Acceptance of Offer by Directors of Volga Gas PLC

The Board of Volga Gas plc notes that the cash offer (the “Offer”) made by GEM Capital Holdings (CY) Ltd (“GEM”) to acquire the entire issued and to be issued ordinary share capital of Volga Gas has been declared wholly unconditional as of this morning.

GEM has received valid acceptances in respect of 74,375,582 Volga Gas Shares, representing approximately 92.02 per cent of the existing issued share capital of Volga Gas (excluding Treasury Shares) and the Board of Volga Gas notes GEM’s stated intention both (a) 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 (b) to commence the procedure pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire the remaining Volga Gas Shares in respect of which the Offer is not accepted on the same terms as the Offer.

Given that the Offer is now wholly unconditional, the Board of Volga Gas recommends that Volga Gas Shareholders who have not yet accepted the Offer now do so promptly.

Those Volga Gas Shareholders who accept the Offer will receive their consideration for their Volga Gas Shares at an earlier date than they would as part of the compulsory acquisition procedure referred to above.

The procedure for acceptance of the Offer is set out in the Offer Document dated 14 December 2020.

GEM has announced that the Offer will remain open until further notice and that not less than 14 calendar days’ notice will be given in respect of the closure of the Offer.

Each of the directors of Volga Gas who currently hold or control Volga Gas Shares have decided to accept the Offer in respect of their own beneficial holdings.

If you are a Volga Gas Shareholder and are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

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