TIDMVGAS
RNS Number : 2575R
Volga Gas PLC
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 ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION WITHDRAWL ACT 2018. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN .
For immediate release
5 March 2021
VOLGA GAS PLC
UPDATED RECOMMATION BY VOLGA GAS PLC
REGARDING OFFER BY GEM CAPITAL HOLDINGS (CY) LTD
ACCEPTANCE OF OFFER BY DIRECTORS OF VOLGA GAS PLC
The Board of Volga Gas plc ("Volga Gas" or the "Company") notes
that the cash offer (the "Offer") made by GEM Capital Holdings (CY)
Ltd ("GEM") to acquire the entire issued and to be issued ordinary
share capital of Volga Gas has been declared wholly unconditional
as of this morning.
GEM has received valid acceptances in respect of 74,375,582
Volga Gas Shares, representing approximately 92.02 per cent of the
existing issued share capital of Volga Gas (excluding Treasury
Shares) and the Board of Volga Gas notes GEM's stated intention
both (a) to procure that Volga Gas makes an application to the
London Stock Exchange for the cancellation of the admission of
Volga Gas Shares to trading on AIM and (b) to commence the
procedure pursuant to Chapter 3 of Part 28 of the Companies Act
2006 to compulsorily acquire the remaining Volga Gas Shares in
respect of which the Offer is not accepted on the same terms as the
Offer.
Given that the Offer is now wholly unconditional, the Board of
Volga Gas recommends that Volga Gas Shareholders who have not yet
accepted the Offer now do so promptly.
Those Volga Gas Shareholders who accept the Offer will receive
their consideration for their Volga Gas Shares at an earlier date
than they would as part of the compulsory acquisition procedure
referred to above.
The procedure for acceptance of the Offer is set out in the
Offer Document dated 14 December 2020.
GEM has announced that the Offer will remain open until further
notice and that not less than 14 calendar days' notice will be
given in respect of the closure of the Offer.
Each of the directors of Volga Gas who currently hold or control
Volga Gas Shares have decided to accept the Offer in respect of
their own beneficial holdings.
If you are a Volga Gas Shareholder and are in any doubt as to
the action you should take, you are recommended to seek your own
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant, fund manager or other appropriate
independent financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the Offer Document.
Enquiries:
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
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 INTED 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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END
MSCDKQBDDBKBBNK
(END) Dow Jones Newswires
March 05, 2021 02:01 ET (07:01 GMT)
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