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VGAS Volga Gas Plc

23.50
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Volga Gas Plc LSE:VGAS London Ordinary Share GB00B1VN4809 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 23.50 22.00 25.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

GEM Capital Holdings (CY) Ltd Acceptance Levels and Extension of Offer (6314N)

02/02/2021 7:00am

UK Regulatory


Volga Gas (LSE:VGAS)
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RNS Number : 6314N

GEM Capital Holdings (CY) Ltd

02 February 2021

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into or from any jurisdiction (including the united states) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction .

this announcement contains inside information FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) No . 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

2 February 2021

ALL CASH OFFER

for

VOLGA GAS PLC

by

GEM CAPITAL HOLDINGS (CY) LTD

ANNOUNCEMENT OF ACCEPTANCE LEVELS AND EXTENSION OF OFFER

Introduction

On 14 December 2020, GEM Capital Holdings (CY) Ltd ("GEM") made a cash offer (the "Offer") to acquire the entire issued and to be issued ordinary share capital of Volga Gas plc ("Volga Gas" or the "Company"). Under the terms of the Offer, Volga Gas Shareholders are entitled to receive, for each Volga Gas Share held, 23.71 pence in cash. The document setting out the full terms of, and Conditions to, the Offer (the "Offer Document") was posted to Volga Gas Shareholders on 14 December 2020.

Level of acceptances

GEM announces that as at 1.00 p.m. (London time) on Monday, 1 February 2021, being the third closing date of the Offer, valid acceptances of the Offer had been received in respect of 72,429,003 Volga Gas Shares, representing approximately 89.61 per cent. of Volga Gas's existing issued ordinary share capital (excluding Treasury Shares), which GEM may count towards the satisfaction of the Acceptance Condition. So far as GEM is aware, none of these acceptances has been received from persons acting, or deemed to be acting, in concert with GEM for the purposes of the Offer.

Prior to the announcement of the Offer, GEM had received irrevocable undertakings from certain institutional and other major Volga Gas Shareholders in respect of, in aggregate, 64,710,349 Volga Gas Shares, representing approximately 80.07 per cent. of the existing issued ordinary share capital of Volga Gas (excluding Treasury Shares). Valid acceptances have been received in respect of all the Volga Gas Shares which were the subject of such irrevocable undertakings and are included in the level of acceptances detailed above.

Save as disclosed in this announcement, as at the close of business on 1 February 2021 (being the last Business Day prior to the date of this announcement), neither GEM nor the GEM Directors, nor so far as the GEM Directors are aware any other person acting, or deemed to be acting, in concert with GEM for the purposes of the Offer, has any interest in relevant securities of Volga Gas, or holds any right to subscribe for any relevant securities of Volga Gas, or holds any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, in any relevant securities of Volga Gas, or is party to any agreement to sell or to deliver any relevant securities of Volga Gas, or holds any right to require another person to purchase or take delivery of any relevant securities of Volga Gas, or has during the Offer Period borrowed or lent any relevant securities of Volga Gas.

Extension of the Offer

The Offer, which remains subject to the terms and Conditions set out or referred to in the Offer Document, has now been extended and will remain open for acceptance until 1.00 p.m. (London time) on 12 February 2021. Any further extensions of the Offer will be publicly announced by 8.00 a.m. on the Business Day following the day on which the Offer is otherwise due to expire or such later time and date as the Panel may agree.

FAS Condition

Discussions with FAS Russia are continuing, with regard to satisfaction of the FAS Condition, and the GEM Directors remain confident that the condition will be satisfied prior to 5 March 2021.

Cancellation of admission to trading on AIM, compulsory acquisition and re-registration

As stated in the Offer Document, GEM confirms that if the Offer becomes or is declared unconditional in all respects and if GEM has by virtue of acceptances of the Offer acquired, or agreed to acquire, Volga Gas Shares which represent not less than 75 per cent. of the voting rights attaching to the Volga Gas Shares, GEM intends to procure that Volga Gas makes an application to the London Stock Exchange for the cancellation of the admission of Volga Gas Shares to trading on AIM and a further announcement will be made giving at least 20 Business Days' notice prior to the anticipated cancellation of the admission to trading on AIM. It is also intended that, after the cancellation of the admission to trading on AIM, Volga Gas will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006.

Given that valid acceptances have been received which exceed the 75 per cent . threshold, which would allow GEM to procure application for the cancellation of admission to trading of the Company's ordinary share capital on AIM, GEM strongly recommends that Volga Gas Shareholders accept the Offer, as such cancellation would significantly reduce the liquidity and marketability of any Volga Gas Shares in respect of which the Offer had not been accepted at that time.

In addition, if GEM receives acceptances under the Offer in respect of, and/or otherwise acquires, not less than 90 per cent. of the Volga Gas Shares, and the voting rights attaching to such shares, to which the Offer relates and assuming that all of the Conditions have been satisfied or waived (if capable of being waived), GEM intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Volga Gas Shares, in respect of which the Offer has not been accepted, on the same terms as the Offer.

Acceptance procedure

Volga Gas Shareholders who have not yet accepted the Offer are urged to do so as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 12 February 2021.

Full details of the procedure for accepting the Offer are set out in paragraph 12 of the letter from GEM to Volga Gas Shareholders set out in Part II of the Offer Document and are summarised below.

Volga Gas Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Volga Gas Shares held in certificated form (that is, not in CREST), must complete and sign the Form of Acceptance, in accordance with the instructions printed on it and contained in paragraph 12 of the letter from GEM to Volga Gas Shareholders set out in Part II of the Offer Document, and return it (along with any appropriate share certificate(s) and/or other document(s) of title), by post or hand, to the Receiving Agent at Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible.

Volga Gas Shareholders who wish to accept the Offer, but who have not yet done so, in respect of Volga Gas Shares held in uncertificated form (that is, in CREST), should follow the procedure for Electronic Acceptance through CREST in accordance with the instructions contained in paragraph 12 of the letter from GEM to Volga Gas Shareholders set out in Part II of the Offer Document so that a TTE Instruction settles as soon as possible. Volga Gas Shareholders who hold their Volga Gas Shares as a CREST sponsored member should refer to their CREST sponsor, as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Subject to certain restrictions relating to persons in any Restricted Jurisdiction, copies of the Offer Document and additional Forms of Acceptance can be obtained, free of charge, by contacting Link Group on telephone number 0371 664 0321 from within the UK, or +44 (0) 371 664 0321 if calling from outside the UK. Calls are charged at a network provider's standard rate and may be included within a plan but will vary by provider. Calls to the helpline from outside the UK will be charged at applicable international rates. Lines are open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday, excluding public holidays in England and Wales. Please note that Link Group cannot provide advice on the merits of the Offer nor give any financial, tax, investment or legal advice and calls may be recorded and randomly monitored for security and training purposes.

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.

Enquiries:

 
 GEM Capital Holdings (CY) Ltd 
  Thomas Keane, Director                         +357 252 62622 
 Strand Hanson Limited 
  (Financial Adviser to GEM) 
  Stuart Faulkner 
  Rory Murphy 
  Matthew Chandler 
  James Dance 
  Jack Botros                                    +44 (0) 20 7409 3494 
 Volga Gas plc 
  Andrey Zozulya, Chief Executive Officer         +7 (903) 385 9889 
  Vadim Son, Chief Financial Officer               +7 (905) 381 4377 
  Tony Alves, Investor Relations Consultant        +44 (0) 7824 884 342 
 Renaissance Capital - Financial Consultant 
  Limited 
  (Financial Adviser to Volga Gas)                +7 (916) 678 3214 
  Sergey Sedov                                     +7 (499) 956 4060 
 Auctus Advisors LLP 
  (Rule 3 Adviser to Volga Gas) 
  Jonathan Wright                                 +44 (0) 7711 627 449 
 SP Angel Corporate Finance LLP 
  (Nominated Adviser and Broker to Volga Gas) 
  Richard Morrison, Richard Hail, Adam Cowl      +44 (0) 20 3470 0470 
 FTI Consulting 
  (Financial PR Adviser to Volga Gas) 
  Alex Beagley, Fern Duncan                      +44 (0) 20 3727 1000 
 

Important Notice

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to GEM and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than GEM for providing the protections afforded to clients of Strand Hanson nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Strand Hanson nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson in connection with this announcement, any statement contained herein or otherwise.

Renaissance Capital - Financial Consultant Limited ("Renaissance Capital") is an affiliate of Renaissance Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Renaissance Capital is acting exclusively as financial adviser to Volga Gas and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Volga Gas for providing the protections afforded to clients of Renaissance Capital nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to in herein. Neither Renaissance Capital nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Renaissance Capital in connection with this announcement, any statement contained herein or otherwise.

Auctus Advisors LLP ("Auctus") is an authorised representative of Tamesis Partners LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Auctus is acting exclusively as Rule 3 adviser to Volga Gas and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Volga Gas for providing the protections afforded to clients of Auctus nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Auctus nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Auctus in connection with this announcement, any statement contained herein or otherwise.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to Volga Gas and no-one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than Volga Gas for providing the protections afforded to clients of SP Angel nor for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither SP Angel nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SP Angel in connection with this announcement, any statement contained herein or otherwise.

VOLGA GAS SHAREHOLDERS ARE ADVISED TO READ THE OFFER DOCUMENT CAREFULLY. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. THE OFFER IS BEING MADE SOLELY BY MEANS OF THE OFFER DOCUMENT, WHICH CONTAINS THE FULL TERMS AND CONDITIONS OF THE OFFER, AND IN THE CASE OF VOLGA GAS SHARES HELD IN CERTIFICATED FORM, THE FORM OF ACCEPTANCE. ANY ACCEPTANCE IN RELATION TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

Overseas jurisdictions

The availability of the Offer and the release, publication and distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located.

This announcement has been prepared for the purposes of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The Offer is being implemented in accordance with applicable English law and is subject to the applicable requirements of the Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Panel and the rules of the London Stock Exchange (including the AIM Rules).

Unless otherwise determined by GEM or required by the Code, and permitted by applicable law and regulation, the Offer is not being made available directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction unless otherwise determined by GEM and as permitted by applicable law, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Further details in relation to Overseas Shareholders are set out in the Offer Document.

Dealing and Opening Position Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Volga Gas 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) Volga Gas 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 Volga Gas 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 one per cent. or more of any class of relevant securities of Volga Gas or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Volga Gas 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) Volga Gas 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 p.m. (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 Volga Gas 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 Volga Gas and by any offeror and Dealing Disclosures must also be made by Volga Gas, 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 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.

Publication on a website and availability of hard copies

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Volga Gas's website at www.volgagas.com and on GEM's website at www.gem.capital by no later than 12.00 noon (London time) on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.

Volga Gas Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) free of charge by contacting the Receiving Agent, Link Group, on 0371 664 0321 from within the UK or +44 (0) 371 664 0321 if calling from outside the UK between 9.00 a.m. to 5.30 p.m., Monday to Friday (except public holidays in England and Wales) or by submitting a request in writing to the Receiving Agent at Link Group, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU . Volga Gas Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. If you have received this announcement in electronic form, hard copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

END

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END

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