VGAS.L Regulatory News (VGAS)

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This announcement contains inside information as defined in EU Regulation No. 596/2014 and is in accordance with the Company's obligations under Article 17 of that Regulation.

26 June 2020

Volga Gas plc

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

UPDATE ON FORMAL SALE PROCESS

Volga Gas plc (LSE: VGAS), the oil and gas exploration and production group operating in the Volga Region of Russia, is pleased to provide an update on its formal sale process.

On 7 April 2020, the Company announced that its board of directors (the "Board") had decided to conduct a formal review of the various strategic options available to the Company to maximise value for shareholders, including the potential sale of the Company through a formal sale process (as referred to in the City Code on Takeovers and Mergers (the "Code")) or the farm-out or sale of one or more of the Company's assets.

The Company is pleased to report that it received a number of non-binding proposals regarding the sale of the Company or its entire business and assets, directly from potential buyers and through Renaissance Capital as financial adviser to the Company. Such potential buyers who wished to participate in the formal sale process were required to sign a non-disclosure agreement, after which they received further information on the Company.

The Board is now engaged in ongoing discussions with certain of these parties about the sale of the Company (or its entire business and assets) and aims to conclude negotiations on or before 30 September 2020.

As previously communicated, the 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 under Rules 2.4(a) or 2.4(b) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code for so long as it is participating in the formal sale process.

There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

The Board reserves the right to alter or terminate the formal sale process at any time and in such cases will make an announcement as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party at any time.

For further information, please contact:

Additional information

Renaissance Capital - Financial Consultant Limited ("Renaissance Capital") is an affiliate of Renaissance Capital Limited, which is authorised and regulated by the Financial Conduct Authority of the United Kingdom. Renaissance Capital is acting exclusively for Volga Gas 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 Renaissance Capital or for providing advice in connection with the contents of this announcement or any other matter referred to in this announcement.

Auctus Advisors LLP ("Auctus Advisors") is an authorised representative of Tamesis Partners LLP, which is authorised and regulated by the Financial Conduct Authority of the United Kingdom. Auctus Advisors 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 Auctus Advisors or for providing advice in connection with the contents of this announcement or any other matter referred to in this announcement.

SP Angel Corporate Finance LLP ("SP Angel") is authorised and regulated by the Financial Conduct Authority of the United Kingdom. SP Angel 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 SP Angel or for providing advice in connection with the contents of this announcement or any other matter referred to in this announcement.

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.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure Requirements of the Takeovers 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(s), 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.