
Further, as stated in the Offer Document, GEM confirms that,
since the Offer has now been declared unconditional in all respects
and GEM has, by virtue of acceptances of the Offer acquired, or
agreed to acquire, Volga Gas Shares that represent not less than 75
per cent. of the voting rights attaching to the Volga Gas Shares,
it intends to take steps to procure, as soon as practicable, the
making of an application by Volga Gas to London Stock Exchange for
the cancellation of the admission of Volga Gas to trading on AIM. A
further announcement will be made, by the Company, giving at least
20 Business Days' notice prior to such cancellation. It is also
intended that, after the cancellation of admission to trading on
AIM of Volga Gas Shares, Volga Gas will be re-registered as a
private limited company under the relevant provisions of the
Companies Act 2006.
Volga Gas Shareholders who have not accepted the Offer are
strongly encouraged to accept the Offer, as the cancellation of
admission to trading of Volga Gas Shares on AIM will significantly
reduce the liquidity and marketability of any Volga Gas Shares in
respect of which the Offer has not been accepted at that time.
Further acceptance of the Offer
The Offer will remain open for acceptance until further notice.
GEM will give not less than 14 days' notice in writing to Volga Gas
Shareholders who have not accepted the Offer that the Offer will
remain open for such period, before closing it.
Full details of the procedure for accepting the Offer are set
out in paragraph 12 of the letter from GEM to Volga Gas
Shareholders set out in Part II of the Offer Document and are
summarised below.
Volga Gas Shareholders who wish to accept the Offer, but who
have not yet done so, in respect of Volga Gas Shares held in
certificated form (that is, not in CREST) must complete and sign
the Form of Acceptance, in accordance with the instructions printed
on it and contained in paragraph 12 of the letter from GEM to Volga
Gas Shareholders set out in Part II of the Offer Document, and
return it (along with any appropriate share certificate(s) and/or
other document(s) of title), by post or hand, to the Receiving
Agent at Link Group, Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU, as soon as possible.
Volga Gas Shareholders who wish to accept the Offer, but who
have not yet done so, in respect of Volga Gas Shares held in
uncertificated form (that is, in CREST) should follow the procedure
for Electronic Acceptance through CREST in accordance with the
instructions contained in paragraph 12 of the letter from GEM to
Volga Gas Shareholders set out in Part II of the Offer Document so
that a TTE Instruction settles as soon as possible. Volga Gas
Shareholders who hold their Volga Gas Shares as a CREST sponsored
member should refer to their CREST sponsor, as only their CREST
sponsor will be able to send the necessary TTE instruction to
Euroclear.
Subject to certain restrictions relating to persons in any
Restricted Jurisdiction, copies of the Offer Document and
additional Forms of Acceptance can be obtained, free of charge, by
contacting Link Group on telephone number 0371 664 0321 from within
the UK, or +44 (0) 371 664 0321 if calling from outside the UK.
Calls are charged at network providers' standard rates and may be
included within a plan but will vary by provider. Calls to the
helpline from outside the UK will be charged at applicable
international rates. Lines are open between 9.00 a.m. and 5.30 p.m.
(London time) Monday to Friday, excluding public holidays in
England and Wales. Please note that Link Group cannot provide
advice on the merits of the Offer nor give any financial, tax,
investment or legal advice and calls may be recorded and randomly
monitored for security and training purposes.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
Enquiries:
GEM Capital Holdings (CY) Ltd
Thomas Keane, Director +357 252 62622
Strand Hanson Limited
(Financial Adviser to GEM)
Stuart Faulkner
Rory Murphy
Matthew Chandler
James Dance
Jack Botros +44 (0) 20 7409 3494
Volga Gas plc
Andrey Zozulya, Chief Executive Officer +7 (903) 385 9889
Vadim Son, Chief Financial Officer +7 (905) 381 4377
Tony Alves, Investor Relations Consultant +44 (0) 7824 884 342
Renaissance Capital - Financial Consultant
Limited
(Financial Adviser to Volga Gas) +7 (916) 678 3214
Sergey Sedov +7 (499) 956 4060
Auctus Advisors LLP
(Rule 3 Adviser to Volga Gas)
Jonathan Wright +44 (0) 7711 627 449
SP Angel Corporate Finance LLP
(Nominated Adviser and Broker to Volga Gas)
Richard Morrison, Richard Hail, Adam Cowl +44 (0) 20 3470 0470
FTI Consulting
(Financial PR Adviser to Volga Gas)
Alex Beagley, Fern Duncan +44 (0) 20 3727 1000
Important Notice
Strand Hanson Limited ("Strand Hanson"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to GEM and no-one else
in connection with the Offer and other matters described in this
announcement and will not be responsible to anyone other than GEM
for providing the protections afforded to clients of Strand Hanson
nor for providing advice in relation to the Offer, the contents of
this announcement or any other matter referred to herein. Neither
Strand Hanson nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Strand
Hanson in connection with this announcement, any statement
contained herein or otherwise.
Renaissance Capital - Financial Consultant Limited ("Renaissance
Capital") is an affiliate of Renaissance Capital Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Renaissance Capital is acting exclusively as
financial adviser to Volga Gas and no-one else in connection with
the Offer and other matters described in this announcement and will
not be responsible to anyone other than Volga Gas for providing the
protections afforded to clients of Renaissance Capital nor for
providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to in herein. Neither
Renaissance Capital nor any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Renaissance Capital in connection with this announcement, any
statement contained herein or otherwise.
Auctus Advisors LLP ("Auctus") is an authorised representative
of Tamesis Partners LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority. Auctus is acting
exclusively as Rule 3 adviser to Volga Gas and no-one else in
connection with the Offer and other matters described in this
announcement and will not be responsible to anyone other than Volga
Gas for providing the protections afforded to clients of Auctus nor
for providing advice in relation to the Offer, the contents of this
announcement or any other matter referred to herein. Neither Auctus
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Auctus in connection with this
announcement, any statement contained herein or otherwise.
SP Angel Corporate Finance LLP ("SP Angel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as nominated adviser and broker to
Volga Gas and no-one else in connection with the Offer and other
matters described in this announcement and will not be responsible
to anyone other than Volga Gas for providing the protections
afforded to clients of SP Angel nor for providing advice in
relation to the Offer, the contents of this announcement or any
other matter referred to herein. Neither SP Angel nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of SP Angel in connection with this
announcement, any statement contained herein or otherwise.
VOLGA GAS SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT
CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN
OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY
JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY
BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND
CONDITIONS OF THE OFFER, AND IN THE CASE OF VOLGA GAS SHARES HELD
IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN
RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE
INFORMATION CONTAINED IN THE OFFER DOCUMENT.
Overseas jurisdictions
The availability of the Offer and the release, publication and
distribution of this announcement in jurisdictions other than the
United Kingdom may be restricted by the laws of those jurisdictions
and therefore persons who are not resident in the United Kingdom
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of the
relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of
complying with English law, the Code and the AIM Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and regulations of jurisdictions outside the United
Kingdom.
The Offer is being implemented in accordance with applicable
English law and is subject to the applicable requirements of the
Code, the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Panel and the rules of the London
Stock Exchange (including the AIM Rules).
Unless otherwise determined by GEM or required by the Code, and
permitted by applicable law and regulation, the Offer is not being
made available directly or indirectly, in, into or from a
Restricted Jurisdiction or any other jurisdiction where to do so
would violate the laws in that jurisdiction and no person may
accept the Offer from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction. Accordingly, copies of this announcement, the
Offer Document, the Form of Acceptance and all other documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction unless otherwise
determined by GEM and as permitted by applicable law, and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in, into or from any Restricted Jurisdiction. All persons
receiving this announcement (including, without limitation,
custodians, nominees and trustees) should observe these
restrictions and any applicable legal or regulatory requirements of
their jurisdiction and must not mail or otherwise forward, send or
distribute this announcement in, into or from any Restricted
Jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Further details in relation to Overseas Shareholders are set out
in the Offer Document.
Publication on a website and availability of hard copies
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Volga Gas's website at
www.volgagas.com and on GEM's website at www.gem.capital by no
later than 12.00 noon (London time) on the Business Day following
this announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks on such website is incorporated into, or forms part of,
this announcement.
Volga Gas Shareholders may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) free of charge by contacting the Receiving Agent,
Link Group, on 0371 664 0321 from within the UK or +44 (0) 371 664
0321 if calling from outside the UK between 9.00 a.m. to 5.30 p.m.,
Monday to Friday (except public holidays in England and Wales) or
by submitting a request in writing to the Receiving Agent at Link
Group, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU . Volga Gas Shareholders may also request
that all future documents, announcements and information to be sent
to them in relation to the Offer should be in hard copy form. If
you have received this announcement in electronic form, hard copies
of this announcement and any document or information incorporated
by reference into this announcement will not be provided unless
such a request is made.
END
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OUPFFFSIVVISIIL
(END) Dow Jones Newswires
March 05, 2021 02:00 ET (07:00 GMT)
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