17 Apr 2020 08:04
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Volga Gas plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Volga Gas plc |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 16 April 2020 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares (held in treasury) | |||
| Interests | Short positions | ||
Number | %(1) | Number | % | |
(1) Relevant securities owned and/or controlled: | 199,348 | 0.25 | Nil | Nil |
(2) Cash-settled derivatives:
| Nil | Nil | Nil | Nil |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | Nil | Nil |
TOTAL: | 199,348 | 0.25 | ||
(1) Percentage calculated by reference to an overall figure of 81,017,800 ordinary shares, which includes shares held in treasury.
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | ||||||||||||||||||||||||||||||||||||
Interests held by the directors of Volga Gas plc and their close relatives and related trusts
1. Mr Calvey is a senior partner and a Director of Baring Vostok Capital Partners Group Limited, the investment advisor to (i) Baring Vostok Investment Managers Limited, the investment manager to Baring Vostok Investments PCC Limited; (ii) Baring Vostok Fund III Managers Limited, the managing general partner of the limited partnerships comprising Baring Vostok Private Equity Fund III; and (iii) Baring Vostok Fund IV Managers Limited, the managing general partner of the limited partnerships comprising Baring Vostok Private Equity Fund IV. Dehus Dolmen Nominees Limited holds its interest in Volga Gas on behalf of Baring Vostok Private Equity Fund III and Baring Vostok Private Equity Fund IV. As such Mr Calvey holds an indirect beneficial interest in the Company.
2. Mr. Kalinin is a former partner and employee of Baring Vostok Capital Partners Group Limited and has an indirect interest in the performance of Baring Vostok Private Equity Fund III and Baring Vostok Private Equity Fund IV and therefore has an indirect beneficial interest in the Company.
No share options or other rights to subscribe are outstanding in relation to new ordinary shares.
Interests held by other persons presumed to be acting in concert with Volga Gas:
3. Dehus Dolmen Nominees Ltd is a nominee vehicle which holds the interests in Volga Gas on behalf of the limited partnerships which comprise Baring Vostok Private Equity Funds III and IV. Baring Vostok Private Equity Fund III is managed by Baring Vostok Fund III Managers Limited. Baring Vostok Private Equity Fund IV is managed by Baring Vostok Fund IV Managers Limited. 4. Baring Vostok Investments PCC Limited is a closed-end investment company registered in Guernsey and advised by Baring Vostok Investment Managers Limited, which is advised by Baring Vostok Capital Partners Group Limited, which also advises the managing general partners of the Baring Vostok Private Equity Funds.
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 17 April 2020 |
| Contact name: | Tony Alves |
| Telephone number: | +44 7824 884 342 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.