VGAS.L Regulatory News (VGAS)

25 Apr 2007 08:23

Volga Gas PLC25 April 2007 25 April, 2007 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, RUSSIA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE REPUBLIC OF IRELAND VOLGA GAS PLC ADMISSION AND COMMENCEMENT OF UNCONDITIONAL DEALINGS ON AIM Volga Gas plc (the "Company" or "Volga Gas"), an independent gas exploration andproduction company, which currently holds three subsoil licences in the Volgaregion of European Russia, is pleased to announce that its ordinary shares havebeen admitted to trading on AIM ("AIM"), a market operated by the London StockExchange plc. Unconditional dealings in the shares commenced today at 08.00 a.m.under the ticker symbol VGAS. Volga Gas has completed the placing of 20,833,333 newly issued ordinary shares("Placing") representing approximately 40.3 per cent. of the Company's issuedshare capital after giving effect to the Placing. The placing price was set atUS$6.00 (£3) per share (the "Placing Price"), which implies a marketcapitalisation of US$310.17 million (£155.06 million) following the Placing. The Company has raised an amount, net of fees and expenses, equal toapproximately US$116.5 million (£58.24 million). The shares have been placedwith qualified investors following an international roadshow outside Russia andoutside the United States in reliance on Regulation S. The Placing wasoversubscribed. Renaissance Securities (Cyprus) Limited is acting as Sole Global Coordinator,Bookrunner and Joint Lead Manager, Renaissance Capital Limited is acting asJoint Broker, and KBC Peel Hunt Ltd is acting as Nominated Adviser, Joint LeadManager and Joint Broker. KBC Peel Hunt Ltd has been granted an over-allotment option exercisable at thePlacing Price within 30 days after the date of Admission, in the amount of up to1,666,667 additional shares (representing 8 per cent. of the size of thePlacing), for the purposes of covering over-allotments in relation tostabilisation activities in connection with the Placing. Commenting on the Admission and the Placing, the Company's CEO Mikhail Ivanovsaid: "We are pleased to be admitted to AIM, and look forward to using the funds wehave raised to develop our existing gas fields and pursue other potentialopportunities that will create value for our shareholders." For additional information please contact: Financial DynamicsJonathon Brill +44 (0)20 7269 7170 Billy Clegg +44 (0)20 7269 7157 Ekaterina Alferova +44 (0)20 7269 7257 KBC Peel Hunt (Nominated Adviser) +44 (0)20 7418 8900Jonathan Marren Alina Savych Notes to editors: Volga Gas plc is a company which is principally focused on the exploration,development and production of gas and condensate in the Volga region of EuropeanRussia. The Company has three subsoil licences in the Saratov and Volgogradregions, which it aims to bring into production to take advantage of increasingRussian domestic gas pricing and demand. Each of the Company's Licence Areas is located close to pipelines and otherinfrastructure and to major centres of demand in European Russia. The Karpenskiyand Pre-Caspian Licence Areas are situated on the northern edge of the NorthCaspian Basin in the Saratov region and cover approximately 4,180km(2) and1,437km(2), respectively. The Vostochny-Makarovskoye Licence Area coversapproximately 18km(2) and is situated in the Volgograd region. It containsproved and probable reserves of 7.2bcm (approximately 42.4mmBOE) of gas and18,892mbbls of condensate and also possible reserves of 11.1bcm (approximately65.3mmBOE) of gas and 33,391mbbls of condensate. The Company intends to bringthe Vostochny-Makarovskoye field into production before the end of 2008. Legal Notice The contents of this announcement are the sole responsibility of the Company.KBC Peel Hunt Ltd and Renaissance Capital Limited, each of which is authorisedand regulated in the United Kingdom by the Financial Services Authority ("FSA"),and Renaissance Securities (Cyprus) Limited, which is authorised by the CyprusSecurities and Exchange Commission and passported into and regulated in theUnited Kingdom by the FSA, are acting for the Company and for no one else inconnection with the Placing and Admission and will not be responsible to anyoneother than the Company for providing the protections afforded to customers ofKBC Peel Hunt Ltd, Renaissance Securities (Cyprus) Limited and RenaissanceCapital Limited or for providing advice in relation to the Placing and Admissiondescribed in this announcement. The responsibilities of KBC Peel Hunt Ltd, asnominated adviser under the AIM Rules, are owed solely to the London StockExchange plc and are not owed to the Company or to any of its directors. This announcement is not a prospectus prepared in accordance with the ProspectusRules (the rules produced and implemented by the FSA by virtue of the ProspectusRules Instrument 2005) and has not been approved as a prospectus by the FSA asthe competent authority in the U.K. Investors should not subscribe for orpurchase any shares referred to in this announcement except on the basis ofinformation in the admission document to be issued in due course by the Companyin connection with the placing and admission of its ordinary shares to tradingon AIM (the "Admission Document"). In the event of any discrepancy between thisannouncement and the Admission Document, the Admission Document will prevail. Itis not the purpose of this announcement to provide, and you may not rely on thisannouncement as providing, a complete and comprehensive analysis of theCompany's financial or commercial position or prospects. This announcement does not constitute a recommendation concerning the Placing orthe securities offered in the Placing. The value of Company's shares can go downas well as up. Past performance is not a guide to future performance. Potentialinvestors should consult a professional adviser as to the suitability of thePlacing for the investor concerned. This announcement does not constitute an offer to sell or issue, or thesolicitation of an offer to buy or subscribe for, ordinary shares in the Companyin any jurisdiction, nor shall it (or any part of it) or the fact of itsdistribution, form the basis of, or be relied on in connection with, anycontract therefor. Without limiting the generality of the foregoing: This announcement is made to and directed only at (i) persons outside the UnitedKingdom; or (ii) persons who have professional experience in matters relating toinvestments and who are investment professionals within the meaning of Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order2005 of the United Kingdom (the "Financial Promotion Order"); (iii) persons whofall within Article 49(2)(a) to (d) ("high net worth companies, unincorporatedassociations etc,") of the Financial Promotion Order; or (iv) any other personsto whom this document for the purposes of Section 21 of the FSMA can otherwiselawfully be made without further action (all such persons together beingreferred to as "relevant persons"), and must not be acted on or relied upon bypersons other than relevant persons. In relation to each member state of the European Economic Area which hasimplemented the Prospectus Directive (each a "PD Relevant Member State"), andwith effect from and including the date on which the Prospectus Directive isimplemented in that PD Relevant Member State, this document is only directed at(a) legal entities which are authorised or regulated to operate in the financialmarkets or, if not so authorised or regulated, whose corporate purpose is solelyto invest in securities; (b) any legal entity which has two or more of (i) anaverage of at least 250 employees during the last financial year, (ii) a totalbalance sheet of more than €43,000,000, and (iii) an annual net turnover of morethan €50,000,000, as shown in its last annual or consolidated accounts; or (c)any other persons in circumstances which do not require the publication of aprospectus pursuant to Article 3 of the Prospectus Directive (and any relevantimplementing measure in each PD Relevant Member State). The securities of the Company described herein have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the "SecuritiesAct"), or the laws of any state, territory or possession of the United States,and may not be offered or sold in the United States, except pursuant to anexemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and applicable laws of the states,territories and possessions of the United States. This announcement is not anoffer to sell or a solicitation of offers to buy or subscribe for securities inthe United States (as that term is defined in Regulation S under the SecuritiesAct). This announcement is not an offer or advertisement of securities in the RussianFederation, and is not an offer to sell to or for the benefit of any personresident, incorporated, established or having their usual residence in theRussian Federation, or to any person located within the territory of the RussianFederation, or an invitation to or for the benefit of any such person to makeoffers to purchase any securities. It is not to be publicly distributed in or into the Russian Federation. Note Concerning Forward Looking Statements Certain information contained in this announcement includes forward-lookingstatements, such as the Company's future expectations, projections and other "forward-looking" information. This information cannot be relied on, and neitherthe Company nor any other person can assure you that projected results will beachieved in the future. These statements are based on current expectations andbeliefs and are subject to a number of factors and uncertainties that couldcause actual results to differ materially from those described in theforward-looking statements, including factors such as the risks described in theAdmission Document prepared in connection with the Placing and Admission.Neither the Company nor any other person undertakes, nor do they have anyobligation, to provide updates or to revise any forward-looking statementsexcept as may be required by applicable law and regulation. This information is provided by RNS The company news service from the London Stock Exchange