VGAS.L Regulatory News (VGAS)

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 RECOMMENDATION 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:

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 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.

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