Result of EGM

7 Jan 2009 11:43



7 January 2009

Volga Gas plc ('the Company')

Result of Extraordinary General Meeting ("EGM")

Volga Gas plc ("Volga Gas") the independent gas exploration and production company operating in the Volga region of European Russia today announces that the special resolution proposed at today's EGM was duly passed.

The EGM was called to make certain changes to the Articles of Association ("Articles") of the Company. 

The key change allows 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 is less restrictive than under the previous Articles (which required a shareholder who held 30% or more of the Company's shares and who acquired 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 announcement, Baring Vostok Private Equity Fund III beneficially owns 54.8% of the Company's issued share capital. As detailed in the Notice of EGM, Baring Vostok Private Equity Fund III did not vote.

The remaining amendments to the Articles were primarily to take account of changes in English company law brought about by the Companies Act 2006.

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