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. 

For immediate release

11 March 2021

RECOMMENDED ALL CASH OFFER

for

VOLGA GAS PLC

by

GEM CAPITAL HOLDINGS (CY) LTD

COMMENCEMENT OF COMPULSORY ACQUISITION PROCESS

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.

On 5 March 2021, GEM declared its Offer unconditional in all respects and announced that the Offer would remain open until further notice.

Compulsory acquisition

As at 1.00 p.m. (London time) on Thursday, 4 March 2021, GEM had received valid acceptances of its Offer 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.

Accordingly, GEM is pleased to announce that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 are today being posted to those Volga Gas Shareholders who have not yet accepted the Offer (the "Non-Assenting Shareholders") setting out GEM's intention to acquire compulsorily all remaining Volga Gas Shares on the same terms as the Offer.

Unless Non-Assenting Shareholders apply to the Court and the Court orders otherwise, on the expiry of six weeks from the date of the Notices, being 22 April 2021, the Volga Gas Shares held by Non-Assenting Shareholders who have not accepted the Offer will be acquired compulsorily by GEM under the terms of the Offer and such Non-Assenting Shareholders will be entitled to receive 23.71 pence in cash for each Volga Gas Share which such Non-Assenting Shareholders hold on that date which will be paid to the Company on their behalf.

Cancellation of admission to trading on AIM

As announced by the Company on 8 March 2021, Volga Gas has applied to the London Stock Exchange for the cancellation of the admission of Volga Gas Shares to trading on AIM. Such cancellation is expected to take effect at, or shortly after, 7.00 a.m. (London time) on 8 April 2021.

Further acceptances

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.

Volga Gas Shareholders who have not yet accepted the Offer in respect of their Volga Gas Shares are urged to do so as soon as possible, whilst it remains open for acceptance, rather than wait for their Volga Gas Shares to be compulsorily acquired by GEM.

Acceptance procedure

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 by 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:

Important Notices

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.

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

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.

END