VGAS.L Regulatory News (VGAS)

15 Dec 2008 10:14



15 December 2008

Volga Gas plc ("the Company")

NOTICE OF EGM

Volga Gas plc ("Volga Gas") the independent gas exploration and production company operating in the Volga region of European Russia today announces that it has sent to Shareholders Notice of Extraordinary General Meeting (the "EGM") of Volga Gas plc (the "Company") will be held at the offices of Akin Gump Strauss Hauer & Feld, Eighth Floor, Ten Bishops Square, London E1 6EG on 7 January 2009 at 9.30 a.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution:

SPECIAL RESOLUTION

THAT the draft articles of association produced to the EGM and, for the purposes of identification, initialed by the Chairman be and are hereby adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association. 

Purpose

The EGM is being called primarily to take account of changes in English company law brought about by the Companies Act 2006 (the "2006 Act").

A further key change will allow any shareholder of the Company who holds, directly or indirectly, more than 50% but no more than 75% of the issued share capital to acquire further shares in the Company (provided such acquisition of further shares does not result in such shareholder holding more than 75% of the Company's issued share capital) without being required to make an offer to all the other holders of the Company's shares to purchase their shares ("Offer"). This will be less onerous than under the current articles of association (which require a shareholder who holds 30% or more of the Company's shares and who acquires any further shares to make an Offer) but remains more onerous than the equivalent provisions of the City Code on Takeovers and Mergers.

At the date of this document, Baring Vostok Private Equity Fund III beneficially owns 54.8% of the Company's issued share capital.

Ends

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