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 WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.

FOR IMMEDIATE RELEASE

5 June 2014

Volga Gas plc ("Volga Gas" or the "Company")

Commencement of Formal Sale Process

The Board of Volga Gas has been exploring strategic options for the business, including seeking potential offerors for the Company by means of a "formal sale process" pursuant to the City Code on Takeovers and Mergers (the "Code") under which the Board of Volga Gas is able to have discussions with third parties interested in such a transaction on a confidential basis.

Consequently, the Company is to conduct a formal sale process through Otkritie. Interested parties will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as the other interested parties before being permitted to participate in the process. The Company then intends to provide participants who have entered into such non-disclosure agreements with access to information with which to evaluate whether to make, and the terms of, any offer. Potential offerors for the entire issued and to be issued share capital of the Company should contact Otkritie (details below).

Implications of the Formal Sale Process under the Code

The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which prohibits any form of inducement fee or other offer-related arrangement, and that the Company has not requested any dispensation from this prohibition under Note 2 of Rule 21.2 at this stage.

The Board of Volga Gas reserves the right to alter any aspect of the formal sale process or to terminate it at any time and in such cases will make an announcement as appropriate.

The Board of Volga Gas also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

There can be no certainty that any offers will be made as a result of the formal sale process, that any sale or transaction will be concluded, nor as to the terms on which any offer might be made.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Volga Gas confirms that it currently has in issue 81,017,800 ordinary shares of 1 pence each. The International Securities Identification Number for the ordinary shares is GB00B1VN4809.

A further announcement will be made as appropriate.

Enquiries:

As a consequence of this announcement, an "Offer Period" has commenced in respect of the Company in accordance with the rules of the Code. A summary is set out below of the dealing disclosure requirements under the Code, which require action by holders of 1 per cent. or more of Volga Gas's issued share capital.

Publication on Website

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on the Company's website: www.volgagas.com

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Oriel Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Volga Gas and no one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than Volga Gas for providing the protections afforded to clients of Oriel Securities Limited nor for providing advice in connection with the matters referred to in this announcement.